Common use of Preferred Stock Clause in Contracts

Preferred Stock. Any redemption of shares of Class A-1 Preferred Stock shall be effected at a redemption price of $10.00 per share plus, in each case, an amount equal to all dividends (whether or not earned or declared) accrued and unpaid on such share of Class A-1 Preferred Stock to the date fixed for redemption. Notice of any proposed redemption of shares of Class A-1 Preferred Stock shall be given by the Corporation by mailing a copy of such notice no less than 20 days nor more than 60 days prior to the date fixed for such redemption to holders of record of the shares of Class A-1 Preferred Stock to be redeemed at their respective addresses appearing on the books of the Corporation. Said notice shall specify the shares called for redemption, the redemption price and the place at which and date on which the shares called for redemption will, upon presentation and surrender of the certificates of stock evidencing such shares, be redeemed and the redemption price therefor paid. In the case of the redemption of less than all the outstanding shares of Class A-1 Preferred Stock, such redemption shall be of full shares selected by lot among all then outstanding Class A-1 Preferred Stock in such manner as may be prescribed by the Board of Directors. From and after the date fixed in any such notice as the date of redemption of shares of Class A-1 Preferred Stock, unless default shall be made by the Corporation in providing monies at the time and place specified for the payment of the redemption price pursuant to such notice, all dividends on the Class A-1 Preferred Stock thereby called for redemption shall cease to accrue and all rights of the holders thereof as stockholders of the Corporation, except the right to receive the redemption price, shall cease and terminate. All shares of Class A-1 Preferred Stock which shall at any time have been redeemed shall, after such redemption, have the status of authorized but unissued shares of Preferred Stock, without designation as to series until such shares are once more designated as part of a particular series by the Board of Directors or an Authorized Board Committee.

Preferred Stock. Any redemption At least forty five (45) days prior to any Transfer of Preferred Stock by any Stockholder (each a "Preferred Transferor") to any Person other than the Company or a Wholly Owned Subsidiary (other than pursuant to redemptions of Preferred Stock pursuant to the Certificate of Incorporation of the Company, a Permitted Transfer, a Special Foundation Transfer, a Special Foundation Transfer Without Consideration, a Public Sale or the Call), the Preferred Transferor shall deliver a written notice (the "Preferred Sale Notice") to the Company (and the Company shall promptly deliver the Preferred Sale Notice to the other holders of Preferred Stock), specifying in reasonable detail the number of shares of Class A-1 Preferred Stock shall be effected at a redemption price of $10.00 per share plus, in each case, an amount equal to all dividends (whether or not earned or declared) accrued and unpaid on such share of Class A-1 Preferred Stock to the date fixed for redemption. Notice of any proposed redemption of shares of Class A-1 Preferred Stock shall be given by the Corporation by mailing a copy of such notice no less than 20 days nor more than 60 days prior to the date fixed for such redemption to holders of record of the shares of Class A-1 Preferred Stock to be redeemed Transferred, the proposed terms, and conditions of the proposed Transfer and the identity of the prospective transferee(s). Upon receipt of the Preferred Sale Notice, each of the other holders of Preferred Stock (the "Tag-along Preferred Stockholders") shall have a right (a "Preferred Tag-along Right") to participate in the contemplated Transfer by delivering written notice (the "Preferred Tag-along Notice") to the Preferred Transferor and the Company within 30 days after receipt by the Tag-along Preferred Stockholders of the Preferred Sale Notice. If any Tag-along Preferred Stockholder has elected to participate in such Transfer, the Preferred Transferor and each such electing Tag-along Preferred Stockholder shall be entitled to sell in the contemplated Transfer, at their respective addresses appearing the same price per share and on the books of the Corporation. Said notice shall specify the shares called for redemptionsame terms, the redemption price and the place at which and date on which the shares called for redemption will, upon presentation and surrender of the certificates of stock evidencing such shares, be redeemed and the redemption price therefor paid. In the case of the redemption of less than all the outstanding shares of Class A-1 Preferred Stock, such redemption shall be of full shares selected by lot among all then outstanding Class A-1 Preferred Stock in such manner as may be prescribed by the Board of Directors. From and after the date fixed in any such notice as the date of redemption a number of shares of Class A-1 Preferred Stock, unless default shall be made by the Corporation in providing monies at the time and place specified for the payment of the redemption price pursuant to such notice, all dividends on the Class A-1 Preferred Stock thereby called for redemption shall cease equal to accrue and all rights the product of (i) the holders thereof as stockholders percentage of the Corporation, except the right to receive the redemption price, shall cease and terminate. All shares of Class A-1 Preferred Stock which shall at any time have been redeemed shall, after held by such redemption, have Person and (ii) the status number of authorized but unissued shares of Preferred StockStock to be sold in the contemplated Transfer. The Preferred Transferor shall use commercially reasonable efforts to obtain the agreement of the prospective transferee(s) to the participation of the Tag-along Preferred Stockholders in the contemplated Transfer, without designation and no Preferred Transferor shall Transfer any shares of Preferred Stock to any prospective transferee(s) if such transferee(s) refuses to allow the full participation of the Tag-along Preferred Stockholders as to series until such shares are once more designated as part of a particular series by the Board of Directors or an Authorized Board Committeeset forth herein.

Preferred Stock. Any If the Company shall fail to redeem all of the Series C Preferred Stock submitted for redemption (other than pursuant to a dispute as to the arithmetic calculation of the Applicable Redemption Price), in addition to any remedy such holder of Series C Preferred Stock may have under this Certificate of Designation and such holder’s applicable Purchase Agreement, the Applicable Redemption Price payable in respect of such unredeemed Series C Preferred Stock shall bear interest at the rate of 1.0% per month (prorated for partial months) until paid in full. Until the Company pays such unpaid Applicable Redemption Price in full to a holder of shares of Class A-1 Series C Preferred Stock submitted for redemption, such holder shall have the option (the “Void Optional Redemption Option”) to, in lieu of redemption, require the Company to promptly return to such holder(s) all of the shares of Series C Preferred Stock that were submitted for redemption by such holder(s) under this Section 8 and for which the Applicable Redemption Price has not been paid, by sending written notice thereof to the Company (the “Void Optional Redemption Notice”). Upon the Company’s receipt of such Void Optional Redemption Notice(s) and prior to payment of the full Applicable Redemption Price to such holder, (i) the notice(s) of redemption shall be null and void with respect to those shares of Series C Preferred Stock submitted for redemption and for which the Applicable Redemption Price has not been paid, (ii) the Company shall immediately return any Series C Preferred Stock submitted to the Company by each such holder for redemption and for which the Applicable Redemption Price has not been paid and (iii) the Conversion Price of such returned shares of Series C Preferred Stock shall be effected at a redemption price of $10.00 per share plus, in each case, an amount equal to all dividends (whether or not earned or declared) accrued and unpaid on such share of Class A-1 Preferred Stock adjusted to the lesser of (A) the Conversion Price and (B) the lowest Closing Bid Price during the period beginning on the date fixed for redemption. Notice on which the notice of any proposed redemption of shares of Class A-1 Preferred Stock is delivered and ending on the date on which the Void Option Redemption Notice(s) is delivered to the Company; provided that no adjustment shall be given by made if such adjustment would result in an increase of the Corporation by mailing Conversion Price then in effect. A holder’s delivery of a copy Void Optional Redemption Notice and exercise of its rights following such notice no less than 20 days nor more than 60 days shall not affect the Company’s obligations to make any payments which have accrued prior to the date fixed for such redemption to holders of record of the shares of Class A-1 Preferred Stock to be redeemed at their respective addresses appearing on the books of the Corporation. Said notice shall specify the shares called for redemption, the redemption price and the place at which and date on which the shares called for redemption will, upon presentation and surrender of the certificates of stock evidencing such shares, be redeemed and the redemption price therefor paid. In the case of the redemption of less than all the outstanding shares of Class A-1 Preferred Stock, such redemption shall be of full shares selected by lot among all then outstanding Class A-1 Preferred Stock in such manner as may be prescribed by the Board of Directors. From and after the date fixed in any such notice as the date of redemption of shares of Class A-1 Preferred Stock, unless default shall be made by the Corporation in providing monies at the time and place specified for the payment of the redemption price pursuant to such notice. For the avoidance of doubt, all dividends on the Class A-1 Preferred Stock thereby called payments provided for redemption in this Section 8 shall cease have priority to accrue and all rights of the holders thereof as payments to other stockholders of the Corporation, except the right to receive the redemption price, shall cease and terminate. All shares of Class A-1 Preferred Stock which shall at any time have been redeemed shall, after such redemption, have the status of authorized but unissued shares of Preferred Stock, without designation as to series until such shares are once more designated as part of in connection with a particular series by the Board of Directors or an Authorized Board CommitteeMajor Transaction.

Preferred Stock. Any Our Restated Certificate provides that shares of Preferred Stock may be issued from time to time in one or more series. Our board of directors is authorized to fix the voting rights, if any, designations, powers, preferences, the relative, participating, optional or other special rights and any qualifications, limitations and restrictions thereof, applicable to the shares of each series. Our board of directors will be able to, without stockholder approval, issue Preferred Stock with voting and other rights that could adversely affect the voting power and other rights of the holders of the Common Stock and could have anti-takeover effects. The ability of our board of directors to issue Preferred Stock without stockholder approval could have the effect of delaying, deferring or preventing a change of control or the removal of our management. Public Warrants Each whole Public Warrant entitles the registered holder to purchase one share of our Common Stock at a price of $11.50 per share, subject to adjustment as discussed below, at any time commencing on January 20, 2021. The Public Warrants will expire on December 21, 2025, at 5:00 p.m., New York City time, or earlier upon redemption or liquidation. We will not be obligated to deliver any shares of Common Stock pursuant to the exercise of a Public Warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act with respect to the shares of Common Stock underlying the Public Warrants is then effective and a prospectus relating thereto is current, subject to our satisfying our obligations described below with respect to registration. No Public Warrant will be exercisable and we will not be obligated to issue shares of Common Stock upon exercise of a Public Warrant unless Common Stock issuable upon such Public Warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the Public Warrants. In the event that the conditions in the two immediately preceding sentences are not satisfied with respect to a Public Warrant, the holder of such Public Warrant will not be entitled to exercise such Public Warrant and such Public Warrant may have no value and expire worthless. In no event will we be required to net cash settle any Public Warrant. In the event that a registration statement is not effective for the exercised Public Warrants, the purchaser of a unit containing such Public Warrant will have paid the full purchase price for the unit solely for the share of Common Stock underlying such unit. We have filed with the Securities and Exchange Commission a registration statement for the registration under the Securities Act of the shares of Common Stock issuable upon exercise of the Public Warrants and will use our best efforts to maintain a current prospectus relating to the Common Stock issuable upon exercise of the Public Warrants, until the expiration of the Public Warrants in accordance with the provisions of the warrant agreement (the “Warrant Agreement”), which is filed as an exhibit to our Annual Report on Form 10-K and is incorporated by reference herein. During any period when we will have failed to maintain an effective registration statement, warrantholders may exercise Public Warrants on a cashless basis pursuant to the exemption provided by Section 3(a)(9) of the Securities Act, provided that such exemption is available. If that exemption, or another exemption, is not available, holders will not be able to exercise their Public Warrants on a cashless basis. We may call the Public Warrants for redemption: • in whole and not in part; • at a price of $0.01 per Public Warrant; • upon not less than 30 days’ prior written notice of redemption to each warrantholder; and • if, and only if, the reported last reported sale price of the Common Stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period ending three business days before we send the notice of redemption to the warrantholders. If and when the Public Warrants become redeemable by us, we may not exercise our redemption right if the issuance of shares of Class A-1 Preferred Common Stock shall be effected at upon exercise of the Public Warrants is not exempt from registration or qualification under applicable state blue sky laws or we are unable to effect such registration or qualification. We will use our best efforts to register or qualify such shares of Common Stock under the blue sky laws of the state of residence in those states in which the Public Warrants were offered by us in this offering. We have established the last of the redemption criteria discussed above to prevent a redemption call unless there is at the time of the call a significant premium to the warrant exercise price. If the foregoing conditions are satisfied and we issue a notice of redemption of the Public Warrants, each warrantholder will be entitled to exercise its Public Warrants prior to the scheduled redemption date. However, the price of the Common Stock may fall below the $10.00 per share plus18.00 redemption trigger price (as adjusted for stock splits, in each casestock dividends, an amount equal reorganizations, recapitalizations and the like) as well as the $11.50 warrant exercise price after the redemption notice is issued. If we call the Public Warrants for redemption as described above, our management will have the option to require any holder that wishes to exercise its warrant to do so on a “cashless basis.” In determining whether to require all dividends (whether or not earned or declared) accrued holders to exercise their Public Warrants on a “cashless basis,” our management will consider, among other factors, our cash position, the number of Public Warrants that are outstanding and unpaid the dilutive effect on such share our stockholders of Class A-1 Preferred Stock to issuing the date fixed for redemption. Notice of any proposed redemption maximum number of shares of Class A-1 Preferred Common Stock shall be given issuable upon the exercise of our Public Warrants. If our management takes advantage of this option, all holders of Public Warrants would pay the exercise price by surrendering their Public Warrants for that number of shares of Common Stock equal to the quotient obtained by dividing (x) the product of the number of shares of Common Stock underlying the Public Warrants, multiplied by the Corporation difference between the exercise price of the Public Warrants and the “fair market value” (defined below) by mailing a copy (y) the fair market value. The “fair market value” shall mean the average last reported sale price of such notice no less than 20 the Common Stock for the 10 trading days nor more than 60 days ending on the third trading day prior to the date fixed for such on which the notice of redemption is sent to the holders of record the Public Warrants. If our management takes advantage of this option, the notice of redemption will contain the information necessary to calculate the number of shares of Common Stock to be received upon exercise of the Public Warrants, including the “fair market value” in such case. Requiring a cashless exercise in this manner will reduce the number of shares of Common Stock to be issued and thereby lessen the dilutive effect of a warrant redemption. We believe this feature is an attractive option to us if we do not need the cash from the exercise of the Public Warrants after the Business Combination. A holder of a Public Warrant may notify us in writing in the event it elects to be subject to a requirement that such holder will not have the right to exercise such Public Warrants, to the extent that after giving effect to such exercise, such person (together with such person’s affiliates), to the warrant agent’s actual knowledge, would beneficially own in excess of 4.9% or 9.8% (or such other amount as a holder may specify) of the shares of Class A-1 Preferred Common Stock outstanding immediately after giving effect to be redeemed at their respective addresses appearing such exercise. If the number of outstanding shares of Common Stock is increased by a stock dividend payable in shares of Common Stock, or by a split-up of shares of Common Stock or other similar event, then, on the books effective date of the Corporation. Said notice shall specify the shares called for redemptionsuch stock dividend, split-up or similar event, the redemption price and the place at which and date number of shares of Common Stock issuable on which the shares called for redemption will, upon presentation and surrender exercise of the certificates of stock evidencing each Public Warrant will be increased in proportion to such shares, be redeemed and the redemption price therefor paid. In the case of the redemption of less than all increase in the outstanding shares of Class A-1 Preferred Common Stock, such redemption shall . A rights offering to holders of Common Stock entitling holders to purchase shares of Common Stock at a price less than the fair market value will be deemed a stock dividend of full shares selected by lot among all then outstanding Class A-1 Preferred Stock in such manner as may be prescribed by the Board of Directors. From and after the date fixed in any such notice as the date of redemption a number of shares of Class A-1 Preferred Stock, unless default shall be made by Common Stock equal to the Corporation in providing monies at product of (i) the time and place specified for the payment number of the redemption price pursuant to such notice, all dividends on the Class A-1 Preferred Stock thereby called for redemption shall cease to accrue and all rights of the holders thereof as stockholders of the Corporation, except the right to receive the redemption price, shall cease and terminate. All shares of Class A-1 Preferred Common Stock which shall at actually sold in such rights offering (or issuable under any time have been redeemed shall, after other equity securities sold in such redemption, have the status of authorized but unissued shares of Preferred rights offering that are convertible into or exercisable for Common Stock, without designation as to series until such shares are once more designated as part of a particular series by the Board of Directors or an Authorized Board Committee.) and

Preferred Stock. Any The Company shall also cause notice of redemption to be published in a newspaper of shares general circulation in The City of Class A-1 Preferred Stock shall be effected New York at least once a redemption price of $10.00 per share plus, in each case, an amount equal to all dividends (whether or week for two successive weeks commencing not earned or declared) accrued and unpaid on such share of Class A-1 Preferred Stock to the date fixed for redemption. Notice of any proposed redemption of shares of Class A-1 Preferred Stock shall be given by the Corporation by mailing a copy of such notice no less than 20 days 30 nor more than 60 days prior to the cash redemption date. In the event that notice of redemption has been made as described in the immediately preceding paragraph and the Company shall then have paid in full to the Depositary the cash redemption price (determined pursuant to the Articles Supplementary) of the Class E Preferred Stock deposited with the Depositary to be redeemed (including any accrued and unpaid dividends to the cash redemption date), the Depositary shall redeem the number of Depositary Shares representing such Class E Preferred Stock so called for redemption by the Company and from and after the cash redemption date fixed (unless the Company shall have failed to redeem the shares of Class E Preferred Stock to be redeemed by it as set forth in the Company's notice provided for such redemption to holders of record in the preceding paragraph), all dividends in respect of the shares of Class A-1 E Preferred Stock to be redeemed at their respective addresses appearing on the books of the Corporation. Said notice shall specify the shares called for redemption, the redemption price and the place at which and date on which the shares called for redemption will, upon presentation and surrender of the certificates of stock evidencing such shares, be redeemed and the redemption price therefor paid. In the case of the redemption of less than all the outstanding shares of Class A-1 Preferred Stock, such redemption shall be of full shares selected by lot among all then outstanding Class A-1 Preferred Stock in such manner as may be prescribed by the Board of Directors. From and after the date fixed in any such notice as the date of redemption of shares of Class A-1 Preferred Stock, unless default shall be made by the Corporation in providing monies at the time and place specified for the payment of the redemption price pursuant to such notice, all dividends on the Class A-1 Preferred Stock thereby called for redemption shall cease to accrue accrue, the Depositary Shares called for redemption shall be deemed no longer to be outstanding and all rights of the holders thereof as stockholders of the Corporation, Receipts evidencing such Depositary Shares (except the right to receive the cash redemption priceprice and any money or other property to which holders of such Receipts were entitled upon such redemption) shall, shall to the extent of such Depositary Shares, cease and terminate. All shares Upon surrender in accordance with said notice of the Receipts evidencing such Depositary Shares (properly endorsed or assigned for transfer, if the Depositary shall so require), such Depositary Shares shall be redeemed at a cash redemption price of $100.00 per Depositary Share plus any other money and other property payable in respect of such Class A-1 E Preferred Stock which Stock. The foregoing shall at any time have been redeemed shall, after such be further subject to the terms and conditions of the Articles Supplementary. If fewer than all of the Depositary Shares evidenced by a Receipt are called for redemption, have the status Depositary will deliver to the holder of authorized but unissued shares such Receipt upon its surrender to the Depositary, together with payment of Preferred Stockthe cash redemption price for and all other amounts payable in respect of the Depositary Shares called for redemption, without designation as to series until a new Receipt evidencing the Depositary Shares evidenced by such shares are once more designated as part of a particular series by the Board of Directors or an Authorized Board Committeeprior Receipt and not called for redemption.

Preferred Stock. Any redemption On and after the second anniversary of the Issue Date relating to shares of Class A-1 Convertible PIK Preferred Stock, dividends on such Convertible PIK Preferred Stock shall be effected at a redemption price of $10.00 per share plus, paid only in each case, an amount equal to all dividends (whether or not earned or declared) accrued and unpaid on such share of Class A-1 Preferred Stock to the date fixed for redemptioncash. Notice of any proposed redemption of Dividend payments made in shares of Class A-1 Convertible PIK Preferred Stock shall be given made by issuing shares (or fractions thereof) with an aggregate Liquidation Value equal to the Corporation by mailing a copy amount of such notice no less than 20 days nor more than 60 days prior dividends. All dividends paid with respect to shares of Convertible PIK Preferred Stock pursuant to this Section III shall be paid pro rata to the holders entitled thereto. All shares of Convertible PIK Preferred Stock issued as a dividend will thereupon be duly authorized, validly issued, fully paid and nonassessable. Holders of Convertible PIK Preferred Stock will not be entitled to any dividends, whether payable in cash, property or stock, in excess of the full cumulative dividends provided for herein. Dividend payments which are in arrears shall bear interest at an annual rate of 8.5%, compounded quarterly from the date of the related Dividend Payment Date to the date fixed for such redemption to holders of record of dividend is paid. Dividends payable on the shares of Class A-1 Convertible PIK Preferred Stock to for the first quarterly dividend period following the Issue Date (or any other dividend payable for a period less than a full quarterly period) shall be redeemed at their respective addresses appearing computed on the books basis of the Corporation. Said notice shall specify the shares called for redemption, the redemption price and the place at which and date on which the shares called for redemption will, upon presentation and surrender a 360-day year of the certificates of stock evidencing such shares, be redeemed and the redemption price therefor paidtwelve 30-day months. In the case of shares of Convertible PIK Preferred Stock issued on the Issue Date, dividends shall accrue and be cumulative from such date. In the case of shares of Convertible PIK Preferred Stock issued as a dividend on shares of Convertible PIK Preferred Stock, dividends shall accrue and be cumulative from the Dividend Payment Date in respect of which such shares were issued as a dividend. Each fractional share of Convertible PIK Preferred Stock outstanding shall be entitled to a ratably proportionate amount of all dividends accruing with respect to each outstanding share of Convertible PIK Preferred Stock pursuant to this Section III, and all such dividends with respect to such outstanding fractional shares shall be cumulative and shall accrue (whether or not declared), and shall be payable in the same manner and at such times as provided for in this Section III with respect to dividends on each outstanding share of Convertible PIK Preferred Stock. Each fractional share of Convertible PIK Preferred Stock outstanding shall also be entitled to a ratably proportionate amount of any other distributions made with respect to each outstanding share of Convertible PIK Preferred Stock, and all such distributions shall be payable in the same manner and at the same time as distributions on each outstanding share of Convertible PIK Preferred Stock. For purposes hereof, the term "legal holiday" shall mean any day on which banking institutions are authorized to close in New York, New York and the term "business day" shall mean any day other than a Saturday, Sunday or legal holiday. No dividend record date shall be the same as a date set for the redemption of less than all the outstanding any shares of Class A-1 Preferred Stock, such redemption shall be of full shares selected by lot among all then outstanding Class A-1 Convertible PIK Preferred Stock in such manner as may be prescribed by the Board of Directors. From and after the under Section V. If a dividend record date fixed in any such notice as the date of redemption of shares of Class A-1 Preferred Stock, unless default shall be made by the Corporation in providing monies at the time and place specified for the payment of the redemption price pursuant to such notice, all dividends on the Class A-1 Preferred Stock thereby called for redemption shall cease to accrue and all rights of the holders thereof as stockholders of the Corporation, except the right to receive the redemption price, shall cease and terminate. All shares of Class A-1 Preferred Stock which shall at any time have been redeemed shall, after such redemption, have the status of authorized but unissued shares of Preferred Stock, without designation as to series until such shares are once more designated as part of a particular series by the Board of Directors is prior to a redemption date then or theretofore set under Section V, it shall be at least six business days prior to such redemption date. Nothing contained herein shall limit the Board of Directors' discretion to establish a dividend record date that is subsequent to a redemption date then or theretofore established, without regard to the effect of such record date on the dividend 53 rights of holders of Convertible PIK Preferred Stock who elect to convert under Section VI prior to the redemption date. Holders of shares of Convertible PIK Preferred Stock that are redeemed under Section V on a redemption date that falls between the record date and the payment date for a dividend shall be entitled to receive the dividend, except to the extent the price paid upon redemption reflects such dividend as an Authorized Board Committeeaccrued dividend as provided in Section V. Subject to the next paragraph of this Section III, dividends on account of arrears for any past dividend period may be declared and paid at any time, without reference to any Dividend Payment Date. No dividend or other distributions, other than dividends payable solely in shares of Junior Stock, shall be declared, paid or set apart for payment on shares of Junior Stock or any other capital stock of the Corporation which by its terms ranks junior as to dividends to the Convertible PIK Preferred Stock (the Junior Stock and any such other class or series of the Corporation's capital stock being herein referred to as "Junior Dividend Stock"), unless and until all accrued and unpaid dividends on the Convertible PIK Preferred Stock for all Dividend Payment Dates occurring on or before the payment date of such dividends or other distributions on Junior Dividend Stock shall have been paid or declared and set apart for payment. No payment on account of the purchase, redemption, retirement or other acquisition of shares of Junior Dividend Stock or any class or series of the Corporation's capital stock which by its terms ranks junior to the Convertible PIK Preferred Stock as to distributions of assets upon liquidation, dissolution or winding up of the Corporation, whether voluntary or involuntary (the Junior Stock and any class or series of the Corporation's capital stock which by its terms rank junior to the Convertible PIK Preferred Stock as to such distributions being herein referred to as "Junior Liquidation Stock"), shall be made unless and until accrued and unpaid dividends on the Convertible PIK Preferred Stock for all Dividend Payment Dates occurring on or before such payment for such Junior Dividend Stock or Junior Liquidation Stock shall have been paid or declared and set apart for payment. No full dividends shall be declared, paid or set apart for payment on shares of any class or series of the Corporation's capital stock whether existing or hereafter issued and which by its terms ranks, as to dividends, on a parity with the Convertible PIK Preferred Stock, including the Corporation's 7.125% Convertible Preferred Stock (any such class or series of the Corporation's capital stock being herein referred to as "Parity Dividend Stock") for any period unless full cumulative dividends have been, or contemporaneously are, paid or declared and set apart for payment on the Convertible PIK Preferred Stock for all Dividend Payment Dates occurring on or before the payment date of such dividends on Parity Dividend Stock. No dividends shall be paid on Parity Dividend Stock except on dates on which dividends are paid on the Convertible PIK Preferred Stock. All dividends paid or declared and set apart for payment on the Convertible PIK Preferred Stock and any Parity Dividend Stock shall be paid or declared and set apart for payment pro rata so that the amount of dividend paid or declared and set apart for payment per share on the Convertible PIK Preferred Stock and the Parity Dividend Stock on any date shall in all cases bear to each other the same ratio that accrued and unpaid dividends to the date of payment on the Convertible PIK Preferred Stock and the Parity Dividend Stock bear to each other. No payment on account of the purchase, redemption, retirement or other acquisition of shares of Parity Dividend Stock or any class or series of the Corporation's capital stock which by its terms ranks on a parity with the Convertible PIK Preferred Stock as to distributions of assets upon liquidation, 54 dissolution or winding up of the Corporation, whether voluntary or involuntary, including the Corporation's 7.125% Convertible Preferred Stock (any such class or series of the Corporation's capital stock being herein referred to as "Parity Liquidation Stock"), shall be made, and, other than dividends to the extent permitted by the preceding paragraph, no distributions shall be declared, paid or set apart for payment on shares of Parity Dividend Stock or Parity Liquidation Stock, unless all accrued and unpaid dividends on the Convertible PIK Preferred Stock for all Dividend Payment Dates occurring on or before such payment for, or the payment date of such distributions on, such Parity Dividend Stock or Parity Liquidation Stock shall have been paid or declared and set apart for payment. Any reference to "distribution" contained in this Section III shall not be deemed, except as expressly stated, to include any distribution made in connection with any liquidation, dissolution or winding up of the Corporation, whether voluntary or involuntary.

Preferred Stock. Any redemption At the direction of our board of directors, without any action by the holders of our common stock, we may issue one or more series of preferred stock from time to time. Our board of directors can determine the number of shares of Class A-1 Preferred Stock shall be effected at each series of preferred stock, the designation, powers, preferences and relative, participating, optional or other special rights, and the qualifications, limitations or restrictions applicable to any of those rights, including dividend rights, voting rights, conversion or exchange rights, terms of redemption and liquidation preferences, of each series. Undesignated preferred stock may enable our board of directors to render more difficult or to discourage an attempt to obtain control of our company by means of a redemption price tender offer, proxy contest, merger or otherwise, and thereby to protect the continuity of $10.00 per share plus, in each case, an amount equal to all dividends (whether or not earned or declared) accrued and unpaid on such share of Class A-1 Preferred Stock to the date fixed for redemptionour management. Notice of any proposed redemption The issuance of shares of Class A-1 Preferred Stock shall be given by preferred stock may adversely affect the Corporation by mailing a copy rights of such notice no less than 20 days nor more than 60 days prior our common stockholders. For example, any preferred stock issued may rank senior to the date fixed for such redemption common stock as to holders of record of the dividend rights, liquidation preference or both, may have full or limited voting rights and may be convertible into shares of Class A-1 Preferred Stock to be redeemed at their respective addresses appearing on the books of the Corporationcommon stock. Said notice shall specify the shares called for redemptionAs a result, the redemption price and the place at which and date on which the shares called for redemption will, upon presentation and surrender of the certificates of stock evidencing such shares, be redeemed and the redemption price therefor paid. In the case of the redemption of less than all the outstanding shares of Class A-1 Preferred Stock, such redemption shall be of full shares selected by lot among all then outstanding Class A-1 Preferred Stock in such manner as may be prescribed by the Board of Directors. From and after the date fixed in any such notice as the date of redemption issuance of shares of Class A-1 Preferred Stockpreferred stock, unless default shall or the issuance of rights to purchase shares of preferred stock, may discourage an unsolicited acquisition proposal or bids for our common stock or may otherwise adversely affect the market price of our common stock or any existing preferred stock. Limitation on Directors’ Liability and Renunciation of Business Opportunity Delaware law authorizes Delaware corporations to limit or eliminate the personal liability of their directors to them and their stockholders for monetary damages for breach of a director’s fiduciary duty of care. The duty of care requires that, when acting on behalf of the corporation, directors must exercise an informed business judgment based on all material information reasonably available to them. Absent the limitations Delaware law authorizes, directors of Delaware corporations are accountable to those corporations and their stockholders for monetary damages for conduct constituting gross negligence in the exercise of their duty of care. Delaware law enables Delaware corporations to limit available relief to equitable remedies such as injunction or rescission. Our certificate of incorporation limits the liability of our directors to us and our stockholders to the fullest extent Delaware law permits. Specifically, no director will be made by personally liable for monetary damages for any breach of the director’s fiduciary duty as a director, except for liability: · for any breach of the director’s duty of loyalty to us or our stockholders; · for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law; · for unlawful payments of dividends or unlawful stock repurchases or redemptions as provided in Section 174 of the General Corporation Law of the State of Delaware; and · for any transaction from which the director derived an improper personal benefit. This provision could have the effect of reducing the likelihood of derivative litigation against our directors and may discourage or deter our stockholders or management from bringing a lawsuit against our directors for breach of their duty of care, even though such an action, if successful, might otherwise have benefited us and our stockholders. Our bylaws provide indemnification to our officers and directors and other specified persons with respect to their conduct in providing monies various capacities. Our certificate of incorporation expressly renounces any interest or expectancy of our company in, or in being offered an opportunity to participate in, any business opportunity that is presented to X. Xxxxx FBR, Inc., Vintage Capital Management LLC, or their respective directors, officers, shareholders, or employees. Statutory Business Combination Provision As a Delaware corporation, we are subject to Section 203 of the General Corporation Law of the State of Delaware. In general, Section 203 prevents an “interested stockholder,” which is defined generally as a person owning 15% or more of a Delaware corporation’s outstanding voting stock or any affiliate or associate of that person, from engaging in a broad range of “business combinations” with the corporation for three years following the date that person became an interested stockholder unless: · before that person became an interested stockholder, the board of directors of the corporation approved the transaction in which that person became an interested stockholder or approved the business combination; · on completion of the transaction that resulted in that person’s becoming an interested stockholder, that person owned at least 85% of the voting stock of the corporation outstanding at the time and place specified for the payment transaction commenced, other than stock held by (1) directors who are also officers of the redemption price pursuant to such notice, all dividends on the Class A-1 Preferred Stock thereby called for redemption shall cease to accrue and all rights of the holders thereof as stockholders of the Corporation, except corporation or (2) any employee stock plan that does not provide employees with the right to receive determine confidentially whether shares held subject to the redemption priceplan will be tendered in a tender or exchange offer; or · following the transaction in which that person became an interested stockholder, shall cease both the board of directors of the corporation and terminatethe holders of at least two-thirds of the outstanding voting stock of the corporation not owned by that person approve the business combination. All shares Under Section 203, the restrictions described above also do not apply to specific business combinations proposed by an interested stockholder following the announcement or notification of Class A-1 Preferred Stock which shall at any time have designated extraordinary transactions involving the corporation and a person who had not been redeemed shall, after such redemption, have an interested stockholder during the status of authorized but unissued shares of Preferred Stock, without designation as to series until such shares are once more designated as part previous three years or who became an interested stockholder with the approval of a particular series majority of the corporation’s directors, if a majority of the directors who were directors prior to any person’s becoming an interested stockholder during the previous three years, or were recommended for election or elected to succeed those directors by the Board a majority of Directors those directors, approve or an Authorized Board Committeedo not oppose that extraordinary transaction.

Preferred Stock. Any Our Board is authorized to issue up to 1,000,000 shares of preferred stock in one or more series without stockholder approval. Our Board may determine the rights, preferences, privileges and restrictions, including voting rights, dividend rights, conversion rights, redemption privileges and liquidation preferences, of each series of preferred stock. The purpose of authorizing our Board to issue preferred stock in one or more series and determine the number of shares in the series and its rights and preferences is to eliminate delays associated with a stockholder vote on specific issuances. Examples of Class A-1 Preferred Stock shall rights and preferences that the Board may fix are: · dividend rights, · dividend rates, · conversion rights; · voting rights, · terms of redemption, and · liquidation preferences. The issuance of preferred stock, while providing desirable flexibility in connection with possible acquisitions and other corporate purposes, could make it more difficult for a third party to acquire, or could discourage a third party from acquiring, a majority of our outstanding voting stock. The rights of holders of our common stock described above, will be effected at a redemption price subject to, and may be adversely affected by, the rights of $10.00 per share plus, any preferred stock that we may designate and issue in each case, the future. We will incorporate by reference as an amount equal to all dividends (whether or not earned or declared) accrued and unpaid on such share of Class A-1 Preferred Stock exhibit to the date fixed for redemption. Notice registration statement, which includes this prospectus, the form of any proposed redemption certificate of designation that describes the terms of the series of preferred stock we are offering. This description and the applicable prospectus supplement will include: · the title and stated value; · the number of shares authorized; · the liquidation preference per share; · the purchase price; · the dividend rate, period and payment date, and method of Class A-1 Preferred Stock shall calculation for dividends; · whether dividends will be given cumulative or non-cumulative and, if cumulative, the date from which dividends will accumulate; · the procedures for any auction and remarketing, if any; · the provisions for a sinking fund, if any; · the provisions for redemption or repurchase, if applicable, and any restrictions on our ability to exercise those redemption and repurchase rights; · any listing of the preferred stock on any securities exchange or market; · whether the preferred stock will be convertible into our common stock, and, if applicable, the conversion price, or how it will be calculated, and the conversion period; · voting rights, if any, of the preferred stock; · preemptive rights, if any; · restrictions on transfer, sale or other assignment, if any; · whether interests in the preferred stock will be represented by the Corporation by mailing depositary shares; · a copy discussion of such notice no less than 20 days nor more than 60 days prior any material United States federal income tax considerations applicable to the date fixed for such redemption to holders of record preferred stock; · the relative ranking and preferences of the preferred stock as to dividend rights and rights if we liquidate, dissolve or wind up our affairs; · any limitations on issuance of any class or series of preferred stock ranking senior to or on a parity with the series of preferred stock as to dividend rights and rights if we liquidate, dissolve or wind up our affairs; and · any other specific terms, preferences, rights or limitations of, or restrictions on, the preferred stock. When we issue shares of Class A-1 Preferred Stock to be redeemed at their respective addresses appearing on the books of the Corporation. Said notice shall specify preferred stock under this prospectus, the shares called for redemptionwill fully be paid and nonassessable and will not have, the redemption price and the place at which and date on which the shares called for redemption willor be subject to, upon presentation and surrender of the certificates of stock evidencing such shares, be redeemed and the redemption price therefor paidany preemptive or similar rights. In the case of the redemption of less than all the outstanding shares of Class A-1 Preferred Stock, such redemption shall be of full shares selected by lot among all then outstanding Class A-1 Preferred Stock in such manner as may be prescribed by the Board of Directors. From and after the date fixed in any such notice as the date of redemption of shares of Class A-1 Preferred Stock, unless default shall be made by the Corporation in providing monies at the time and place specified for the payment of the redemption price pursuant to such notice, all dividends on the Class A-1 Preferred Stock thereby called for redemption shall cease to accrue and all rights of the holders thereof as stockholders of the Corporation, except the right to receive the redemption price, shall cease and terminate. All shares of Class A-1 Preferred Stock which shall at any time have been redeemed shall, after such redemption, have the status of authorized but unissued shares of Preferred Stock, without designation as to series until such shares are once more designated as part of a particular series by the Board of Directors or an Authorized Board Committee.10

Preferred Stock. The risks and uncertainties described in this prospectus are not the only ones we face. Additional risks and uncertainties that we do not presently know about or that we currently believe are not material may also adversely affect our business, business prospects, results of operations or financial condition. Any redemption of shares the risks and uncertainties set forth herein, as updated by annual, quarterly and other reports and documents that we file with the SEC and incorporate by reference into this prospectus could materially and adversely affect our business, results of Class A-1 Preferred Stock shall be effected at a redemption operations and financial condition. This could cause the market price of $10.00 per share plus, in each case, an amount equal to all dividends (whether or not earned or declared) accrued and unpaid on such share of Class A-1 the Series A Preferred Stock to the date fixed for redemptiondecline, perhaps significantly, and you may lose part or all of your investment. Notice Risks Related to this Offering and Ownership of any proposed redemption Shares of shares of Class A-1 Our Series A Preferred Stock shall The Series A Preferred Stock ranks junior to all of our indebtedness and other liabilities. In the event of our bankruptcy, liquidation, dissolution or winding-up of our affairs, our assets will be given by available to pay obligations on the Corporation by mailing a copy Series A Preferred Stock only after all of such notice no less than 20 days nor more than 60 days prior to the date fixed for such redemption to our indebtedness and other liabilities have been paid. The rights of holders of record of the shares of Class A-1 Series A Preferred Stock to be redeemed at their respective addresses appearing participate in the distribution of our assets will rank junior to the prior claims of our current and future creditors and any future series or class of preferred stock we may issue that ranks senior to the Series A Preferred Stock. Also, the Series A Preferred Stock effectively ranks junior to all existing and future indebtedness and to the indebtedness and other liabilities of our existing subsidiaries and any future subsidiaries. Our existing subsidiaries are, and future subsidiaries would be, separate legal entities and have no legal obligation to pay any amounts to us in respect of dividends due on the books Series A Preferred Stock. If we are forced to liquidate our assets to pay our creditors, we may not have sufficient assets to pay amounts due on any or all of the CorporationSeries A Preferred Stock then outstanding. Said notice shall specify We may in the shares called for redemptionfuture incur debt and other obligations that will rank senior to the Series A Preferred Stock. At September 30, 2019, our total liabilities equaled approximately $2,618,732 without giving effect to certain debt payoffs and debt conversions that have occurred subsequent to September 30, 2019.NTD: Consider updating Certain of our existing or future debt instruments may restrict the authorization, payment or setting apart of dividends on the Series A Preferred Stock. Future offerings of debt or senior equity securities may adversely affect the market price of the Series A Preferred Stock. If we decide to issue debt or senior equity securities in the future, it is possible that these securities will be governed by an indenture or other instruments containing covenants restricting our operating flexibility. Additionally, any convertible or exchangeable securities that we issue in the future may have rights, preferences and privileges more favorable than those of the Series A Preferred Stock and may result in dilution to owners of the Series A Preferred Stock. We and, indirectly, our shareholders, will bear the cost of issuing and servicing such securities. Because our decision to issue debt or equity securities in any future offering will depend on market conditions and other factors beyond our control, we cannot predict or estimate the amount, timing or nature of our future offerings. The holders of the Series A Preferred Stock will bear the risk of our future offerings, which may reduce the market price of the Series A Preferred Stock and will dilute the value of their holdings in us. We may not be able to pay cash dividends on the Series A Preferred Stock if we have insufficient cash to make dividend payments. Our ability to pay cash dividends on the Series A Preferred Stock requires us to have either net profits or positive net assets (total assets less total liabilities) over our capital, to be able to pay our debts as they become due in the usual course of business. However, the redemption price Company reserves the right to pay dividends in shares of Company restricted common stock. Our ability to pay dividends may be impaired if any of the risks described in this prospectus, including the documents incorporated by reference herein, were to occur. Also, payment of our dividends depends upon our financial condition, and other factors as our board of directors may deem relevant from time to time. We cannot assure you that our businesses will generate sufficient cash flow from operations or that future borrowings will be available to us in an amount sufficient to enable us to make distributions on our common stock, if any, and preferred stock, including the Series A Preferred Stock to pay our indebtedness or to fund our other liquidity needs. The market for our Series A Preferred Stock may not provide investors with adequate liquidity. Our Series A Preferred Stock will be listed on the Over the Counter (OTC) Market until such time as we are able to up-list to one or more stock exchanges. However, the trading market for the Series A Preferred Stock may not be maintained and may not provide investors with adequate liquidity. The liquidity of the market for the Series A Preferred Stock depends on a number of factors, including prevailing interest rates, our financial condition and operating results, the number of holders of the Series A Preferred Stock, the market for similar securities and the place at interest of securities dealers in making a market in the Series A Preferred Stock. We cannot predict the extent to which investor interest in our Company will maintain the trading market in our Series A Preferred Stock, or how liquid that market will be. If an active market is not maintained, investors may have difficulty selling shares of our Series A Preferred Stock We may issue additional shares of Series A Preferred Stock and date additional series of preferred stock that rank on which parity with or above the Series A Preferred Stock as to dividend rights, rights upon liquidation or voting rights. We are allowed to issue additional shares called for redemption willof Series A Preferred Stock and additional series of preferred stock that would rank equal to the Series A Preferred Stock as to dividend payments and rights upon our liquidation, upon presentation and surrender dissolution or winding up of our affairs pursuant to our certificate of incorporation, including the certificate of designations relating to the Series A Preferred Stock without any vote of the certificates of stock evidencing such shares, be redeemed and the redemption price therefor paid. In the case holders of the redemption Series A Preferred Stock. Upon the affirmative vote of less than all the holders of at least two-thirds of the outstanding shares of Class A-1 Series A Preferred Stock (voting together as a class with all other series of parity preferred stock we may issue upon which like voting rights have been conferred and are exercisable), we are allowed to issue additional series of preferred stock that would rank above the Series A Preferred Stock as to dividend payments and rights upon our liquidation, dissolution or the winding up of our affairs pursuant to our certificate of incorporation and the certificate of designations relating to the Series A Preferred Stock, such redemption shall be . The issuance of full additional shares selected by lot among all then outstanding Class A-1 of Series A Preferred Stock and additional series of preferred stock could have the effect of reducing the amounts available to the Series A Preferred Stock upon our liquidation or dissolution or the winding up of our affairs. It also may reduce dividend payments on the Series A Preferred Stock if we do not have sufficient funds to pay dividends on all Series A Preferred Stock outstanding and other classes or series of stock with equal priority with respect to dividends. Also, although holders of Series A Preferred Stock are entitled to limited voting rights, as described in such manner this prospectus under “Description of the Series A Preferred Stock—Voting Rights,” with respect to the circumstances under which the holders of Series A Preferred Stock are entitled to vote, the Series A Preferred Stock votes separately as a class along with all other series of our preferred stock that we may issue upon which like voting rights have been conferred and are exercisable. As a result, the voting rights of holders of Series A Preferred Stock may be prescribed by significantly diluted, and the Board holders of Directorssuch other series of preferred stock that we may issue may be able to control or significantly influence the outcome of any vote. From Future issuances and after sales of senior or pari passu preferred stock, or the date fixed perception that such issuances and sales could occur, may cause prevailing market prices for the Series A Preferred Stock and our common stock to decline and may adversely affect our ability to raise additional capital in any such notice as the date financial markets at times and prices favorable to us. Market interest rates may materially and adversely affect the value of redemption of shares of Class A-1 the Series A Preferred Stock, unless default shall be made by the Corporation in providing monies at the time and place specified for the payment . One of the redemption factors that influences the price pursuant to such notice, all dividends of the Series A Preferred Stock is the dividend yield on the Class A-1 Series A Preferred Stock thereby called for redemption shall cease to accrue and all rights (as a percentage of the holders thereof as stockholders market price of the CorporationSeries A Preferred Stock) relative to market interest rates. An increase in market interest rates, except which have recently exhibited heightened volatility but have generally been at low levels relative to historical rates, may lead prospective purchasers of the right to receive the redemption price, shall cease and terminate. All shares of Class A-1 Series A Preferred Stock which shall at any time have been redeemed shallto expect a higher dividend yield (and higher interest rates would likely increase our borrowing costs and potentially decrease funds available for dividend payments). Thus, after such redemption, have higher market interest rates could cause the status market price of authorized but unissued shares of the Series A Preferred Stock, without designation as Stock to series until such shares are once more designated as part of a particular series by the Board of Directors or an Authorized Board Committeematerially decrease.

Preferred Stock. Any redemption At Closing Fortress shall deliver to DWHC Fortress Class B Convertible Preferred Stock having a value equal to the difference between (i) the Net Worth of DWHC on the Balance Sheet Date and (ii) the cash wired under subsection (b), above. The Fortress Class B Convertible Preferred Stock will have a par value of $100, a liquidation value of $100 and each share of preferred stock will be convertible into 10 shares of Fortress Common Stock. After conversion the Fortress Common Stock will not be subject to a lock-up. The Class A-1 B Convertible Preferred Stockholders will have the right to convert all or part of his Class B Convertible Preferred Stock to Fortress Common Stock at any time. Additionally, if a Holder chooses to convert after the first anniversary of the Closing, then, Fortress agrees that if the value of 10 shares of Fortress Common Stock is less than $100 on the date of conversion, Fortress will give such cash or issue such additional Fortress Common Stock to Class B Convertible Preferred Stockholder to insure that he/she will receive value equal to $100 for each Class B Convertible Preferred Share converted. At Closing the Certificate of Designation of the Fortress Class B Convertible Preferred will be attached as Exhibit B, which shall conform to the foregoing principal terms. The continuous offering of Fortress Common Stock pursuant to the conversion rights of the Class B Convertible Preferred Stock will be registered under the Securities Act of 1933, as amended (the "1933 Act"), and any applicable state securities laws effective promptly following the Closing and for so long as any of the Class B Convertible Preferred Stock shall be effected at remain unexercised. Fortress heretofore has filed, and the Securities and Exchange Commission ("SEC") has approved, a redemption price shelf registration statement on Form S-1 relating to the registration of $10.00 per share plusan additional three million shares of common stock. Because the numbers used for the filing are "stale" as defined by the SEC, in each case, an amount equal it is necessary to all dividends (whether or not earned or declared) accrued file with the most current quarter-ended financial information on file with SEC. Fortress hereby covenants to do so promptly and unpaid on use its best efforts to maintain the effectiveness of such share registration with the SEC for so long as any of the Class A-1 B Convertible Preferred Stock issued hereunder shall remain outstanding, subject to any future, temporary suspensions in the date fixed for redemption. Notice of any proposed redemption of shares of Class A-1 Preferred Stock shall be given by the Corporation by mailing a copy of such notice no less than 20 days nor more than 60 days prior to the date fixed for such redemption to holders of record of the shares of Class A-1 Preferred Stock to be redeemed at their respective addresses appearing on the books of the Corporation. Said notice shall specify the shares called for redemption, the redemption price and the place at which and date on which the shares called for redemption will, upon presentation and surrender of the certificates of stock evidencing such shares, be redeemed and the redemption price therefor paid. In the case of the redemption of less than all the outstanding shares of Class A-1 Preferred Stock, such redemption shall be of full shares selected by lot among all then outstanding Class A-1 Preferred Stock in such manner as use thereof that may be prescribed by necessary from time to time to effect an amendment thereof in compliance with the Board of Directors. From 1933 Act and after the date fixed in any such notice as the date of redemption of shares of Class A-1 Preferred Stock, unless default shall be made by the Corporation in providing monies at the time and place specified for the payment of the redemption price pursuant to such notice, all dividends on the Class A-1 Preferred Stock thereby called for redemption shall cease to accrue and all rights of the holders thereof as stockholders of the Corporation, except the right to receive the redemption price, shall cease and terminate. All shares of Class A-1 Preferred Stock which shall at any time have been redeemed shall, after such redemption, have the status of authorized but unissued shares of Preferred Stock, without designation as to series until such shares are once more designated as part of a particular series by the Board of Directors or an Authorized Board Committeeapplicable state securities laws.

Preferred Stock. The following description of our preferred stock will apply generally to any future preferred stock that we may offer, but is not complete. We will describe the particular terms of any class or series of these securities in more detail in the applicable prospectus supplement. We are authorized to issue 10,000,000 shares of Preferred Stock, par value $.0001 per share, of which an aggregate of 8,212,500 shares have been designated as follows: 112,500 shares have been designated Series 1 Preferred Stock, 2,000,000 shares have been designated Series A Preferred Stock, 4,100,000 have been designated as Series B-1 Preferred Stock and 2,000,000 have been designated Series B-2 Preferred Stock. No shares of preferred stock are outstanding. Any authorized and undesignated shares of preferred stock may be issued from time to time in one or more series pursuant to a resolution or resolutions providing for such issue duly adopted by our Board of Directors and upon stockholder approval. Under our Third Amended and Restated Certificate of Incorporation, as amended, our Board of Directors must seek stockholder approval before issuing any shares of preferred stock in order to determine the designations and the powers, preferences and rights, and the qualifications, limitations and restrictions thereof, including the dividend rights, conversion or exchange rights, voting rights, redemption rights and terms, liquidation preferences, sinking fund provisions and the number of shares constituting the series. Our Board of Directors can, only with stockholder approval, but subject to the terms of the Third Amended and Restated Certificate of Incorporation, as amended, issue preferred stock with voting and other rights that could adversely affect the voting power of the holders of our common stock and which could have certain anti-takeover effects. Before we may issue any series of preferred stock, our Board of Directors will be required to adopt resolutions creating and designating such series of preferred stock. The following summary of terms of our preferred stock is not complete. You should refer to the provisions of our certificate of incorporation and bylaws and the resolutions containing the terms of each class or series of the preferred stock which have been or will be filed with the SEC at or prior to the time of issuance of such class or series of preferred stock and described in any applicable prospectus supplement. Any applicable prospectus supplement may also state that any of the terms set forth herein are inapplicable to such series of preferred stock, provided that the information set forth in such prospectus supplement does not constitute material changes to the information herein such that it alters the nature of the offering or the securities offered. We will fix the designations, voting powers, preferences and rights of the preferred stock of each series we issue under this prospectus, as well as the qualifications, limitations or restrictions thereof, in the certificate of designation relating to that series. We will file as an exhibit to the registration statement of which this prospectus is a part, or will incorporate by reference from reports that we file with the SEC, the form of any certificate of designation that describes the terms of the series of preferred stock we are offering. We will describe in any applicable prospectus supplement the terms of the series of preferred stock being offered, including, to the extent applicable: · the title and stated value; · the number of shares we are offering; · the liquidation preference per share; · the purchase price; · the dividend rate, period and payment date and method of calculation for dividends; · whether dividends will be cumulative or non-cumulative and, if cumulative, the date from which dividends will accumulate; · the procedures for any auction and remarketing; · the provisions for a sinking fund; · the provisions for redemption or repurchase and any restrictions on our ability to exercise those redemption and repurchase rights; · any listing of the preferred stock on any securities exchange or market; · whether the preferred stock will be convertible into our common stock, and the conversion rate or conversion price, or how they will be calculated, and the conversion period; · whether the preferred stock will be exchangeable into debt securities, and the exchange rate or exchange price, or how they will be calculated, and the exchange period; · voting rights of the preferred stock; · preemptive rights; · restrictions on transfer, sale or other assignment; · whether interests in the preferred stock will be represented by depositary shares; · a discussion of material or special U.S. federal income tax considerations applicable to the preferred stock; · the relative ranking and preferences of the preferred stock as to dividend rights and rights if we liquidate, dissolve or wind up our affairs; · any limitations on the issuance of any class or series of preferred stock ranking senior to or on a parity with the series of preferred stock as to dividend rights and rights if we liquidate, dissolve or wind up our affairs; and · any other specific terms, preferences, rights or limitations of, or restrictions on, the preferred stock. If we issue shares of preferred stock under this prospectus, the shares will be fully paid and nonassessable. The issuance of preferred stock could adversely affect the voting power of holders of common stock and reduce the likelihood that common stockholders will receive dividend payments and payments upon liquidation. The issuance could have the effect of decreasing the market price of the common stock. The issuance of preferred stock also could have the effect of delaying, deterring or preventing a change in control of us. Options As of April 20, 2020, awards for 7,580,775 shares of common stock were outstanding under our equity compensation plans comprised of: (i) options outstanding to purchase an aggregate of 5,555,560 shares of common stock, and (ii) restricted stock units outstanding underlying 2,025,215 shares of common stock. As of April 20, 2020, 2,347,760 shares of common stock were reserved for future issuance under our equity incentive plans. Stockholder Rights Plan On March 11, 2018, our board of directors declared a dividend of one Right for each outstanding share of our common stock, which was amended by Amendment No. 1 thereto on March 8, 2019 and by Amendment No. 2 thereto on March 10, 2020 to extend the expiration date of the stockholder’s rights plan to March 11, 2021. The dividend was initially paid on March 23, 2018 (the “Record Date”) to the stockholders of record at the close of business on that date. Each Right initially entitles the registered holder to purchase from us one share of common stock at a price of $14.00 per share of common stock (the “Purchase Price”), subject to adjustment. The description and terms of the Rights are set forth in a Rights Agreement, dated as of March 11, 2018, as amended by Amendment No. 1 thereto dated March 8, 2019 and Amendment No. 2 thereto dated March 10, 2020, as the same may be further amended from time to time (the “Rights Agreement”), between the Company and Continental Stock Transfer & Trust Company, as Rights Agent (the “Rights Agent”). The Rights are designed to assure that all of our stockholders receive fair and equal treatment in the event of a hostile takeover of the Company, to guard against two-tier or partial tender offers, open market accumulations and other tactics designed to gain control of the Company without paying all stockholders a fair price, and to enhance the board of director’s ability to negotiate with any prospective acquiror. Until the earlier to occur of (i) 10 business days following a public announcement that a person or group of affiliated or associated persons has become an Acquiring Person (as defined below) or (ii) 10 business days (or such later date as may be determined by action of the board of directors prior to such time as any person or group of affiliated or associated persons becomes an Acquiring Person) following the commencement of, or public announcement of an intention to make, a tender or exchange offer the consummation of which would result in any person or group of affiliated or associated persons becoming an Acquiring Person (the earlier of such dates being called the “Distribution Date”), the Rights will be evidenced, with respect to certificates representing common stock (or book entry shares of common stock) outstanding as of the Record Date, by such certificates (or such book entry shares) together with a copy of a summary of the Rights (the “Summary of Rights”). Except in certain situations, a person or group of affiliated or associated persons becomes an “Acquiring Person” upon acquiring beneficial ownership of 20% or more of the outstanding shares of common stock. Certain synthetic interests in securities created by derivative positions – whether or not such interests are considered to be ownership of the underlying common stock or are reportable for purposes of Regulation 13D of the Exchange Act – are treated as beneficial ownership of the number of shares of Class A-1 Preferred Stock shall be effected at a redemption price of $10.00 per share plus, in each case, an amount equal to all dividends (whether or not earned or declared) accrued and unpaid on such share of Class A-1 Preferred Stock the common stock equivalent to the date fixed economic exposure created by the derivative security, to the extent actual shares of common stock are directly or indirectly beneficially owned by a counterparty to such derivative security. The Rights Agreement provides that, until the Distribution Date (or earlier expiration of the Rights), the Rights will be transferred with and only with the common stock. Until the Distribution Date (or earlier expiration of the Rights), new common stock certificates issued after the Record Date upon transfer or new issuances of common stock will contain a notation incorporating the Rights Agreement by reference. Until the Distribution Date (or earlier expiration of the Rights), the surrender for redemption. Notice transfer of any proposed redemption of certificates for shares of Class A-1 Preferred Stock shall be given by common stock (or book entry shares of common stock) outstanding as of the Corporation by mailing Record Date, even without such notation or a copy of such notice no less than 20 days nor more than 60 days prior to the date fixed for such redemption Summary of Rights, will also constitute the transfer of the Rights associated with the shares of common stock represented thereby. As soon as practicable following the Distribution Date, separate certificates evidencing the Rights (“Right Certificates”) will be mailed to holders of record of the common stock as of the close of business on the Distribution Date and such separate Right Certificates alone will evidence the Rights. The Rights are not exercisable until the Distribution Date. The Rights will expire at the close of business on March 11, 2021, unless the Rights are earlier redeemed or exchanged by the Company as described below. The Purchase Price payable, and the number of shares of Class A-1 Preferred Stock common stock (or cash, other assets, debt securities of the Company, or any combination thereof equivalent in value thereto) issuable, upon exercise of the Rights is subject to be redeemed adjustment from time to time to prevent dilution (i) in the event of a stock dividend on, or a subdivision, combination or reclassification of, the common stock, (ii) upon the grant to holders of the common stock of certain rights or warrants to subscribe for or purchase common stock at their respective addresses appearing a price, or securities convertible into common stock with a conversion price, less than the then-current market price of the common stock or (iii) upon the distribution to holders of the common stock of evidences of indebtedness or assets (excluding regular periodic cash dividends or dividends payable in common stock) or of subscription rights or warrants (other than those referred to above). The number of outstanding Rights is subject to adjustment in the event of a stock dividend on the books common stock payable in shares of common stock or subdivisions, consolidations or combinations of the Corporation. Said notice shall specify common stock occurring, in any such case, prior to the shares called for redemption, the redemption price and the place at which and date on which the shares called for redemption will, upon presentation and surrender of the certificates of stock evidencing such shares, be redeemed and the redemption price therefor paidDistribution Date. In the case event that any person or group of affiliated or associated persons becomes an Acquiring Person, each holder of a Right, other than Rights beneficially owned by the Acquiring Person (which will thereupon become void), will thereafter have the right to receive upon exercise of a Right that number of shares of common stock (or cash, property debt securities of the redemption Company, or any combination thereof) having a market value of less two times the exercise price of the Right. In the event that, after a person or group has become an Acquiring Person, the Company is acquired in a merger or other business combination transaction or 50% or more of its consolidated assets or earning power are sold, proper provisions will be made so that each holder of a Right (other than all Rights beneficially owned by an Acquiring Person which will have become void) will thereafter have the right to receive upon the exercise of a Right that number of shares of common stock of the person with whom the Company has engaged in the foregoing transaction (or its parent) that at the time of such transaction have a market value of two times the exercise price of the Right. At any time after any person or group becomes an Acquiring Person and prior to the earlier of one of the events described in the previous paragraph or the acquisition by such Acquiring Person of 50% or more of the outstanding shares of Class A-1 Preferred Stockcommon stock, the board of directors may exchange the Rights (other than Rights owned by such redemption shall Acquiring Person which will have become void), in whole or in part, for shares of common stock (or cash, other assets, debt securities of the Company, or any combination thereof with an aggregate value equal to such shares) at an exchange ratio of one share of common stock (or cash, other assets, debt securities of the Company, or any combination thereof equivalent in value thereto) per Right. With certain exceptions, no adjustment in the Purchase Price will be required until cumulative adjustments require an adjustment of full shares selected by lot among all then outstanding Class A-1 Preferred Stock at least 1% in such manner Purchase Price. No fractional shares of common stock will be issued, and in lieu thereof a cash payment will be made based on then current market price of the common stock. At any time prior to the time an Acquiring Person becomes such, the Board may redeem the Rights in whole, but not in part, at a price of $0.001 per Right (the “Redemption Price”) payable, at the option of the Company, in cash, shares of common stock or such other form of consideration as the board of directors shall determine. The redemption of the Rights may be prescribed by the Board of Directors. From made effective at such time, on such basis and after the date fixed in any with such notice conditions as the date board of directors in its sole discretion may establish. Immediately upon any redemption of shares of Class A-1 Preferred Stockthe Rights, unless default shall be made by the Corporation in providing monies at right to exercise the time Rights will terminate and place specified for the payment of the redemption price pursuant to such notice, all dividends on the Class A-1 Preferred Stock thereby called for redemption shall cease to accrue and all rights only right of the holders thereof of Rights will be to receive the Redemption Price. For so long as stockholders the Rights are then redeemable, the Company may, except with respect to the Redemption Price, amend the Rights Agreement in any manner. After the Rights are no longer redeemable, the Company may, except with respect to the Redemption Price, amend the Rights Agreement in any manner that does not adversely affect the interests of holders of the CorporationRights. Until a Right is exercised or exchanged, except the holder thereof, as such, will have no rights as a stockholder of the Company, including, without limitation, the right to vote or to receive dividends. For more detailed information, please see the redemption priceRights Agreement. Potential Anti-Takeover Effects Certain provisions set forth in our third amended and restated certificate of incorporation, shall cease as amended, in our bylaws, our stockholder rights plan and terminate. All in Delaware law, which are summarized below, may be deemed to have an anti-takeover effect and may delay, deter or prevent a tender offer or takeover attempt that a stockholder might consider to be in its best interests, including attempts that might result in a premium being paid over the market price for the shares of Class A-1 Preferred Stock which shall at any time have been redeemed shall, after such redemption, have the status of authorized but unissued shares of Preferred Stock, without designation as to series until such shares are once more designated as part of a particular series held by the Board of Directors or an Authorized Board Committeestockholders.

Preferred Stock. Any Pursuant to our Articles, our Board is authorized to issue “blank check” preferred stock, which may be issued from time to time in one or more series upon authorization of our Board. Although the Bank would require the issuance of a stock permit from the Commissioner, the Board, without further approval of the shareholders, is authorized to fix the dividend rights and terms, conversion rights, voting rights, redemption rights and terms, liquidation preferences and any other rights, preferences, privileges and restrictions applicable to each series of the preferred stock. Our Board has authorized out of the preferred stock a series of preferred stock entitled “Mandatorily Convertible Non-Cumulative Non-Voting Perpetual Preferred Stock, Series A.” As of the date of this offering circular, we have no shares of any class or series of preferred stock outstanding. Transfer Restrictions All shares of common stock currently outstanding were, and the shares sold in this offering will be, offered and sold pursuant to an exemption from registration under the Securities Act, and other exemptions provided by the laws of the United States and other jurisdictions where such securities were offered and sold. Shares of our common stock may only be transferred or sold in compliance with all applicable state, federal and foreign securities laws. Ownership Limitations Federal and state banking laws prevent any holder of our capital stock from acquiring “control” of the Bank, as defined under applicable statutes and regulations, without obtaining the prior approval of the Federal Reserve, the FDIC or the CDBO, as applicable. Listing and Trading Our common stock is listed on the NASDAQ Global Select Market under the symbol “PFBC.” Book Entry, Delivery and Form The Depository Trust Company (“DTC”) acts as securities depositary for the common stock. The common stock sold in this offering will be registered in the name of DTC’s partnership nominee, Cede & Co., or such other name as may be requested by an authorized representative of DTC. DTC has advised us that it is a limited-purpose trust company organized under the New York Banking Law, a “banking organization” within the meaning of New York Banking Law, a member of the Federal Reserve System, a “clearing corporation” within the meaning of the New York Uniform Commercial Code and a “clearing agency” registered under the provisions of Section 17A of the Exchange Act. DTC holds securities that its participants (“Direct Participants”) deposit with DTC. DTC also facilitates the settlement among Direct Participants of sales and other securities transactions in deposited securities through electronic computerized book-entry transfers and pledges between Direct Participants’ accounts. This eliminates the need for physical movement of securities certificates. Direct Participants include both U.S. and non-U.S. securities brokers and dealers, banks, trust companies, clearing corporations, and certain other organizations. DTC is a wholly owned subsidiary of The Depositary Trust & Clearing Corporation (“DTCC”). DTCC is the holding company for DTC, National Securities Clearing Corporation and Fixed Income Clearing Corporation, all of which are registered clearing agencies. DTCC is owned by the users of its regulated subsidiaries. Access to the DTC system is also available to others such as both U.S. and non-U.S. securities brokers and dealers, banks, trust companies, and clearing corporations that clear through or maintain a custodial relationship with a Direct Participant, either directly or through intermediaries (“Indirect Participants”). The rules applicable to DTC and its Direct and Indirect Participants are on file with the SEC. More information about DTC can be found at xxx.xxxx.xxx and xxxx://xxx.xxx.xxx. Purchases of shares of Class A-1 Preferred Stock shall common stock under the DTC system must be effected at made by or through Direct Participants, which will receive a redemption price credit for the shares of $10.00 per share plus, in common stock on DTC’s records. The ownership interest of each case, an amount equal to all dividends (whether or not earned or declared) accrued and unpaid on such share of Class A-1 Preferred Stock to the date fixed for redemption. Notice of any proposed redemption actual purchaser of shares of Class A-1 Preferred Stock shall be given by common stock (the Corporation by mailing a copy “beneficial owner”) is in turn recorded on the Direct and Indirect Participants’ records. Beneficial owners will not receive written confirmation from DTC of such notice no less than 20 days nor more than 60 days prior their purchase. Beneficial owners are, however, expected to the date fixed for such redemption to holders of record receive written confirmations providing details of the shares transaction, as well as periodic statements of Class A-1 Preferred Stock to their holdings, from the Direct or Indirect Participant through which the beneficial owner entered into the transaction. Transfers of ownership interest in the common stock will be redeemed at their respective addresses appearing accomplished by entries made on the books of Direct and Indirect Participants acting on behalf of beneficial owners. Beneficial owners will not receive certificates representing their ownership interest in the Corporationcommon stock, except in the event that use of the book-entry system for the common stock is discontinued. Said notice shall specify Conveyance of notices and other communications by DTC to Direct Participants, by Direct Participants to Indirect Participants, and by Direct Participants and Indirect Participants to beneficial owners will be governed by arrangements among them, subject to any statutory or regulatory requirements as may be in effect from time to time. To facilitate subsequent transfers, the shares called of our common stock deposited by Direct Participants with DTC are registered in the name of DTC’s partnership nominee, Cede & Co., or such other name as may be requested by an authorized representative of DTC. The deposit of common stock with DTC and its registration in the name of Cede & Co. or such other nominee do not effect any change in beneficial ownership. DTC has no knowledge of the actual beneficial owners of the common stock. DTC’s records reflect only the identity of the Direct Participants to whose accounts are credited, which may or may not be the beneficial owners. The Direct and Indirect Participants will remain responsible for redemptionkeeping account of their holdings on behalf of their customers. In those instances where a vote is required, neither DTC nor Cede & Co. (nor any other DTC nominee) will consent or vote with respect to the redemption price common stock unless authorized by a Direct Participant. Under its usual procedures, DTC mails an omnibus proxy to us as soon as possible after the record date. The omnibus proxy assigns Cede & Co.’s consenting or voting rights to those Direct Participants to whose accounts the common stock is credited on the record date, which accounts are identified in a listing attached to the omnibus proxy. Distributions and dividend payments on the place at which and date on which the shares called for redemption willcommon stock will be made to Cede & Co., or such other nominee as may be requested by an authorized representative of DTC. DTC’s practice is to credit Direct Participants’ accounts, upon presentation DTC’s receipt of funds and surrender corresponding detail information from us or our agent on the payable date in accordance with their respective holdings shown on DTC’s records. Payments by Direct or Indirect Participants to beneficial owners will be governed by standing instructions and customary practices, as is the case with securities held for the accounts of customers in bearer form or registered in “street name,” and will be the responsibility of such Direct or Indirect Participant and not of DTC (nor its nominee), us or any agent of ours, subject to any statutory or regulatory requirements as may be in effect from time to time. Payment of distributions and dividends to Cede & Co. (or such other DTC nominee) is the responsibility of us or our agent, disbursement of such payments to Direct Participants will be the responsibility of DTC, and disbursement of such payments to the beneficial owners will be the responsibility of Direct and Indirect Participants. DTC may discontinue providing its services as securities depositary with respect to the common stock at any time by giving reasonable notice to us or our agent. Additionally, we may decide to discontinue the book- entry only system of transfers with respect to the common stock. Under such circumstances, if a successor depositary is not obtained, we will print and deliver certificates in fully registered form for the common stock. The information in this section concerning DTC and DTC’s book-entry system has been obtained from sources that we believe to be reliable, but we take no responsibility for the accuracy thereof. Transfer Agent Computershare Inc. and Computershare Trust Company, N.A., collectively, act as registrar and transfer agent for our common stock. Registration of transfers of shares of the certificates common stock will be effected without charge but only upon payment of stock evidencing such any tax or other governmental charges that may be imposed in connection with any transfer or exchange. Certain Provisions of California Law and of Our Articles and Bylaws Amendment of Articles of Incorporation and Bylaws Under California law, a California corporation cannot amend its articles of incorporation unless the amendment is approved by the Board and by the affirmative vote of a majority of the outstanding shares entitled to vote, either before or after the approval by the Board, and in matters affecting a particular class of shares, be redeemed and by the redemption price therefor paid. In the case affirmative vote of the redemption holders of less than all a majority of the outstanding shares of Class A-1 Preferred Stockthat class. Our Articles specify that amendments of certain provisions require the affirmative vote of two-thirds of the outstanding shares entitled to vote. Additionally, such redemption shall be under California law, a California bank cannot amend its articles of full shares selected by lot among all then outstanding Class A-1 Preferred Stock in such manner as may be prescribed incorporation unless the amendment is approved by the Commissioner. Under California law, the Board or the shareholders may adopt, amend or repeal the Bank’s Bylaws with the affirmative vote of Directors. From and after the date fixed in any such notice as the date of redemption of shares of Class A-1 Preferred Stock, unless default shall be made by the Corporation in providing monies at the time and place specified for the payment a majority of the redemption price pursuant to such notice, all dividends on directors then in office or the Class A-1 Preferred Stock thereby called for redemption shall cease to accrue and all rights affirmative vote of the holders thereof as stockholders of a majority of the CorporationBank’s shares entitled to be cast; provided, except however, that Bylaws specifying a fixed number of directors, or the right maximum or minimum number of directors, or changing from a fixed to receive a variable board of directors or vice versa, may only be adopted by the redemption pricevote of a majority of the outstanding shares. Under California law, shall cease and terminate. All shares a bank may not amend the articles of Class A-1 Preferred Stock which shall at any time have been redeemed shall, after such redemption, have the status of authorized but unissued shares of Preferred Stock, without designation incorporation or its bylaws so as to series until such shares are once more designated as part reduce the number of a particular series by the Board of Directors or an Authorized Board Committeedirectors below five.

Preferred Stock. Any redemption Our board of directors has the authority, without further action by our shareholders, to issue up to 10,000,000 shares of preferred stock in one or more series, to establish from time to time the number of shares of Class A-1 Preferred Stock shall to be effected at a redemption price of $10.00 per share plus, included in each casesuch series, an amount equal to all dividends (whether or not earned or declared) accrued fix the dividend, voting and unpaid on such share of Class A-1 Preferred Stock to the date fixed for redemption. Notice of any proposed redemption of shares of Class A-1 Preferred Stock shall be given by the Corporation by mailing a copy of such notice no less than 20 days nor more than 60 days prior to the date fixed for such redemption to holders of record other rights, preferences and privileges of the shares of Class A-1 Preferred Stock each wholly unissued series and any qualifications, limitations or restrictions thereon, and to be redeemed at their respective addresses appearing on increase or decrease the books of the Corporation. Said notice shall specify the shares called for redemption, the redemption price and the place at which and date on which the shares called for redemption will, upon presentation and surrender of the certificates of stock evidencing such shares, be redeemed and the redemption price therefor paid. In the case of the redemption of less than all the outstanding shares of Class A-1 Preferred Stock, such redemption shall be of full shares selected by lot among all then outstanding Class A-1 Preferred Stock in such manner as may be prescribed by the Board of Directors. From and after the date fixed in any such notice as the date of redemption number of shares of Class A-1 Preferred Stockany such series, unless default shall be made by but not below the Corporation in providing monies at number of shares of such series then outstanding. Our board of directors may authorize the time and place specified for issuance of preferred stock with voting or conversion rights that could adversely affect the payment of the redemption price pursuant to such notice, all dividends on the Class A-1 Preferred Stock thereby called for redemption shall cease to accrue and all voting power or other rights of the holders thereof as stockholders of the Corporationour common stock. The issuance of preferred stock, except the right to receive the redemption pricewhile providing flexibility in connection with possible acquisitions and other corporate purposes, shall cease and terminate. All shares of Class A-1 Preferred Stock which shall at any time have been redeemed shallcould, after such redemptionamong other things, have the status effect of authorized but unissued delaying, deferring or preventing a change in our control and may adversely affect the market price of the common stock and the voting and other rights of the holders of our common stock. We have no current plans to issue any shares of Preferred Stockpreferred stock. Anti-Takeover Effects of Our Amended and Restated Articles of Incorporation and Our Amended and Restated Bylaws Provisions of our amended and restated articles of incorporation and amended and restated bylaws may delay or discourage transactions involving an actual or potential change of control or change in our management, without designation including transactions in which shareholders might otherwise receive a premium for their shares, or transactions that our shareholders might otherwise deem to be in their best interests. Therefore, these provisions could adversely affect the price of our common stock. Among other things, our Amended and Restated Articles of Incorporation and Amended and Restated Bylaws: • divide our board of directors into three classes with staggered three-year terms; • provide that a special meeting of shareholders may be called only by a majority of our board of directors, the chairman of our board of directors, the chief executive officer or the president; • establish advance notice procedures with respect to shareholder proposals to be brought before a shareholder meeting and the nomination of candidates for election as directors, other than nominations made by or at the direction of the board of directors or a committee of the board of director; • provide that shareholders may only act at a duly organized meeting; and • provide that members of our board of directors may be removed from office by our shareholders only for cause by the affirmative vote of 75% of the total voting power of all shares entitled to series vote generally in the election of directors. Our Amended and Restated Articles of Incorporation also provide that, unless we consent in writing to the selection of an alternative forum, a state or federal court located within the County of Philadelphia in the Commonwealth of Pennsylvania will be the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of our company, (ii) any action asserting a claim of breach of a fiduciary duty owed by any of our directors, officers or other employees or our shareholders, (iii) any action asserting a claim arising pursuant to any provision of the PBCL, or (iv) any action asserting a claim peculiar to the relationships among or between our company and our officers, directors and shareholders. The exclusive forum provision described above is intended to apply to the fullest extent permitted by law, including to actions arising under the Securities Act or the Exchange Act. However, the enforceability of exclusive forum provisions in the governing documents of other companies has been challenged in legal proceedings, and it is possible that a court could find our forum selection provision to be inapplicable or unenforceable with respect to actions arising under the Securities Act or the Exchange Act. Even if it is accepted that our exclusive forum provision applies to actions arising under the Securities Act, shareholders will not be deemed to have waived our compliance with the federal securities laws and the rules and regulations thereunder. Anti-Takeover Provisions under Pennsylvania Law Provisions of the PBCL applicable to us provide, among other things, that: • we may not engage in a business combination with an “interested shareholder,” generally defined as a holder of 20% of a corporation’s voting stock, during the five-year period after the interested shareholder became such except under certain specified circumstances; • holders of our common stock may object to a “control transaction” involving us (a control transaction is defined as the acquisition by a person or group of persons acting in concert of at least 20% of the outstanding voting stock of a corporation), and demand that they be paid a cash payment for the “fair value” of their shares from the “controlling person or group”; • holders of “control shares” will not be entitled to voting rights with respect to any shares in excess of specified thresholds, including 20% voting control, until the voting rights associated with such shares are once more designated as part restored by the affirmative vote of a particular series majority of disinterested shares and the outstanding voting shares of the Company; and • any “profit,” as defined, realized by any person or group who is or was a “controlling person or group” with respect to us from the Board disposition of Directors any equity securities of within 18 months after the person or group became a “controlling person or group” shall belong to and be recoverable by us. Pennsylvania-chartered corporations may exempt themselves from these and other anti-takeover provisions. Our Amended and Restated Articles of Incorporation do not provide for exemption from the applicability of these or other anti-takeover provisions in the PBCL. The provisions noted above may have the effect of discouraging a future takeover attempt that is not approved by our board of directors but which individual shareholders may consider to be in their best interests or in which shareholders may receive a substantial premium for their shares over the then current market price. As a result, shareholders who might wish to participate in such a transaction may not have an Authorized Board Committeeopportunity to do so. The provisions may make the removal of our board of directors or management more difficult. Furthermore, such provisions could result in our company being deemed less attractive to a potential acquiror and/or could result in our shareholders receiving a lesser amount of consideration for their shares of our common stock than otherwise could have been available either in the market generally and/or in a takeover.

Preferred Stock. Any redemption The shares of preferred stock may be issued in series, and shall have such voting powers, full or limited, or no voting powers, and such designations, preferences and relative participating, optional or other special rights, and qualifications, limitations or restrictions thereof, as shall be stated and expressed in the resolution or resolutions providing for the issuance of such stock adopted from time to time by the board of directors. The board of directors is expressly vested with the authority to determine and fix in the resolution or resolutions providing for the issuances of preferred stock the voting powers, designations, preferences and rights, and the qualifications, limitations or restrictions thereof, of each such series to the full extent now or hereafter permitted by the laws of the State of Delaware. The authorized shares of preferred stock will be available for issuance without further action by our stockholders unless such action is required by applicable law or the rules of any stock exchange or automated quotation system on which our securities may be listed or traded. The NYSE American currently requires stockholder approval as a prerequisite to listing shares in several circumstances, including, in certain circumstances, where the issuance of shares could result in an increase in the number of shares of Class A-1 Preferred Stock shall common stock outstanding, or in the amount of voting securities outstanding, of at least 20%. Transfer Agent and Registrar The Transfer Agent and Registrar for our common stock is Computershare, 0000 Xxxxxx Xxxx., Xxxxx 000, Xxxxxxxxx Xxxxx, XX 00000. DESCRIPTION OF DEBT SECURITIES As used in this prospectus, debt securities means the debentures, notes, bonds and other evidences of indebtedness that AGH may issue from time to time. Debt securities offered by this prospectus will be effected at either senior debt securities or subordinated debt securities. Senior debt securities will be issued under a redemption price of $10.00 per share plus, in each case, an amount equal to all dividends (whether or not earned or declared) accrued “Senior Indenture” and unpaid on such share of Class A-1 Preferred Stock subordinated debt securities will be issued under a “Subordinated Indenture.” This prospectus sometimes refers to the date fixed for redemption. Notice Senior Indenture and the Subordinated Indenture collectively as the “Indentures.” 35 The form of any proposed redemption Senior Indenture and the form of shares of Class A-1 Preferred Stock shall be given by the Corporation by mailing a copy of such notice no less than 20 days nor more than 60 days prior Subordinated Indenture are filed as exhibits to the date fixed for such redemption to holders of record registration statement. The statements and descriptions in this prospectus or in any prospectus supplement regarding provisions of the shares of Class A-1 Preferred Stock Indentures and debt securities are summaries thereof, do not purport to be redeemed at complete and are subject to, and are qualified in their respective addresses appearing on the books entirety by reference to, all of the Corporation. Said notice shall specify the shares called for redemption, the redemption price and the place at which and date on which the shares called for redemption will, upon presentation and surrender provisions of the certificates Indentures and debt securities, including the definitions therein of stock evidencing such shares, be redeemed and the redemption price therefor paid. In the case of the redemption of less than all the outstanding shares of Class A-1 Preferred Stock, such redemption shall be of full shares selected by lot among all then outstanding Class A-1 Preferred Stock in such manner as may be prescribed by the Board of Directors. From and after the date fixed in any such notice as the date of redemption of shares of Class A-1 Preferred Stock, unless default shall be made by the Corporation in providing monies at the time and place specified for the payment of the redemption price pursuant to such notice, all dividends on the Class A-1 Preferred Stock thereby called for redemption shall cease to accrue and all rights of the holders thereof as stockholders of the Corporation, except the right to receive the redemption price, shall cease and terminate. All shares of Class A-1 Preferred Stock which shall at any time have been redeemed shall, after such redemption, have the status of authorized but unissued shares of Preferred Stock, without designation as to series until such shares are once more designated as part of a particular series by the Board of Directors or an Authorized Board Committeecertain terms.

Preferred Stock. Any redemption By execution of this Agreement, each Major --------------- Stockholder which or who is an owner of shares of Class A-1 Radish Preferred Stock shall be effected at a redemption hereby waives (i) any right to advance notice of the Merger or the transactions contemplated thereby (including consummation of the Merger) to which such Major Stockholder may have been entitled under the Certificate of Incorporation of Radish or any agreement and (ii) any right to an appraisal to which such Major Stockholder may have been entitled under the Certificate of Incorporation or any agreement. It is further understood and agreed that Radish may renegotiate the exercise price of $10.00 per share plus, in each case, an amount equal to all dividends (whether or not earned or declared) accrued and unpaid on such share of Class A-1 Preferred Stock to the date fixed for redemption. Notice of any proposed redemption of shares of Class A-1 Preferred Stock shall be given certain warrants presently owned by the Corporation by mailing a copy of such notice no less than 20 days nor more than 60 days Packard Xxxx prior to the date fixed for Effective Time of the Merger. The Major Stockholders hereby waive any right to adjustment of the conversion ratio applicable to such redemption holder's shares of Radish Preferred as a result of any modification of the exercise terms of the Packard Xxxx Warrants. Each Major Stockholder elects to holders convert, on a one-for-one basis, all shares of record Series A Preferred, Series B Preferred and Series C Preferred and 74.35% of the shares of Class A-1 Series D Preferred Stock held by such Major Stockholder effective immediately prior to be redeemed at their respective addresses appearing on the books Effective Time of the CorporationMerger. Said notice shall specify the Radish hereby agrees to take any and all actions necessary or appropriate to cause all outstanding shares called for redemptionof Series A Preferred, the redemption price Series B Preferred and the place at which Series C Preferred and date on which the shares called for redemption will, upon presentation and surrender 74.35% percent of the certificates of stock evidencing such shares, be redeemed and the redemption price therefor paid. In the case of the redemption of less than all the outstanding shares of Class A-1 Series D Preferred Stockto convert on a one-for-one basis into shares of Radish Common effective immediately prior to the Effective Time. SystemSoft and the Company agree that for purposes of exchanging SystemSoft Common for Radish Common as a result of the Merger, such redemption a share certificate of Radish Preferred (other than share certificates representing shares of Series D Preferred issued and outstanding at the Effective Time) shall be of full shares selected by lot among all then outstanding Class A-1 Preferred Stock in such manner as may be prescribed by deemed to represent the Board of Directors. From and after the date fixed in any such notice as the date of redemption like number of shares of Class A-1 Radish Common, it being understood that no share certificates representing the Radish Common into which the Series A Preferred, Series B Preferred Stock, unless default and Series C Preferred has been converted shall be made issued by Radish. Furthermore, each Major Stockholder agrees that the Corporation in providing monies at the time Merger will constitute a liquidation event under Red's Certificate of Incorporation and place specified for the payment that only those shares of the redemption price pursuant to such noticeSeries D Preferred that have not been converted into shares of Radish Common, all dividends on the Class A-1 Preferred Stock thereby called for redemption shall cease to accrue and all rights of the holders thereof as stockholders of the Corporation, except the right to receive the redemption priceprovided above, shall cease and terminate. All shares of Class A-1 Preferred Stock which shall at be entitled to any time have been redeemed shall, after such redemption, have preferred stock liquidation preference in connection with the status of authorized but unissued shares of Preferred Stock, without designation as to series until such shares are once more designated as part of a particular series by the Board of Directors or an Authorized Board CommitteeMerger.

Preferred Stock. Any Our board of directors has the authority to cause us to issue preferred stock in one or more classes or series and to fix the designations, powers, preferences and rights, and the qualifications, limitations or restrictions thereof, including dividend rights, dividend rates, terms of redemption, redemption of shares of Class A-1 Preferred Stock shall be effected at a redemption price of $10.00 per share plusprices, in each case, an amount equal to all dividends (whether or not earned or declared) accrued conversion rights and unpaid on such share of Class A-1 Preferred Stock to the date fixed for redemption. Notice of any proposed redemption of shares of Class A-1 Preferred Stock shall be given by the Corporation by mailing a copy of such notice no less than 20 days nor more than 60 days prior to the date fixed for such redemption to holders of record liquidation preferences of the shares of Class A-1 Preferred Stock to be redeemed at their respective addresses appearing on the books of the Corporation. Said notice shall specify the shares called for redemptionconstituting any class or series, the redemption price and the place at which and date on which the shares called for redemption will, upon presentation and surrender of the certificates of stock evidencing such shares, be redeemed and the redemption price therefor paid. In the case of the redemption of less than all the outstanding shares of Class A-1 Preferred Stock, such redemption shall be of full shares selected by lot among all then outstanding Class A-1 Preferred Stock in such manner as may be prescribed without further vote or action by the Board stockholders. The issuance of Directors. From and after the date fixed in any such notice as the date of redemption of shares of Class A-1 Preferred Stock, unless default shall be made by the Corporation in providing monies at the time and place specified for the payment of the redemption price our preferred stock pursuant to such notice“blank check” provisions may have the effect of delaying, all dividends on deferring or preventing a change of control of us without further action by our stockholders and may adversely affect the Class A-1 Preferred Stock thereby called for redemption shall cease to accrue voting and all other rights of the holders thereof as stockholders of shares of our Class A common stock. At present, we have no plans to issue any preferred stock. Anti-Takeover Effects of Delaware Law, Our Certificate of Incorporation and Bylaws and the Outstanding Notes Some provisions of the CorporationDelaware General Corporation Law, except which we refer to as the right “DGCL,” and our certificate of incorporation, bylaws and outstanding notes, could make the following more difficult: • acquisition of us by means of a tender offer; • acquisition of us by means of a proxy contest or otherwise; or • removal of our incumbent officers and directors. The provisions, summarized above and below, are designed to receive discourage coercive takeover practices and inadequate takeover bids. These provisions are also primarily designed to encourage persons seeking to acquire control of us to first negotiate with our board of directors. We believe that the redemption pricebenefits of increased protection give us the potential ability to negotiate with the proponent of an unfriendly or unsolicited proposal to acquire or restructure us and outweigh the disadvantages of discouraging those proposals because negotiation of them could result in an improvement of their terms. Delaware Anti-Takeover Law We are subject to Section 203 of the DGCL. In general, shall cease Section 203 of the DGCL prohibits a publicly held Delaware corporation from engaging in a “business combination” with an “interested stockholder” for a period of three years following the date the person became an interested stockholder, unless the “business combination” or the transaction in which the person became an “interested stockholder” is approved in a prescribed manner. Generally, a “business combination” includes a merger, asset or stock sale or other transaction resulting in a financial benefit to the “interested stockholder.” An “interested stockholder” is a person who, together with affiliates and terminate. All shares associates, owns 15% or more of Class A-1 Preferred Stock which shall a corporation’s outstanding voting stock, or was the owner of 15% or more of a corporation’s outstanding voting stock at any time within the prior three years, other than “interested stockholders” prior to the time our Class A common stock was traded on the Nasdaq Stock Market. The existence of this provision would be expected to have been redeemed shallan anti-takeover effect with respect to transactions not approved in advance by our board of directors, after such redemption, have including discouraging takeover attempts that might result in a premium over the status of authorized but unissued market price for the shares of Preferred Stock, without designation as to series until such shares are once more designated as part of a particular series by the Board of Directors or an Authorized Board Committeeour Class A common stock.

Preferred Stock. Any We may issue shares of our preferred stock from time to time, in one or more series. Our amended and restated certificate of incorporation provides that our board of directors has the authority, without action by the stockholders, other than as described under the heading “Description of Capital Stock—Class B Common Stock” above, to designate and issue up to 20,000,000 shares of preferred stock in one or more classes or series and to fix the powers, rights, preferences, privileges and restrictions of each class or series of preferred stock, including dividend rights, conversion rights, voting rights, redemption privileges, liquidation preferences and the number of shares of Class A-1 Preferred Stock shall be effected at a redemption price of $10.00 per share plusconstituting any class or series, in each case, an amount equal to all dividends (whether or not earned or declared) accrued and unpaid on such share of Class A-1 Preferred Stock to the date fixed for redemption. Notice of any proposed redemption of shares of Class A-1 Preferred Stock shall be given by the Corporation by mailing a copy of such notice no less than 20 days nor more than 60 days prior to the date fixed for such redemption to holders of record of the shares of Class A-1 Preferred Stock to be redeemed at their respective addresses appearing on the books of the Corporation. Said notice shall specify the shares called for redemption, the redemption price and the place at which and date on which the shares called for redemption will, upon presentation and surrender of the certificates of stock evidencing such shares, be redeemed and the redemption price therefor paid. In the case of the redemption of less than all the outstanding shares of Class A-1 Preferred Stock, such redemption shall be of full shares selected by lot among all then outstanding Class A-1 Preferred Stock in such manner as may be prescribed by greater than the Board of Directors. From and after the date fixed in any such notice as the date of redemption of shares of Class A-1 Preferred Stock, unless default shall be made by the Corporation in providing monies at the time and place specified for the payment of the redemption price pursuant to such notice, all dividends on the Class A-1 Preferred Stock thereby called for redemption shall cease to accrue and all rights of the holders thereof as stockholders of the Corporationcommon stock. Convertible preferred stock will be convertible into our Class A common stock or exchangeable for other securities. Conversion may be mandatory or at your option and would be at prescribed conversion rates. If we sell any series of preferred stock under this prospectus, except we will fix the right designations, voting powers, preferences and rights of the preferred stock of each series we issue under this prospectus, as well as the qualifications, limitations or restrictions thereof, in the certificate of designation relating to receive that series. We will file as an exhibit to the redemption priceregistration statement of which this prospectus is a part, shall cease and terminateor will incorporate by reference from reports that we file with the SEC, the form of any certificate of designation that contains the terms of the series of preferred stock we are offering. All shares In this prospectus, we have summarized certain general features of Class A-1 Preferred Stock which shall at any time have been redeemed shall, after such redemption, have the status preferred stock under “Description of authorized but unissued shares of Capital Stock— Preferred Stock.” We urge you, without however, to read the applicable prospectus supplement (and any related free writing prospectus that we may authorize to be provided to you) related to the series of preferred stock being offered, as well as the complete certificate of designation as to that contains the terms of the applicable series until such shares are once more designated as part of a particular series by the Board of Directors or an Authorized Board Committeepreferred stock.

Preferred Stock. Any Pursuant to our certificate of incorporation, our board of directors has the authority, without further action by the stockholders (unless such stockholder action is required by applicable law or stock exchange listing rules), to designate and issue up to 5,000,000 shares of preferred stock in one or more series, to establish from time to time the number of shares to be included in each such series, to fix the designations, powers, preferences, privileges and relative participating, optional or special rights and the qualifications, limitations or restrictions thereof, including dividend rights, conversion rights, voting rights, terms of redemption and liquidation preferences, any or all of which may be greater than the rights of the common stock, and to increase or decrease the number of shares of Class A-1 Preferred Stock shall be effected at a redemption price of $10.00 per share plusany such series, in each case, an amount equal to all dividends (whether or but not earned or declared) accrued and unpaid on such share of Class A-1 Preferred Stock to below the date fixed for redemption. Notice of any proposed redemption number of shares of Class A-1 such series then outstanding. Our board of directors, without stockholder approval, can issue preferred stock with voting, conversion or other rights that could adversely affect the voting power and other rights of the holders of common stock. Preferred Stock shall stock could be given by issued quickly with terms designed to delay or prevent a change in control of our company or make removal of management more difficult. Additionally, the Corporation by mailing a copy issuance of preferred stock may have the effect of decreasing the market price of the common stock and may adversely affect the voting power of holders of common stock and reduce the likelihood that common stockholders will receive dividend payments and payments upon liquidation. The following summary of terms of our preferred stock is not complete. You should refer to the provisions of our certificate of incorporation and bylaws and the resolutions containing the terms of each class or series of the preferred stock which have been or will be filed with the SEC at or prior to the time of issuance of such notice no less than 20 days nor more than 60 days class or series of preferred stock and described in any applicable prospectus supplement. Any applicable prospectus supplement may also state that any of the terms set forth herein are inapplicable to such series of preferred stock, provided that the information set forth in such prospectus supplement does not constitute material changes to the information herein such that it alters the nature of the offering or the securities offered. We will fix the designations, voting powers, preferences and rights of the preferred stock of each series we issue under this prospectus, as well as the qualifications, limitations or restrictions thereof, in the certificate of designation relating to that series. We will file as an exhibit to the registration statement of which this prospectus is a part, or will incorporate by reference from reports that we file with the SEC, the form of any certificate of designation that describes the terms of the series of preferred stock we are offering. We will describe in any applicable prospectus supplement the terms of the series of preferred stock being offered, including, to the extent applicable: • the title and stated value; • the number of shares we are offering; • the liquidation preference per share; • the purchase price; • the dividend rate, period and payment date and method of calculation for dividends; • whether dividends will be cumulative or non-cumulative and, if cumulative, the date from which dividends will accumulate; • the procedures for any auction and remarketing; • the provisions for a sinking fund; • the provisions for redemption or repurchase and any restrictions on our ability to exercise those redemption and repurchase rights; • any listing of the preferred stock on any securities exchange or market; • whether the preferred stock will be convertible into our common stock, and the conversion rate or conversion price, or how they will be calculated, and the conversion period; • whether the preferred stock will be exchangeable into debt securities, and the exchange rate or exchange price, or how they will be calculated, and the exchange period; • voting rights of the preferred stock; • preemptive rights; • restrictions on transfer, sale or other assignment; • whether interests in the preferred stock will be represented by depositary shares; • a discussion of material or special U.S. federal income tax considerations applicable to the preferred stock; • the relative ranking and preferences of the preferred stock as to dividend rights and rights if we liquidate, dissolve or wind up our affairs; • any limitations on the issuance of any class or series of preferred stock ranking senior to or on a parity with the series of preferred stock as to dividend rights and rights if we liquidate, dissolve or wind up our affairs; and • any other specific terms, preferences, rights or limitations of, or restrictions on, the preferred stock. If we issue shares of preferred stock under this prospectus, the shares will be fully paid and nonassessable. The issuance of preferred stock could adversely affect the voting power of holders of common stock and reduce the likelihood that common stockholders will receive dividend payments and payments upon liquidation. The issuance could have the effect of decreasing the market price of the common stock. The issuance of preferred stock also could have the effect of delaying, deterring or preventing a change in control of us. Anti-Takeover Provisions We are subject to Section 203 of the Delaware General Corporation Law, or Section 203. Section 203 generally prohibits a public Delaware corporation from engaging in a “business combination” with an “interested stockholder” for a period of three years after the date of the transaction in which the person became an interested stockholder, unless: • prior to the date fixed for such redemption to holders of record of the shares transaction, the board of Class A-1 Preferred Stock to be redeemed at their respective addresses appearing on the books directors of the Corporation. Said notice shall specify corporation approved either the shares called for redemptionbusiness combination or the transaction which resulted in the stockholder becoming an interested stockholder; • upon completion of the transaction that resulted in the stockholder becoming an interested stockholder, the redemption price and the place interested stockholder owned at which and date on which the shares called for redemption will, upon presentation and surrender least 85% of the certificates of voting stock evidencing such shares, be redeemed and the redemption price therefor paid. In the case of the redemption corporation outstanding upon consummation of less than all the outstanding shares transaction, excluding for purposes of Class A-1 Preferred Stock, such redemption shall be of full shares selected by lot among all then outstanding Class A-1 Preferred Stock in such manner as may be prescribed by determining the Board of Directors. From and after the date fixed in any such notice as the date of redemption number of shares of Class A-1 Preferred Stock, unless default shall be made outstanding (i) shares owned by the Corporation persons who are directors and also officers and (ii) shares owned by employee stock plans in providing monies at the time and place specified for the payment of the redemption price pursuant to such notice, all dividends on the Class A-1 Preferred Stock thereby called for redemption shall cease to accrue and all rights of the holders thereof as stockholders of the Corporation, except which employee participants do not have the right to receive determine confidentially whether shares held subject to the redemption priceplan will be tendered in a tender or exchange offer; or • on or subsequent to the consummation of the transaction, shall cease and terminate. All shares of Class A-1 Preferred Stock which shall at any time have been redeemed shall, after such redemption, have the status of authorized but unissued shares of Preferred Stock, without designation as to series until such shares are once more designated as part of a particular series business combination is approved by the Board board and authorized at an annual or special meeting of Directors stockholders, and not by written consent, by the affirmative vote of at least 66 2⁄3% of the outstanding voting stock which is not owned by the interested stockholder. Section 203 defines a “business combination” to include: • any merger or consolidation involving the corporation and the interested stockholder; • any sale, transfer, pledge or other disposition involving the interested stockholder of 10% or more of the assets of the corporation; • subject to exceptions, any transaction that results in the issuance or transfer by the corporation of any stock of the corporation to the interested stockholder; • any transaction involving the corporation that has the effect of increasing the proportionate share of the stock of any class or series of the corporation beneficially owned by the interested stockholder; and • the receipt by the interested stockholder of the benefit of any loans, advances, guarantees, pledges or other financial benefits provided by or through the corporation. In general, Section 203 defines an Authorized Board Committee“interested stockholder” as an entity or person who, together with the person’s affiliates and associates, beneficially owns, or within three years prior to the time of determination of interested stockholder status did own, 15% or more of the outstanding voting stock of the corporation.