The liquidation rights and preferences of Series A Preferred will be junior to those of any senior stock, which shall include any class or series of stock of the Company ranking senior to the Series A Preferred in respect of the right to receiving assets upon the liquidation, dissolution or winding up of the affairs of the Company (the “Senior Stock”), and senior to those of the junior stock (which includes the common stock and any other class or series of stock of the Company not entitled to receive any assets upon the liquidation, dissolution or winding up of the affairs of the Corporation until the Series A Preferred shall have received the entire amount to which such stock is entitled upon such liquidation, dissolution or winding up (the “Junior Stock”).

In the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation, the Holder(s) shall be entitled to receive for each share of Series A Preferred Stock out of the assets of the Corporation or proceeds thereof legally available for distribution to stockholders of the Corporation, after satisfaction of all liabilities, if any, to creditors of the Corporation and subject to the rights of holders of any Senior Securities, and before any distribution of such assets or proceeds is made to or set aside for the holders of Junior Securities, a liquidating distribution in an amount equal to # the Liquidation Preference and # an amount equal to any accrued and unpaid dividends on such share of Series A Preferred Stock through the date of such liquidating distribution. The holders of the Junior Securities shall be entitled, to the exclusion of the holders of the Series A Preferred Stock, to share ratably in all the remaining assets of the Corporation in accordance with their respective rights. After payment of the full amount of such liquidating distribution, the Holder(s) will not be entitled to any further participation in any distribution of assets by, and shall have no right or claim to any remaining assets, of the Corporation.

senior to the Corporation’s Common Stock and each other class or series of capital stock that the Corporation may issue in the future the terms of which do not expressly provide that it ranks on a parity with or senior to the Series A Preferred Stock as to dividend rights and rights on liquidation, winding-up and dissolution of the Corporation (collectively, the “Junior Securities”);

After payment to the holders of Senior Stock of the full amounts to which they are entitled and payment of the Series A Preference Amount on all outstanding shares of Series A Preferred, any remaining funds and assets of the Company legally available for distribution to stockholders will be distributed pro rata among the holders of the Junior Stock.