Common use of Liquidation Preference Clause in Contracts

Liquidation Preference. (a) In the event of any liquidation, dissolution or winding up of this corporation, either voluntary or involuntary, subject to the rights of series of Preferred Stock that may from time to time come into existence, the holders of Series A Preferred Stock and Series B Preferred Stock shall be entitled to receive, pro-rata and prior and in preference to any distribution of any of the assets of this corporation to the holders of Common Stock by reason of their ownership thereof, (i) with respect to the Series A Preferred Stock, an amount per share equal to the sum of (A) $6.675 for each outstanding share of Series A Preferred Stock (the "Original Series A Issue Price") and (B) an amount equal to the sum of (I) five percent (5%) return on the Original Series A Issue Price, compounded annually from the Series A Purchase Date (as defined herein) through the date of liquidation, dissolution or winding up of this corporation and (II) declared but unpaid dividends on each share and (ii) with respect to the Series B Preferred Stock, an amount per share equal to the sum of (A) $6.675 for each outstanding share of Series B Preferred Stock (the "Original Series B Issue Price") and (B) an amount equal to the sum of (I) five percent (5%) return on the Original Series B Issue Price, compounded annually from the Series B Purchase Date (as defined herein) through the date of liquidation, dissolution or winding up of this corporation and (II) declared but unpaid dividends on each share. If upon the occurrence of such event, the assets and funds thus distributed among the holders of the Series A Preferred Stock and Series B Preferred Stock shall be insufficient to permit the payment to such holders of the full aforesaid preferential amounts, then, subject to the rights of series of Preferred Stock that may from time to time come into existence, the entire assets and funds of the corporation legally available for distribution shall be distributed ratably among the holders of the Series A Pre- ferred Stock and Series B Preferred Stock in proportion to the amount of such stock owned by each such holder.

Liquidation Preference. (a) 4.1. In the event of any liquidationLiquidation, dissolution before any payment or winding up distribution of this corporation, either voluntary the assets of the Corporation (whether capital or involuntary, subject surplus) shall be made to or set apart for the rights holders of series of Preferred Stock that may from time to time come into existenceJunior Shares, the holders of Series A D Preferred Stock and Series B Preferred Stock Shares shall be entitled (subject to receivethe Continuation Right of such holders described below) to receive an amount in cash equal to the greater of (i) (A) Thirteen Dollars and Fifty Nine Cents ($13.59) per Series D Preferred Share plus dividends (whether or not earned or declared) accrued and unpaid thereon to the date of final distribution to such holder (the “Liquidation Preference”) plus (B) 20.0% (the “Premium”), pro-rata and (ii) an amount per Series D Preferred Share equal to the amount that would have been payable had each Series D Preferred Share been converted into Common Shares at the Conversion Price immediately prior and in preference to any distribution of any of the assets such Liquidation (for purposes of this corporation clause (ii), assuming that the day prior to the Liquidation is the Conversion Election Date) or (iii) the consideration payable to the holders of Common Stock by reason Shares in such Liquidation. The foregoing amounts shall be subject to equitable adjustment whenever there shall occur a stock dividend, stock split, combination, reorganization, recapitalization, reclassification or other similar event involving a change in the capital structure of their ownership thereof, (i) with respect to the Series A D Preferred Stock, an amount per share equal to Shares. Until the sum holders of (A) $6.675 for each outstanding share of Series A Preferred Stock (the "Original Series A Issue Price") and (B) an amount equal to the sum of (I) five percent (5%) return on the Original Series A Issue Price, compounded annually from the Series A Purchase Date (as defined herein) through D Preferred Shares have been paid the date Liquidation Preference in full, no payment will be made to any holder of liquidationJunior Shares upon Liquidation. If, dissolution or winding up of this corporation and (II) declared but unpaid dividends on each share and (ii) with respect to the Series B Preferred Stock, an amount per share equal to the sum of (A) $6.675 for each outstanding share of Series B Preferred Stock (the "Original Series B Issue Price") and (B) an amount equal to the sum of (I) five percent (5%) return on the Original Series B Issue Price, compounded annually from the Series B Purchase Date (as defined herein) through the date of liquidation, dissolution or winding up of this corporation and (II) declared but unpaid dividends on each share. If upon the occurrence of any such eventLiquidation, the assets of the Corporation, or proceeds thereof, distributable among the holders of Series D Preferred Shares shall be insufficient to pay in full the preferential amount aforesaid and funds thus liquidating payments on any other shares of any class or series of Parity Shares, then such assets, or the proceeds thereof, shall be distributed among the holders of such Series D Preferred Shares and such other Parity Shares ratably in accordance with the amounts that would be payable on such Series D Preferred Shares and such other Parity Shares if all amounts payable thereon were paid in full. In connection with a Merger Liquidation (as defined below), each holder of Series D Preferred Shares shall have the right (a “Continuation Right”) to elect, by delivering written notice to the Corporation not less than five Business Days prior to the Merger Liquidation, to require the Corporation to make provision for the Series A D Preferred Stock and Series B Preferred Stock shall Shares to be insufficient to permit assumed by the payment to such holders surviving entity as described in Section 7(h); provided, however, notwithstanding the election by any of the full aforesaid preferential amounts, then, subject to the rights of series of Preferred Stock that may from time to time come into existence, the entire assets and funds of the corporation legally available for distribution shall be distributed ratably among the holders of the Series A Pre- ferred Stock and Series B D Preferred Stock Shares of the Continuation Right, the Corporation shall have the right, in proportion connection with any Merger Liquidation, to elect, by delivering written notice to the holders of Series D Preferred Shares at any time prior to the Merger Liquidation, to redeem any or all of the outstanding Series D Preferred Shares for an amount per Series D Preferred Share equal to the Liquidation Preference plus the Premium. A “Merger Liquidation” shall be a Liquidation which constitutes a consolidation or merger of such stock owned the Corporation with one or more entities that are not affiliates of the Corporation and as a result of which the Corporation is not the surviving entity. Upon a merger or consolidation of the Corporation with one or more entities that are affiliates of the Corporation, the Corporation shall make provision for the Series D Preferred Shares to be assumed by each such holderthe surviving entity as described in Section 7(h).

Liquidation Preference. (a) In the event of any liquidation, dissolution or winding up of this corporation, either voluntary or involuntary, subject to the rights of series of Preferred Stock that may from time to time come into existence, the holders of Series A Preferred Stock, Series B Preferred Stock and Series B C Preferred Stock shall be entitled to receive, pro-rata and prior and in preference to any distribution of any of the assets of this corporation to the holders of Common Stock by reason of their ownership thereof, (i) with respect to the Series A Preferred Stock, an amount per share equal to the sum of (A) $6.675 for each outstanding share of Series A Preferred Stock (the "Original Series A Issue Price") and (B) an amount equal to the sum of (I) five percent (5%) return on the Original Series A Issue Price, compounded annually from the Series A Purchase Date (as defined herein) through the date of liquidation, dissolution or winding up of this corporation and (II) declared but unpaid dividends on each share and share, (ii) with respect to the Series B Preferred Stock, an amount per share equal to the sum of (A) $6.675 for each outstanding share of Series B Preferred Stock (the "Original Series B Issue Price") and (B) an amount equal to the sum of (I) five percent (5%) return on the Original Series B Issue Price, compounded annually from the Series B Purchase Date (as defined herein) through the date of liquidation, dissolution or winding up of this corporation and (II) declared but unpaid dividends on each share and (iii) with respect to the Series C Preferred Stock, an amount per share equal to the sum of (A) $8.00 for each outstanding share of Series C Preferred Stock (the "Original Series C Issue Price") and (B) an amount equal to the sum of (I) five percent (5%) return on the Original Series C Issue Price, compounded annually from the Series C Purchase Date (as defined herein) through the date of liquidation, dissolution or winding up of this corporation and (II) declared but unpaid dividends on each share. If upon the occurrence of such event, the assets and funds thus distributed among the holders of the Series A Preferred Stock, Series B Preferred Stock and Series B C Preferred Stock shall be insufficient to permit the payment to such holders of the full aforesaid preferential amounts, then, subject to the rights of series of Preferred Stock that may from time to time come into existence, the entire assets and funds of the corporation legally available for distribution shall be distributed ratably among the holders of the Series A Pre- ferred Preferred Stock, Series B Preferred Stock and Series B C Preferred Stock in proportion to the amount of such stock owned by each such holder.

Liquidation Preference. (aii) In If the event per-share value of the stock, cash, other assets or any liquidation, dissolution or winding up of this corporation, either voluntary or involuntary, subject combination thereof to the rights of series of Preferred Stock that may from time to time come into existence, be received by the holders of Series A C-2 Preferred Stock and for each share of Series B C-2 Preferred Stock shall to be entitled converted in such Preferred Stock Conversion Event is an amount that is less than the Series C-2 Liquidation Preference, then the Corporation will notify each holder of Series C-2 Preferred Stock at least fifteen (15) days prior to receivethe effective date of such Preferred Stock Conversion Event, pro-rata and prior and in preference to any distribution of any at the sole election of the assets holders of this corporation a majority of the Series C-2 Preferred Stock, and only to the extent that the per-share value to be received by the holders of the Series C-2 Preferred Stock is an amount that is less than the Series C-2 Liquidation Preference, after giving effect to and including in the calculation of the per-share value to be distributed to such holders any amounts paid or payable to such holders under the Option Agreement, (A) the Preferred Stock Conversion Price applicable to the Series C-2 Preferred Stock will be adjusted immediately prior to the Preferred Stock Conversion Event such that the total value of the securities to be received by the holders of Series C-2 Preferred Stock for each share of Series C-2 Preferred Stock to be converted in such Preferred Stock Conversion Event will be equal to the Series C-2 Liquidation Preference, (B) the Corporation shall make a Cash Payment to the holders of Common Stock by reason of their ownership thereof, (i) with respect to the Series A Preferred Stock, an amount per share equal to the sum of (A) $6.675 for each outstanding share of Series A C-2 Preferred Stock such that the value of the securities to be received by the holders of the Series C-2 Preferred Stock for each share of Series C-2 Preferred Stock to be converted in such Preferred Stock Conversion Event plus such Cash Payment will equal the Series C-2 Liquidation Preference or (C) a combination of the "Original Series A Issue Price"actions described in (A) and (B) an shall be made, provided that the total amount equal to of value received by such holders in any such combination of the sum of (I) five percent (5%) return on the Original Series A Issue Price, compounded annually from the Series A Purchase Date (as defined herein) through the date of liquidation, dissolution or winding up of this corporation and (II) declared but unpaid dividends on each share and (ii) with respect to the Series B Preferred Stock, an amount per share equal to the sum of actions described in (A) $6.675 for each outstanding share of Series B Preferred Stock (the "Original Series B Issue Price") and (B) an amount equal to shall not, in the sum of (I) five percent (5%) return on aggregate, exceed the Original aggregate Series B Issue Price, compounded annually from the Series B Purchase Date (as defined herein) through the date of liquidation, dissolution or winding up of this corporation and (II) declared but unpaid dividends on each share. If upon the occurrence of such event, the assets and funds thus distributed among the holders of the Series A Preferred Stock and Series B Preferred Stock shall be insufficient to permit the payment to such holders of the full aforesaid preferential amounts, then, subject to the rights of series of Preferred Stock that may from time to time come into existence, the entire assets and funds of the corporation legally available for distribution shall be distributed ratably among the holders of the Series A Pre- ferred Stock and Series B Preferred Stock in proportion to the amount of such stock owned by each such holder.C-2

Liquidation Preference. (a) In the event of any Upon liquidation, dissolution or and winding up of this corporation, either the Corporation (whether voluntary or involuntary, subject to the rights of series of Preferred Stock that may from time to time come into existence) (a "Liquidation Event"), the holders of Series A Preferred Stock and Series B Preferred Stock Corporation shall be entitled to receive, pro-rata and prior and in preference to any distribution of any of the assets of this corporation pay to the holders of Common Stock by reason of their ownership thereof, (i) with respect to the Series A Preferred Stock, an amount per share equal to the sum of (A) $6.675 for each outstanding share of Series A I Preferred Stock (unless otherwise provided for in the resolution or resolutions creating such stock) the aggregate Liquidation Value attributable to such shares (each, a "Original Series A Issue PriceShare") and (B) an amount equal to the sum of (I) five percent (5%) return on the Original Series A Issue Price, compounded annually from the Series A Purchase Date (as defined herein) through the date of liquidation, dissolution or winding up of this corporation and (II) declared plus any accrued but unpaid dividends on each share and (ii) with respect to the Series B Preferred Stock, an amount per share equal to the sum of (A) $6.675 for each outstanding share of Series B Preferred Stock (the "Original Series B Issue Price") and (B) an amount equal to the sum of (I) five percent (5%) return on the Original Series B Issue Price, compounded annually from the Series B Purchase Date (as defined herein) through the date of liquidation, dissolution or winding up of this corporation and (II) declared but unpaid dividends on each sharethereon. If upon the occurrence of any such eventLiquidation Event, the Corporation's assets and funds thus to be distributed among the holders of the Junior Securities, Series A B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock, Series F Preferred Stock, Series G Preferred Stock, Series H Preferred Stock and Series B I Preferred Stock shall be are insufficient to permit the payment to such holders of the full aforesaid preferential amounts, then, subject aggregate amount of their respective liquidation preference pursuant to the rights Corporation's Amended and Restated Certificate of series of Preferred Stock that may Incorporation, as amended from time to time come into existence(the "Charter"), as applicable, then the entire assets and funds of available to be distributed to the corporation legally available for distribution Corporation's stockholders shall be distributed ratably among in accordance with the holders priorities set forth in Article IV, Section 3 of the Charter, with the Series A Pre- ferred I Preferred Stock ranking pari passu with the Series D, F, G and H Preferred Stock and prior to the Series B and C Preferred Stock Stock. Not less than sixty (60) days prior to the payment date of the Liquidation Value, the Corporation shall mail written notice of any such Liquidation Event to each record holder of Series I Preferred Stock, setting forth in proportion to reasonable detail the amount of proceeds to be paid with respect to each Share and each share of Common Stock in connection with such stock owned by each such holderLiquidation Event. A change of control of the Corporation shall not be deemed a Liquidation Event for purposes of this Section 3.

Liquidation Preference. (a) In the event of any liquidation, dissolution or winding up of this corporationCorporation, either voluntary or involuntary, subject to the rights of series of Preferred Stock that may from time to time come into existence, the holders of Series A Preferred Stock and Series B Preferred Stock shall be entitled to receive, pro-rata and prior and in preference to any distribution of any of the assets of this corporation Corporation to the holders of Common Stock or any other junior equity security by reason of their ownership thereof, (i) with respect to the thereof an amount for each share of Series A Preferred Stock, an amount per share Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock and Series E Preferred Stock, respectively, held by such holder equal to the sum of (Ai) $6.675 1.00 for each such outstanding share of Series A Preferred Stock (the "Original Series A Issue Price") and (B) an amount equal to the sum of (I) five percent (5%) return on the Original Series A Issue Price), compounded annually from the Series A Purchase Date (as defined herein) through the date of liquidation, dissolution or winding up of this corporation and (II) declared but unpaid dividends on each share and (ii) with respect to the Series B Preferred Stock, an amount per share equal to the sum of (A) $6.675 1.10 for each such outstanding share of Series B Preferred Stock (the "Original Series B Issue Price"), (iii) $1.25 for each such outstanding share of Series C Preferred Stock (the "Original Series C Issue Price"), (iv) $2.3073 for each outstanding share of Series D Preferred Stock (the "Original Series D Issue Price"), (v) $3.036 for each outstanding share of Series E Preferred Stock (the "Original Series E Issue Price") and (Bvi) in each case, an amount equal to the sum of (I) five percent (5%) return on the Original Series B Issue Price, compounded annually from the Series B Purchase Date (as defined herein) through the date of liquidation, dissolution or winding up of this corporation and (II) all declared but unpaid dividends on each such share. If upon the occurrence of such event, an event the assets and funds thus distributed among the holders of the Series A Preferred Stock and Series B Preferred Stock shall be insufficient to permit the payment to such holders of the full aforesaid preferential amounts, then, subject to the rights of series of Preferred Stock that may from time to time come into existence, then the entire assets and funds of the corporation this Corporation legally available for distribution shall be distributed distributed, ratably among the holders of the Series A Pre- ferred Stock and Series B Preferred Stock in proportion to the amount product of the liquidation preference of each such share and the number of such stock shares owned by each such holder.

Liquidation Preference. (a) In Subject to the rights of additional series of Preferred Stock which may be designated by the Board from time to time subject to Section 6 hereof, in the event of any liquidation, dissolution or winding up of this the corporation, either voluntary voluntarily or involuntary, subject to the rights of series of Preferred Stock that may from time to time come into existenceinvoluntarily, the holders of the Series A Preferred, Series B Preferred, Series C Preferred, Series D Preferred, Series E Preferred Stock and Series B F Preferred Stock shall be entitled to receive, pro-rata and prior and in preference to any distribution of any of the assets of this the corporation to the holders of Common Stock the Junior Shares by reason of their ownership thereof, (i) with respect to the Series A Preferred Stock, an amount per share equal to the sum of (A) $6.675 for each outstanding share of Series A Preferred Stock 0.3125 (the "Original Series A Issue Price") and (B) an amount equal to the sum of (I) five percent (5%) return on the Original Series A Issue Price, compounded annually from the Series A Purchase Date (as defined herein) through the date of liquidation, dissolution or winding up of this corporation and (II) plus any declared but unpaid dividends on each share and (ii) with respect to the Series B Preferred Stock, an amount per share equal to the sum of (A) $6.675 for each outstanding share of Series B A Preferred Stock then held by them, $1.875 (the "Original Series B Issue Price") and (B) an amount equal to the sum of (I) five percent (5%) return on the Original Series B Issue Price, compounded annually from the Series B Purchase Date (as defined herein) through the date of liquidation, dissolution or winding up of this corporation and (II) plus any declared but unpaid dividends on for each shareshare of Series B Preferred then held by them, $6.25 (the "Original Series C Issue Price") plus any declared but unpaid dividends for each share of Series C Preferred then held by them, $3.775 (the "Original Series D Issue Price") plus any declared but unpaid dividends for each share of Series D Preferred then held by them, $3.775 (the "Original Series E Issue Price") plus any declared but unpaid dividends for each share of Series E Preferred then held by them, and $6.125 (the "Original Series F Issue Price") plus any declared but unpaid dividends for each share of Series F Preferred then held by them. If After payment to the holders of the Preferred of the amounts set forth in this Section 3, the entire remaining assets and funds of the corporation legally available for distribution, if any, shall be distributed among the holders of the Junior Shares in proportion to the shares of Common Stock then held by them and the shares of Common Stock which they then have the right to acquire upon conversion of any other Junior Shares then held by them. If, upon the occurrence of such event, the assets and funds thus distributed among the holders of the Series A Preferred Stock and Series B Preferred Stock shall be insufficient to permit the payment to such holders of the full aforesaid preferential amountsamount, then, subject to the rights of series of Preferred Stock that may from time to time come into existence, then the entire assets and funds of the corporation legally available for distribution shall be distributed ratably among the holders of the Series A Pre- ferred Stock and Series B Preferred Stock in proportion to the amount Original Series A Issue Price, the Original Series B Issue Price, the Original Series C Issue Price, the Original Series D Issue Price, the Original Series E Issue Price and the Original Series F Issue Price of, plus any declared but unpaid dividends on, the shares of such stock owned Series A Preferred, Series B Preferred, Series C Preferred, Series D Preferred, Series E Preferred or Series F Preferred then held by each such holderthem.

Liquidation Preference. (a) In the event of any liquidation, dissolution or winding up of this corporationCorporation, either voluntary or involuntary, subject to the rights of series of Preferred Stock that which may from time to time come into existence, the holders of Series A B Preferred Stock and Series B C Preferred Stock shall be entitled to receive, pro-rata and prior and in preference to any distribution of any of the assets of this corporation Corporation to the holders of Series A Preferred Stock or Common Stock by reason of their ownership thereof, (i) with respect to the Series A Preferred Stock, an amount per share equal to the sum of (Ai) $6.675 for each outstanding share of Series A Preferred Stock (the "Original Series A Issue Price") and (B) an amount equal to the sum of (I) five percent (5%) return on the Original Series A Issue Price, compounded annually from the Series A Purchase Date (as defined herein) through the date of liquidation, dissolution or winding up of this corporation and (II) declared but unpaid dividends on each share and (ii) with respect to the Series B Preferred Stock, an amount per share equal to the sum of (A) $6.675 3.20511 for each outstanding share of Series B Preferred Stock (subject to appropriate adjustments for stock splits, stock dividends, combinations or other recapitalizations and hereafter referred to as the "Original Series B Issue Price") ), plus declared but unpaid dividends and (Bii) $5.38126 for each outstanding share of Series C Preferred Stock (subject to appropriate adjustments for stock splits, stock dividends, combinations or other recapitalizations and hereafter referred to as the "Original Series C Issue Price") plus declared but unpaid dividends and (iii) an amount equal to the sum of (I) five eight percent (58%) return compounded per annum on the Original Series B Issue Price, compounded annually Price and on the Original Series C Issue Price calculated from the Series B Purchase Date (as defined herein) through the date of the initial issuance and sale of shares of Series B Preferred Stock and Series C Preferred Stock, respectively, and on declared but unpaid dividends from the date of declaration through the effective date of the liquidation, dissolution or winding up of this corporation and (II) declared but unpaid dividends on each shareCorporation. If upon the occurrence of such event, the assets and funds thus distributed among the holders of the Series A B Preferred Stock and Series B C Preferred Stock shall be insufficient to permit the payment to such holders of the full aforesaid preferential amountsamount, then, subject to the rights of series of Preferred Stock that may from time to time come into existence, then the entire assets and funds of the corporation Corporation legally available for distribution shall be distributed ratably among the holders of the Series A Pre- ferred B Preferred Stock and Series B C Preferred Stock in proportion to the amount of such stock owned by each such holder.

Liquidation Preference. (a) In the event of Upon any voluntary or involuntary liquidation, dissolution or winding up of this corporationthe Corporation, either voluntary or involuntary, subject each Series 6 Preferred Share entitles the holder thereof to the rights of series of Preferred Stock that may from time receive and to time come into existence, the holders of Series A Preferred Stock and Series B Preferred Stock shall be entitled to receive, pro-rata and prior and in preference to any distribution of any paid out of the assets of this corporation the Corporation available for distribution, before any distribution or payment may be made to a holder of any Class A Shares, any Class B Shares of the holders Corporation (the “Class B Shares”), any Class C Shares of Common Stock by reason of their ownership thereof, the Corporation (i“Class C Shares”) with respect or any other shares ranking junior as to capital to the Series A 6 Preferred StockShares, an amount per share Series 6 Preferred Share equal to the sum greater of (Ai) $6.675 the Base Liquidation Preference (as defined below), as increased by the Accretion Rate (as defined below) from the most recent Quarterly Compounding Date to the date of such liquidation, dissolution or winding up (without duplication of changes to the Base Liquidation Preference as provided for each outstanding share of Series A Preferred Stock (the "Original Series A Issue Price"in SECTION 3(b)) plus any accrued but unpaid Dividends with respect thereto, and (Bii) an amount equal to the sum amount the holders of (I) five percent (5%) return on the Original Series A Issue Price, compounded annually from the Series A Purchase Date (as defined herein) through the date of 6 Preferred Shares would have received per Series 6 Preferred Share upon liquidation, dissolution or winding up of this corporation the Corporation had such holders converted their Series 6 Preferred Shares into Class A Shares immediately prior thereto, without giving effect to the limitations set forth in SECTION 6(b) and disregarding any rounding for fractional amounts (IIthe greater of the amount in clause (i) declared but unpaid dividends on each share and clause (ii) with respect ), the “Liquidation Preference”). Notwithstanding the foregoing or anything in this Designation to the Series B Preferred Stockcontrary, an amount per share equal immediately prior to and conditioned upon the sum consummation of (A) $6.675 for each outstanding share of Series B Preferred Stock (the "Original Series B Issue Price") and (B) an amount equal to the sum of (I) five percent (5%) return on the Original Series B Issue Price, compounded annually from the Series B Purchase Date (as defined herein) through the date of any voluntary or involuntary liquidation, dissolution or winding up of this corporation the Corporation, if the amount set forth in clause (i) above is greater than the amount set forth in clause (ii) above, any holder of outstanding Series 6 Preferred Shares shall have the right to convert its Series 6 Preferred Shares into Class A Shares by substituting the Fair Market Value of a Class A Share for the then-applicable Conversion Price (as defined below) and (II) declared but unpaid dividends on each share. If upon the occurrence of such event, the assets and funds thus distributed among the holders of the Series A Preferred Stock and Series B Preferred Stock shall be insufficient to permit the payment to such holders of the full aforesaid preferential amounts, then, subject without giving effect to the rights of series of Preferred Stock that may from time to time come into existence, the entire assets limitations set forth in SECTION 6(b) and funds of the corporation legally available disregarding any rounding for distribution shall be distributed ratably among the holders of the Series A Pre- ferred Stock and Series B Preferred Stock in proportion to the amount of such stock owned by each such holderfractional amounts.

Liquidation Preference. (a) 8.1.1. In the event of of: (i) any liquidation, dissolution or winding up liquidation of this corporation, either voluntary the Company; or involuntary, subject (ii) the appointment of a receiver or liquidator with respect to all or substantially all of the rights of series of Preferred Stock that may from time to time come into existence, Company's assets: (A) the holders of Series A the Preferred Stock and Series B Preferred Stock Shares at such event, shall be entitled to receive, pro-rata and prior to and in preference to any distribution of payments to any of the assets of this corporation to the holders of Common Stock by reason any other classes of their ownership thereofshares of the Company, (i) with respect to in full, the Series A U.S. Dollar amount paid for such Preferred Stock, an B Shares plus interest on such amount of 10% per share equal to the sum of (A) $6.675 for each outstanding share of Series A Preferred Stock year (the "Original Series A Issue PricePreferred B Preference Amount") and (B) an amount equal to the sum of (I) five percent (5%) return on the Original Series A Issue Price, compounded annually from the Series A Purchase Date (as defined herein) through the date of liquidation, dissolution or winding up of this corporation and (II) declared but unpaid dividends on each share and (ii) with respect to the Series B Preferred Stock, an amount per share equal to the sum of (A) $6.675 for each outstanding share of Series B Preferred Stock (the "Original Series B Issue Price") and (B) an amount equal to the sum of (I) five percent (5%) return on the Original Series B Issue Price, compounded annually from the Series B Purchase Date (as defined herein) through the date of liquidation, dissolution or winding up of this corporation and (II) declared but unpaid dividends on each share). If upon the occurrence of such event, the assets and funds thus distributed among the holders of the Series A Preferred Stock and Series B Preferred Stock Shares shall be insufficient to permit the payment to such holders of the full aforesaid preferential amountsPreferred B Preference Amount, then, subject to the rights of series of Preferred Stock that may from time to time come into existence, then the entire assets and funds of the corporation legally available for distribution shall be distributed ratably pro-rata among the holders of the Series A Pre- ferred Stock and Series Preferred B Preferred Stock Shares in proportion to the Preferred B Preference Amount each such holder would otherwise have been entitled to receive; and (B) after payment to holders of Preferred B Shares of the Preferred B Preference Amount, prior to and in preference to any distribution of the entire remaining assets and funds of the Company legally available for distribution, if any, to the holders of all other classes of shares, Isratech shall be entitled to receive in full, the US Dollar amount paid by Isratech for each of the Ordinary A Shares, held by Isratech at that time (the aggregate amount shall be not more than USD 1,000,000), plus interest on such amount of such stock owned 4% per year (the "Isratech Preference Amount") (which collectively together with the Preferred B Preference Amount shall be hereinafter referred to as the "Preference Amount"); and (C) after payment to the holders of the Preferred B Shares and Israetech of the respective Preference Amounts, the entire remaining assets and funds of the Company legally available for distribution, if any, shall be distributed ratably to the holders of all Ordinary Shares, Ordinary A Shares and Preferred B Shares (treating the Preferred B Shares on an as converted basis), in each case in proportion to the nominal value of the shares then held by each such holderthem.

Liquidation Preference. (a) In the event of any liquidation, dissolution or winding up of this corporationCorporation, either voluntary or involuntary, subject to the rights of series of Preferred Stock that may from time to time come into existence, the holders of Series A Preferred Stock and Series B AA Preferred Stock shall be entitled to receive, pro-rata and prior and in preference to any distribution of any of the assets of this corporation Corporation to the holders of Common Stock by reason of their ownership thereof, (i) with respect to the Series A Preferred Stock, an amount per share equal to the sum of (Ai) $6.675 30.59 for each outstanding share of Series A AA Preferred Stock (the "Original Series A AA Issue Price") and (B) an amount equal subject to adjustment of such fixed dollar amounts for any stock splits, stock dividends, combinations, recapitalizations or the sum of (I) five percent (5%) return on the Original Series A Issue Price, compounded annually from the Series A Purchase Date (as defined herein) through the date of liquidation, dissolution or winding up of this corporation and (II) declared but unpaid dividends on each share and (ii) like with respect to the Series B AA Preferred Stock), an amount (ii) accrued but unpaid dividends on such share, and (iii) a per share equal to the sum of (A) $6.675 for each outstanding share of Series B Preferred Stock (the "Original Series B Issue Price") and (B) an amount equal to the sum difference obtained by subtracting (A) the product of (I) five ten percent (5%) return on of the Original Series B Issue Priceannual per share dividend multiplied by a fraction, compounded annually from the Series B Purchase Date (as defined herein) through numerator of which is the number of days elapsed since the date upon which the first share of liquidationSeries AA Preferred Stock was first issued (the "Purchase Date") and the denominator of which is 365, dissolution or winding up of this corporation from (B) the annual per share dividend. The sum obtained by adding the amounts described in clauses (i), (ii) and (IIiii) declared but unpaid dividends on each shareof the preceding sentence is referred to herein as the "Series AA Liquidation Preference". If upon the occurrence of such event, the assets and funds thus distributed among the holders of the Series A Preferred Stock and Series B AA Preferred Stock shall be insufficient to permit the payment to such holders of the full aforesaid preferential amounts, then, subject to the rights of series of Preferred Stock that may from time to time come into existence, the entire assets and funds of the corporation this Corporation legally available for distribution shall be distributed ratably among the holders of the Series A Pre- ferred Stock and Series B AA Preferred Stock in proportion to the amount of such stock owned by each such holder.

Liquidation Preference. (ai) In the event of any liquidation, dissolution or winding up of this corporationthe Company, either whether voluntary or involuntary, subject to each holder of the rights of series of Preferred Stock that may from time to time come into existence, the holders of Series A Preferred Stock and Series B Preferred Stock Shares shall be entitled to receive, pro-on a pro rata and basis, prior and in preference to any distribution of any of the assets or funds of this corporation the Company to the holders of Common Stock any other class of shares of the Company ranked junior to the Preferred Shares (including the Ordinary Shares) by reason of their such holder’s ownership thereof, (iA) with respect to in the case of the Series A Preferred StockShares, an amount per share equal to the greater of (1) the sum of (Ax) $6.675 for each outstanding share of the Series A Preferred Stock Shares Purchase Price (as adjusted for any share dividends, combinations, splits, recapitalizations or the "Original Series A Issue Price") and (B) an amount equal to the sum like on, of (I) five percent (5%) return on the Original Series A Issue Price, compounded annually from or affecting the Series A Purchase Date Preferred Shares), for each Series A Preferred Share then held by such holder and (y) any and all declared but unpaid dividends on each such Series A Preferred Share and (2) such amount per Series A Preferred Share as defined herein) through the date of would have been payable had all such Series A Preferred Shares been converted into Ordinary Shares immediately prior to such liquidation, dissolution or winding up of this corporation (such amount payable, the “Series A Liquidation Preference”), and (IIB) in the case of the Series B Preferred Shares, the greater of (1) the sum of (x) the Series B Preferred Shares Purchase price (as adjusted for any share dividends, combinations, splits, recapitalizations, or the like on, of or affecting the Series B Preferred Shares), for each Series B Preferred Share then held by such holder and (y) any and all declared but unpaid dividends on each share and (ii) with respect to the such Series B Preferred Stock, an Share and (2) such amount per share equal to the sum of (A) $6.675 for each outstanding share of Series B Preferred Stock (the "Original Share as would have been payable had all such Series B Issue Price") and (B) an amount equal Preferred Shares been converted into Ordinary Shares immediately prior to the sum of (I) five percent (5%) return on the Original Series B Issue Price, compounded annually from the Series B Purchase Date (as defined herein) through the date of such liquidation, dissolution or winding up of this corporation and (II) declared but unpaid dividends on each sharesuch amount payable, the “Series B Liquidation Preference”). If If, upon the occurrence of such event, the assets and funds thus distributed among the holders of the Series A Preferred Stock and Series B Preferred Stock Shares shall be insufficient to permit the payment to such holders of the full aforesaid preferential amountsLiquidation Preference, then, subject to the rights of series of Preferred Stock that may from time to time come into existence, then the entire assets and funds of the corporation Company legally available for distribution shall be distributed ratably pro rata among the holders of the Series A Pre- ferred Stock and Series B Preferred Stock Shares in proportion to the amount of such stock owned by relevant Liquidation Preference each such holderholder is otherwise entitled to receive. If any holder of Preferred Shares shall be deemed to have converted Preferred Shares into Ordinary Shares pursuant to this paragraph, then such holder shall not be entitled to receive any distribution that would otherwise be made to holders of Preferred Shares that have not converted (or have not been deemed to have converted) into Ordinary Shares.

Liquidation Preference. (a) In the event of any liquidation, dissolution or winding up of this corporationthe Corporation, either voluntary prior and in preference to any distribution of any of the assets or involuntary, subject funds of the Corporation to the rights holders of series of Series C-1 Preferred Stock that may from time to time come into existenceand any Junior Securities by reason of their ownership of such stock, the holders of Series A Preferred Stock and Series B Preferred Stock shall be entitled to receivereceive for each outstanding share of Series A Preferred Stock and Series B Preferred Stock then held by them an amount equal to $1,000.00 (the "Series A/B Liquidation Preference") plus accrued and unpaid cumulative dividends on such share (as adjusted for any recapitalizations, pro-rata stock combinations, stock dividends, stock splits and the like). Following the payment of the Series A/B Liquidation Preference, and prior and in preference to any distribution of any of the assets or funds of this corporation the Corporation to the holders of Common Stock Junior Securities by reason of their ownership thereofof such stock, (i) with respect the holders of Series C-1 Preferred Stock shall be entitled to the Series A Preferred Stock, an amount per share equal to the sum of (A) $6.675 receive for each outstanding share of Series A C-1 Preferred Stock (the "Original Series A Issue Price") and (B) then held by them in an amount equal to $1,000.00 (the sum of (I"Series C-1 Liquidation Preference") five percent (5%) return plus any declared but unpaid dividends on the Original Series A Issue Price, compounded annually from the Series A Purchase Date such shares (as defined herein) through adjusted for any recapitalizations, stock combinations, stock dividends, stock splits and the date like). If, upon the occurrence of a liquidation, dissolution or winding up of this corporation and (II) declared but unpaid dividends on each share and (ii) with respect to the Series B Preferred Stock, an amount per share equal to the sum of (A) $6.675 for each outstanding share of Series B Preferred Stock (the "Original Series B Issue Price") and (B) an amount equal to the sum of (I) five percent (5%) return on the Original Series B Issue Price, compounded annually from the Series B Purchase Date (as defined herein) through the date of liquidation, dissolution or winding up of this corporation and (II) declared but unpaid dividends on each share. If upon the occurrence of such eventup, the assets and funds thus distributed among the holders of the Series A Preferred Stock and Series B Preferred Stock Corporation legally available for distribution to stockholders by reason of their ownership of stock of the Corporation shall be insufficient to permit the payment to such holders of the full aforesaid aforementioned preferential amountsamount on the Series C-1 Preferred Stock, then, subject to the rights of series of Preferred Stock that may from time to time come into existence, then the entire assets and funds of the corporation Corporation legally available for distribution to stockholders by reason of their ownership of stock of the Corporation shall be distributed ratably among the holders of the Series A Pre- ferred C-1 Preferred Stock and holders of any other such Parity Securities ratably in accordance with the respective amounts that would be payable on such shares of Series B C-1 Preferred Stock and such Parity Securities if the amounts payable thereon were paid in proportion to the amount of such stock owned by each such holderfull.

Liquidation Preference. (a) In the event of any liquidation, dissolution or winding up of this corporationthe Corporation, either voluntary prior and in preference to any distribution of any of the assets or involuntary, subject funds of the Corporation to the rights holders of series of Series C-2 Preferred Stock that may from time to time come into existenceand any Junior Securities by reason of their ownership of such stock, the holders of Series A Preferred Stock and Series B Preferred Stock shall be entitled to receivereceive for each outstanding share of Series A Preferred Stock and Series B Preferred Stock then held by them an amount equal to $1,000.00 (the "Series A/B Liquidation Preference") plus accrued and unpaid cumulative dividends on such share (as adjusted for any recapitalizations, pro-rata stock combinations, stock dividends, stock splits and the like). Following the payment of the Series A/B Liquidation Preference, and prior and in preference to any distribution of any of the assets or funds of this corporation the Corporation to the holders of Common Stock Junior Securities by reason of their ownership thereofof such stock, (i) with respect the holders of Series C-2 Preferred Stock shall be entitled to the Series A Preferred Stock, an amount per share equal to the sum of (A) $6.675 receive for each outstanding share of Series A C-2 Preferred Stock (the "Original Series A Issue Price") and (B) then held by them in an amount equal to $1,000.00 (the sum of (I"Series C-2 Liquidation Preference") five percent (5%) return plus any declared but unpaid dividends on the Original Series A Issue Price, compounded annually from the Series A Purchase Date such shares (as defined herein) through adjusted for any recapitalizations, stock combinations, stock dividends, stock splits and the date like). If, upon the occurrence of a liquidation, dissolution or winding up of this corporation and (II) declared but unpaid dividends on each share and (ii) with respect to the Series B Preferred Stock, an amount per share equal to the sum of (A) $6.675 for each outstanding share of Series B Preferred Stock (the "Original Series B Issue Price") and (B) an amount equal to the sum of (I) five percent (5%) return on the Original Series B Issue Price, compounded annually from the Series B Purchase Date (as defined herein) through the date of liquidation, dissolution or winding up of this corporation and (II) declared but unpaid dividends on each share. If upon the occurrence of such eventup, the assets and funds thus distributed among the holders of the Series A Preferred Stock and Series B Preferred Stock Corporation legally available for distribution to stockholders by reason of their ownership of stock of the Corporation shall be insufficient to permit the payment to such holders of the full aforesaid aforementioned preferential amountsamount on the Series C-2 Preferred Stock, then, subject to the rights of series of Preferred Stock that may from time to time come into existence, then the entire assets and funds of the corporation Corporation legally available for distribution to stockholders by reason of their ownership of stock of the Corporation shall be distributed ratably among the holders of the Series A Pre- ferred C-2 Preferred Stock and holders of any other such Parity Securities ratably in accordance with the respective amounts that would be payable on such shares of Series B C-2 Preferred Stock and such Parity Securities if the amounts payable thereon were paid in proportion to the amount of such stock owned by each such holderfull.

Liquidation Preference. (a) In the event of any liquidation, dissolution or winding up of this corporationthe Corporation, either voluntary or involuntary, or any Deemed Liquidation Event (as defined below), subject to the rights of any series of Preferred Stock that may from time to time come into existence, the holders of the Series A Preferred Stock and Series B C Preferred Stock shall be entitled to receive, pro-rata and receive out of the assets of the Corporation available for distribution to its shareholders prior and in preference to any distribution of any of the assets of this corporation the Corporation to the holders of Series B Preferred Stock, Series A Preferred Stock, Common Stock or any other shares of capital stock of the Corporation by reason of their ownership thereof, (i) with respect to the Series A Preferred Stock, an amount per share equal to the sum of $2.75 per share (Asubject to appropriate adjustment for stock splits, stock dividends, combinations and other similar recapitalizations affecting such shares) $6.675 for each outstanding share of Series A C Preferred Stock then held by them (the "“Series C Original Series A Issue Price") and (B) ”), plus an amount equal to the sum of all accumulated (Iwhether or not declared) five percent (5%) return on the Original Series A Issue Price, compounded annually from the Series A Purchase Date (as defined herein) through the date of liquidation, dissolution or winding up of this corporation and (II) declared but unpaid dividends on each share and (iiincluding any unpaid Series C Dividends) with respect (such amount hereinafter being referred to as the “Series C Liquidation Amount”); provided, however, that the holders of the Series B Preferred Stock, an amount per share equal to the sum of (A) $6.675 for each outstanding share of Series B C Preferred Stock (the "Original Series B Issue Price") and (B) an amount equal shall not be entitled to the sum of (I) five percent (5%) return on the Original Series B Issue Price, compounded annually from the Series B Purchase Date (as defined herein) through the date of liquidation, dissolution or winding up of this corporation and (II) declared receive such accumulated but unpaid dividends on each sharein the event of a Deemed Liquidation Event in which the Deemed Liquidation Event Consideration paid or distributed to the holders of capital stock of the Corporation is at least $8.25 per share (subject to appropriate adjustment for stock splits, stock disbursements, combinations and other similar recapitalizations affecting such shares). If If, upon the occurrence of such liquidation event, the assets and funds thus distributed among the holders of the Series A Preferred Stock and Series B C Preferred Stock shall be insufficient to permit the payment to such holders of the full aforesaid preferential amountsSeries C Liquidation Amount, then, subject to the rights of series of Preferred Stock that may from time to time come into existence, then the entire assets and funds of the corporation Corporation legally available for distribution shall be distributed ratably among the holders of the Series A Pre- ferred Stock and Series B C Preferred Stock in proportion to the preferential amount of such stock owned by each such holderholder is otherwise entitled to receive.

Liquidation Preference. (a) In the event of any liquidation, dissolution or winding up of this corporation, either voluntary or involuntary, subject to the rights of series of Preferred Stock that which may from time to time come into existence, the holders of Series A Preferred Stock, Series B Preferred Stock and Series B C Preferred Stock shall be entitled to receive, pro-rata and prior and in preference to any distribution of any of the assets of this corporation to the holders of Common Stock by reason of their ownership thereof, (i) with respect to the Series A Preferred Stock, an amount per share equal to the sum of (Ai) $6.675 1.00 for each outstanding share of Series A Preferred Stock (the "Original Series A Issue Price") and (B) an amount equal to the sum of (I) five percent (5%) return on the Original Series A Issue Price, compounded annually from the Series A Purchase Date (as defined herein) through the date of liquidation, dissolution or winding up of this corporation and (II) declared but unpaid dividends on each share and (ii) with respect to the Series B Preferred Stock, an amount per share equal to the sum of (A) $6.675 4.45 for each outstanding share of Series B Preferred Stock and $8.04 for each outstanding share of Series C Preferred Stock (hereafter referred to as the "Original Series A Issue Price", "Original Series B Issue Price," and ") Original Series C Issue Price", respectively), and (Bii) an amount equal to the sum of (I) five percent (5%) return on the Original Series B Issue Price, compounded annually from the Series B Purchase Date (as defined herein) through the date of liquidation, dissolution or winding up of this corporation and (II) declared but unpaid dividends on each such share. If upon the occurrence of such event, the assets and funds thus distributed among the holders of the Series A Preferred Stock, Series B Preferred Stock and Series B C Preferred Stock shall be insufficient to permit the payment to such holders of the full aforesaid preferential amounts, then, subject to the rights of series of Preferred Stock that which may from time to time come into existence, the entire assets and funds of the corporation legally available for distribution shall be distributed ratably among the holders of the Series A Pre- ferred Preferred Stock, Series B Preferred Stock and Series B C Preferred Stock in proportion to the amount product of the liquidation preference of each such share and the number of such stock shares owned by each such holder.

Liquidation Preference. (a) In the event of any liquidation, dissolution or winding up of this corporation, either voluntary or involuntary, subject to the rights of series of Preferred Stock that may from time to time come into existence, the holders of Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, Series Z Preferred Stock, Series A-1 Preferred Stock, Series B-1 Preferred Stock and Series B C-1 Preferred Stock shall be entitled to receive, pro-rata and prior and in preference to any distribution of any of the assets of this corporation to the holders of Series J Preferred Stock or Common Stock by reason of their ownership thereof, (i) with respect to the Series A Preferred Stock, an amount per share equal to the sum of (Ai) $6.675 0.50 for each outstanding share of Series A Preferred Stock (the "Original Series A Issue Price") and (B) an amount equal to the sum of (I) five percent (5%) return on the Original Series A Issue Price), compounded annually from the Series A Purchase Date (as defined herein) through the date of liquidation, dissolution or winding up of this corporation and (II) declared but unpaid dividends on each share and (ii) with respect to the Series B Preferred Stock, an amount per share equal to the sum of (A) $6.675 0.75 for each outstanding share of Series B Preferred Stock (the "Original Series B Issue Price"), (iii) $0.62 for each outstanding share of Series C Preferred Stock (the "Original Series C Issue Price"), (iv) $0.50 for each outstanding share of Series Z Preferred Stock (the "Original Series Z Issue Price"), (v) $0.50 for each outstanding share of Series A-1 Preferred Stock (the "Original Series A-1 Issue Price"), (vi) $0.75 for each outstanding share of Series B-1 Preferred Stock (the "Original Series B-1 Issue Price"), (vii) $0.62 for each outstanding share of Series C-1 Preferred Stock (the "Original Series C-1 Issue Price") and (Bviii) an amount equal to the sum of (I) five percent (5%) return on the Original Series B Issue Price, compounded annually from the Series B Purchase Date (as defined herein) through the date of liquidation, dissolution or winding up of this corporation and (II) declared but unpaid dividends on each sharesuch share of Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, Series Z Preferred Stock, Series A-1 Preferred Stock, Series B-1 Preferred Stock and Series C-1 Preferred Stock, respectively. If upon the occurrence of such event, the assets and funds thus distributed among the holders of the Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, Series Z Preferred Stock, Series A-1 Preferred Stock, Series B-1 Preferred Stock and Series B C-1 Preferred Stock shall be insufficient to permit the payment to such holders of the full aforesaid preferential amounts, then, subject to the rights of series of Preferred Stock that may from time to time come into existence, the entire assets and funds of the corporation legally available for distribution shall be distributed ratably among the holders of the Series A Pre- ferred Stock and Series B Preferred Stock in proportion to the amount of such stock owned by each such holder.corporation