Common use of Additional Dividends Clause in Contracts

Additional Dividends. Following the occurrence of an Increase Event, and for so long as such Increase Event continues, each holder of issued and outstanding Series A Preferred Stock will be entitled to receive, when, as and if declared by the Board, out of funds legally available for the payment of dividends for each share of Series A Preferred Stock, with respect to each Dividend Period, dividends at a rate per annum equal to the Additional Rate multiplied by the Regular Liquidation Preference per share of the Series A Preferred Stock (the “Additional Dividends” and, together with the Regular Dividends and the Participating Dividends, the “Dividends”). Any Additional Dividends payable pursuant to this SECTION 2(c) shall be in addition to any Regular Dividends or Participating Dividends, as applicable, payable pursuant to SECTION 2(a) and 2(b) hereof. In addition, the right of the holders of the Series A Preferred Stock to receive the Additional Dividends is in addition to, and not in lieu of, any remedies such holders may have at law or equity. (i) Additional Dividends will accrue on a daily basis and be cumulative from the date on which an Increase Event occurs until such date as such Increase Event is no longer continuing, and are payable in arrears on each Dividend Payment Date until such date as the Increase Event is no longer continuing. Unpaid Additional Dividends shall, without duplication, compound quarterly to the extent not paid on the applicable Dividend Payment Date for such Additional Dividend. (ii) Additional Dividends in respect of any Dividend Period shall be computed on the basis of a 360-day year consisting of twelve 30-day months. The amount of Additional Dividends payable for any dividend period shorter or longer than a full quarterly dividend period, will be computed on the basis of a 360-day year consisting of twelve 30-day months. (iii) Additional Dividends that are declared and payable on a Dividend Payment Date will be paid to the holders of record of Series A Preferred Stock as they appear in the records of the Company at the close of business on the 15th day of the calendar month prior to the month in which the applicable Dividend Payment Date falls, provided that Additional Dividends payable upon conversion of a share of Series A Preferred Stock will be payable to the holder of record at the time of such conversion. Any payment of an Additional Dividend will first be credited against the earliest accumulated but unpaid Additional Dividend due with respect to each share that remains payable. (iv) Additional Dividends are payable only in cash. Additional Dividends will accrue and cumulate whether or not the Company has earnings or profits, whether or not there are funds legally available for the payment of Additional Dividends and whether or not Additional Dividends are declared. (v) While an Increase Event has occurred and is continuing, neither the Company nor any of its subsidiaries may (A) declare, pay or set aside for payment any dividends or distributions on any Junior Securities, (B) repurchase, redeem or otherwise acquire any Junior Securities or (C) make any loan or other advance to any direct or indirect Beneficial Owner of a majority of the outstanding Common Stock or any direct or indirect subsidiary of any such owner, except for repurchase of unvested shares of restricted Common Stock from officers and employees pursuant to any employment plan or agreement. (vi) Each of the following shall constitute an “Increase Event” for the purposes hereof: (A) a failure by the Company to pay any Redemption Price on the Redemption Date or the Company Redemption Date, including the absence of funds legally available for such payment; (B) a failure by the Company to deliver the Fundamental Change Notice to the holders of shares of Series A Preferred Stock pursuant to SECTION 7(a)(ii) hereof within the time period provided therein or to pay the Repurchase Price in respect of all shares of Series A Preferred Stock on the Fundamental Change Purchase Date pursuant to SECTION 7 for any reason, including the absence of funds legally available for such payment; or (C) a failure by the Company to deliver any cash (including, without limitation, cash in lieu of fractional shares and accrued and unpaid Dividends), shares of Common Stock and/or shares of Series B Preferred Stock, when such cash, shares of Common Stock and/or shares of Series B Preferred Stock, if any, are required to be delivered upon conversion of the Series A Preferred Stock pursuant to SECTION 5 or SECTION 8, as applicable, where the Company does not remedy such default within ten (10) days after the date such cash, shares of Common Stock and/or shares of Series B Preferred Stock, if any, are required to be delivered.

Additional Dividends. (i) Following the occurrence of an Increase a Specified Event, and for so long as such Increase Event continues, each holder of issued and outstanding Series A Preferred Stock Convertible Preference Shares will be entitled to receive, when, as and if declared by the BoardBoard of Directors, out of funds legally available for the payment of dividends for each share of Series A Preferred StockConvertible Preference Share, with respect to each Dividend Period, dividends at a rate per annum equal to the Additional Rate multiplied by the Regular Base Liquidation Preference per share of the Series A Preferred Stock Convertible Preference Share (the “Additional Dividends” and, together with the Regular Dividends and the Participating Dividends, the “Dividends”). Any Additional Dividends payable pursuant to this SECTION 2(c1(b) shall be in addition to any Regular Dividends or Participating Dividends, as applicable, payable pursuant to SECTION 2(a) and 2(b1(a) hereof. In addition, the right of the holders of the Series A Preferred Stock to receive the Additional Dividends is in addition to, and not in lieu of, any remedies such holders may have at law or equity. (iii) Additional Dividends will accrue on a daily basis and be cumulative from the date on which an Increase a Specified Event occurs until such date as such Increase Event is no longer continuing, and are payable in arrears on each Dividend Payment Date until such date as the Increase Event is no longer continuing. Unpaid Additional Dividends shall, without duplication, compound quarterly to the extent not paid on the applicable Dividend Payment Date for such Additional DividendDate. (iiiii) Additional Dividends in respect of any Dividend Period shall be computed on the basis of a 360-day year consisting of twelve 30-day months. The amount of Additional Dividends payable for any dividend period Dividend Period shorter or longer than a full quarterly dividend period, Dividend Period will be computed on the basis of a 360-day year consisting of twelve 30-day months. (iiiiv) Additional Dividends that are declared and payable on a Dividend Payment Date will be paid to the holders of record of Series A Preferred Stock Convertible Preference Shares as they appear in the records of the Company Corporation at the close of business on the 15th day of the calendar month prior to the month in which the applicable Dividend Payment Date falls, provided that Additional Dividends payable upon redemption or conversion of a share of Series A Preferred Stock Convertible Preference Shares will be payable to the holder of record at on the time of such conversionRedemption Date or the Conversion Date, as applicable. Any payment of an Additional Dividend will first be credited against the earliest accumulated but unpaid Additional Dividend due with respect to each share that remains payable. (ivv) Additional Dividends are payable only in cash. Additional Dividends will accrue and cumulate whether or not the Company Corporation has earnings or profits, whether or not there are funds legally available for the payment of Additional Dividends and whether or not Additional Dividends are declared. (vvi) While an Increase After a Specified Event has occurred and is continuingwhile any Convertible Preference Shares remain outstanding, unless all Additional Dividends accrued to the end of all completed Dividend Periods have been paid in full, neither the Company Corporation nor any of its subsidiaries may (A) declare, pay or set aside for payment any dividends or distributions on any Junior Securities, Securities or (B) repurchase, redeem or otherwise acquire any Junior Securities or (C) make any loan or other advance to any direct or indirect Beneficial Owner of a majority of the outstanding Common Stock or any direct or indirect subsidiary of any such owner, except for repurchase of unvested shares of restricted Common Stock from officers and employees pursuant to any employment plan or agreementSecurities. (vivii) Each The provisions of the following SECTION 1(b)(vi) shall constitute an “Increase Event” for the purposes hereofnot prohibit: (A) a failure the repurchase, redemption, retirement or other acquisition of vested or unvested Common Shares held by any future, present or former officer, director, employee, manager or consultant (or their respective permitted transferees) of the Corporation or any subsidiary of the Corporation pursuant to any equity incentive grant, plan, program or arrangement, any severance agreement or any stock subscription or equityholder agreement, in each case solely to the extent required by the Company to pay any Redemption Price on the Redemption Date or the Company Redemption Date, including the absence of funds legally available for such paymentterms thereof; (B) a failure payments made or expected to be made by the Company to deliver the Fundamental Change Notice to the holders of shares of Series A Preferred Stock pursuant to SECTION 7(a)(ii) hereof within the time period provided therein or to pay the Repurchase Price Corporation in respect of withholding or similar taxes payable in connection with the exercise or vesting of Common Shares or Class A Equivalents by any future, present or former officer, director, employee, manager or consultant (or their respective permitted transferees) of the Corporation or any subsidiary of the Corporation and repurchases or withholdings of Common Shares or Class A Equivalents in connection with any exercise or vesting of Common Shares or Class A Equivalents if such Common Shares or Class A Equivalents represent all shares or a portion of Series the exercise price of, or withholding obligation with respect to, such Common Shares or Class A Preferred Stock on Equivalents; (C) cash payments made in lieu of issuing fractional Common Shares in connection with the Fundamental Change Purchase Date pursuant to SECTION 7 exercise or vesting of Common Shares or Class A Equivalents; (D) payments arising from agreements of the Corporation or a subsidiary of the Corporation providing for any reasonadjustment of purchase price, including deferred consideration, earn outs or similar obligations, in each case incurred in connection with the absence purchase or investment by the Corporation or a subsidiary of funds legally available for such paymentthe Corporation of or in assets or capital stock of a third party; or (CE) a failure by payments or distributions made pursuant to any plan or proposal for the Company to deliver any cash (including, without limitation, cash in lieu of fractional shares and accrued and unpaid Dividends), shares of Common Stock and/or shares of Series B Preferred Stock, when such cash, shares of Common Stock and/or shares of Series B Preferred Stock, if any, are required to be delivered upon conversion liquidation or dissolution of the Series A Preferred Stock Corporation or pursuant to SECTION 5 any decree or SECTION 8order for relief or made by any custodian of the Corporation in connection with any voluntary case or proceeding under Title 11 of the U.S. Code or any similar federal, as applicablestate, where Canadian, provincial or other non-U.S. law for the Company does not remedy such default within ten (10) days after the date such cash, shares relief of Common Stock and/or shares of Series B Preferred Stock, if any, are required to be delivereddebtors.

Additional Dividends. Following the occurrence of an Increase Event, and for so long as such Increase Event continues, each holder of issued and outstanding Series A Preferred Stock will be entitled to receive, when, as and if declared by the Board, out of funds legally available for the payment of dividends for each share of Series A Preferred Stock, with respect to each Dividend Period, dividends at a rate per annum equal to the Additional Rate multiplied by the Regular Liquidation Preference per share of the Series A Preferred Stock (the “Additional Dividends” and, together with the Regular Dividends a) The Company and the Participating DividendsInitial Purchasers agree that the Holders of Registrable Shares will suffer damages if the Company fails to fulfill its obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, in lieu of any other damages that might be obtainable, the “Dividends”). Any Additional Dividends payable pursuant Company agrees to this SECTION 2(cpay additional dividends on the Preferred Shares ("ADDITIONAL DIVIDENDS") shall be in addition to any Regular Dividends or Participating Dividends, as applicable, payable pursuant to SECTION 2(a) and 2(b) hereof. In addition, under the right of the holders of the Series A Preferred Stock to receive the Additional Dividends is in addition to, and not in lieu of, any remedies such holders may have at law or equity.circumstances set forth below: (i) Additional Dividends will accrue if the Exchange Offer Registration Statement has not been filed on or prior to the Filing Date or the Initial Shelf Registration has not been filed within 30 days following the delivery of a daily basis Shelf Notice prior to the filing date; (ii) if the Exchange Offer Registration Statement or the Initial Shelf Registration has not been declared effective on or prior to the Effectiveness Date; and (iii) if either (A) if applicable, the Company has not exchanged the Exchange Shares for all Preferred Shares validly tendered in accordance with the terms of the Exchange Offer on or prior to 195 days after the Issue Date or (B) if applicable, the Exchange Offer Registration Statement ceases to be effective at any time prior to the time that the Exchange Offer is consummated or (C) if applicable, the Shelf Registration Statement has been declared effective and such Shelf Registration Statement ceases to be cumulative from effective at any time prior to the earlier of the date on which an Increase Event occurs until such date all Registrable Shares covered by the Shelf Registration have been sold in the manner set forth and as such Increase Event is no longer continuing, and are payable contemplated in arrears on each Dividend Payment Date until such date as the Increase Event is no longer continuing. Unpaid Additional Dividends shall, without duplication, compound quarterly to the extent not paid Shelf Registration on the applicable Dividend Payment Date for second anniversary of the Issue Date; (each such Additional Dividend. event referred to in clauses W through (iiiii) Additional Dividends in respect above is a "REGISTRATION DEFAULT"), the sole remedy available to holders of any Dividend Period shall the Preferred Shares will be computed on the basis of a 360-day year consisting of twelve 30-day months. The amount immediate accrual of Additional Dividends payable for any as follows: the per annum dividend period shorter or longer than a full quarterly dividend period, will be computed rate on the basis Preferred Shares will increase by 0.5% upon the occurrence of a 360the first Registration Default; and the per annum dividend rate will increase by an additional 0.25% for each subsequent 90-day year consisting period during which any Registration Default remains uncured, up to a maximum additional dividend rate of twelve 30-day months. 2.00% per annum for all Registration Defaults, PROVIDED, HOWEVER, that (iii1) Additional Dividends that are declared and payable on a Dividend Payment Date will be paid to upon the holders filing of record of Series A Preferred Stock as they appear the Exchange Registration Statement or the Initial Shelf Registration (in the records case of (i) above), (2) upon the effectiveness of the Company at Exchange Registration Statement or a Shelf Registration (in the close case of business on the 15th day of the calendar month prior to the month in which the applicable Dividend Payment Date falls, provided that Additional Dividends payable upon conversion of a share of Series A Preferred Stock will be payable to the holder of record at the time of such conversion. Any payment of an Additional Dividend will first be credited against the earliest accumulated but unpaid Additional Dividend due with respect to each share that remains payable. (iv) Additional Dividends are payable only in cash. Additional Dividends will accrue and cumulate whether or not the Company has earnings or profits, whether or not there are funds legally available for the payment of Additional Dividends and whether or not Additional Dividends are declared. (v) While an Increase Event has occurred and is continuing, neither the Company nor any of its subsidiaries may (A) declare, pay or set aside for payment any dividends or distributions on any Junior Securities, (B) repurchase, redeem or otherwise acquire any Junior Securities or (C) make any loan or other advance to any direct or indirect Beneficial Owner of a majority of the outstanding Common Stock or any direct or indirect subsidiary of any such owner, except for repurchase of unvested shares of restricted Common Stock from officers and employees pursuant to any employment plan or agreement. (vi) Each of the following shall constitute an “Increase Event” for the purposes hereof: (A) a failure by the Company to pay any Redemption Price on the Redemption Date or the Company Redemption Date, including the absence of funds legally available for such payment; (B) a failure by the Company to deliver the Fundamental Change Notice to the holders of shares of Series A Preferred Stock pursuant to SECTION 7(a)(ii) hereof within the time period provided therein or to pay the Repurchase Price in respect of all shares of Series A Preferred Stock on the Fundamental Change Purchase Date pursuant to SECTION 7 for any reason, including the absence of funds legally available for such payment; or (C) a failure by the Company to deliver any cash (including, without limitation, cash in lieu of fractional shares and accrued and unpaid Dividends), shares of Common Stock and/or shares of Series B Preferred Stock, when such cash, shares of Common Stock and/or shares of Series B Preferred Stock, if any, are required to be delivered upon conversion of the Series A Preferred Stock pursuant to SECTION 5 or SECTION 8, as applicable, where the Company does not remedy such default within ten (10) days after the date such cash, shares of Common Stock and/or shares of Series B Preferred Stock, if any, are required to be delivered.13 -11-

Additional Dividends. (i) Following the occurrence of an Increase a Specified Event, and for so long as such Increase Event continues, each holder of issued and outstanding Series A 8 Convertible Preferred Stock Shares will be entitled to receive, when, as and if declared by the BoardBoard of Directors, out of funds legally available for the payment of dividends for each share of Series A 8 Convertible Preferred StockShare, with respect to each Dividend Period, dividends at a rate per annum equal to the Additional Rate multiplied by the Regular Base Liquidation Preference per share of the Series A 8 Convertible Preferred Stock Share (the “Additional Dividends” and, together with the Regular Dividends and the Participating Dividends, the “Dividends”). Any Additional Dividends payable pursuant to this SECTION 2(c2(b) shall be in addition to any Regular Dividends or Participating Dividends, as applicable, payable pursuant to SECTION 2(a) and 2(b) hereof. In addition, the right of the holders of the Series A Preferred Stock to receive the Additional Dividends is in addition to, and not in lieu of, any remedies such holders may have at law or equity. (iii) Additional Dividends will accrue on a daily basis and be cumulative from the date on which an Increase a Specified Event occurs until such date as such Increase Event is no longer continuing, and are payable in arrears on each Dividend Payment Date until such date as the Increase Event is no longer continuing. Unpaid Additional Dividends shall, without duplication, compound quarterly to the extent not paid on the applicable Dividend Payment Date for such Additional DividendDate. (iiiii) Additional Dividends in respect of any Dividend Period shall be computed on the basis of a 360-day year consisting of twelve 30-day months. The amount of Additional Dividends payable for any dividend period Dividend Period shorter or longer than a full quarterly dividend period, Dividend Period will be computed on the basis of a 360-day year consisting of twelve 30-day months. (iiiiv) Additional Dividends that are declared and payable on a Dividend Payment Date will be paid to the holders of record of Series A 8 Convertible Preferred Stock Shares as they appear in the records of the Company Corporation at the close of business on the 15th day of the calendar month prior to the month in which the applicable Dividend Payment Date falls, provided that Additional Dividends payable upon redemption or conversion of a share of Series A 8 Convertible Preferred Stock Shares will be payable to the holder of record at on the time of such conversionRedemption Date or the Conversion Date, as applicable. Any payment of an Additional Dividend will first be credited against the earliest accumulated but unpaid Additional Dividend due with respect to each share that remains payable. (ivv) Additional Dividends are payable only in cash. Additional Dividends will accrue and cumulate whether or not the Company Corporation has earnings or profits, whether or not there are funds legally available for the payment of Additional Dividends and whether or not Additional Dividends are declared. (vvi) While an Increase After a Specified Event has occurred and is continuingwhile any Series 8 Convertible Preferred Shares remain outstanding, unless all Additional Dividends accrued to the end of all completed Dividend Periods have been paid in full, neither the Company Corporation nor any of its subsidiaries may (A) declare, pay or set aside for payment any dividends or distributions on any Junior Securities, Securities or (B) repurchase, redeem or otherwise acquire any Junior Securities or (C) make any loan or other advance to any direct or indirect Beneficial Owner of a majority of the outstanding Common Stock or any direct or indirect subsidiary of any such owner, except for repurchase of unvested shares of restricted Common Stock from officers and employees pursuant to any employment plan or agreementSecurities. (vivii) Each The provisions of the following SECTION 2(b)(vi) shall constitute an “Increase Event” for the purposes hereofnot prohibit: (A) a failure the repurchase, redemption, retirement or other acquisition of vested or unvested Common Shares held by any future, present or former officer, director, employee, manager or consultant (or their respective permitted transferees) of the Corporation or any subsidiary of the Corporation pursuant to any equity incentive grant, plan, program or arrangement, any severance agreement or any stock subscription or equityholder agreement, in each case solely to the extent required by the Company to pay any Redemption Price on the Redemption Date or the Company Redemption Date, including the absence of funds legally available for such paymentterms thereof; (B) a failure payments made or expected to be made by the Company to deliver the Fundamental Change Notice to the holders of shares of Series A Preferred Stock pursuant to SECTION 7(a)(ii) hereof within the time period provided therein or to pay the Repurchase Price Corporation in respect of withholding or similar taxes payable in connection with the exercise or vesting of Common Shares or Class A Equivalents (as defined below) by any future, present or former officer, director, employee, manager or consultant (or their respective permitted transferees) of the Corporation or any subsidiary of the Corporation and repurchases or withholdings of Common Shares or Class A Equivalents in connection with any exercise or vesting of Common Shares or Class A Equivalents if such Common Shares or Class A Equivalents represent all shares or a portion of Series the exercise price of, or withholding obligation with respect to, such Common Shares or Class A Preferred Stock on Equivalents; (C) cash payments made in lieu of issuing fractional Common Shares in connection with the Fundamental Change Purchase Date pursuant to SECTION 7 exercise or vesting of Common Shares or Class A Equivalents; (D) payments arising from agreements of the Corporation or a subsidiary of the Corporation providing for any reasonadjustment of purchase price, including deferred consideration, earn outs or similar obligations, in each case incurred in connection with the absence purchase or investment by the Corporation or a subsidiary of funds legally available for such paymentthe Corporation of or in assets or capital stock of a third party; or (CE) a failure by payments or distributions made pursuant to any plan or proposal for the Company to deliver any cash (including, without limitation, cash in lieu of fractional shares and accrued and unpaid Dividends), shares of Common Stock and/or shares of Series B Preferred Stock, when such cash, shares of Common Stock and/or shares of Series B Preferred Stock, if any, are required to be delivered upon conversion liquidation or dissolution of the Series A Preferred Stock Corporation or pursuant to SECTION 5 any decree or SECTION 8order for relief or made by any custodian of the Corporation in connection with any voluntary case or proceeding under Title 11 of the U.S. Code or any similar federal, as applicablestate, where or non-U.S. law for the Company does not remedy such default within ten (10) days after the date such cash, shares relief of Common Stock and/or shares of Series B Preferred Stock, if any, are required to be delivereddebtors.

Additional Dividends. Following If any of the occurrence Securities are not Freely Tradable by the Shelf Filing Deadline and (i) the Shelf Registration Statement has not been declared effective by the Commission on or before the date on which such Shelf Registration Statement is required to be declared effective by the Commission pursuant to Section 3(a)(ii) or (ii) the Shelf Registration Statement required by this Agreement has been declared effective but ceases to be effective at any time at which it is required to be effective under this Agreement (each such event referred to in clauses (i) and (ii), a “Registration Default”), the Company hereby agrees that additional cumulative dividends shall accrue on the Transfer Restricted Securities at a rate of an Increase Event, 0.25% per annum over the applicable dividend rate otherwise provided for in the Certificate of Designations (the “Additional Dividends”) from and for so long as including the date on which such Increase Event continues, each holder of issued and outstanding Series A Preferred Stock will Registration Default has occurred to but excluding the date on which all Registration Defaults have been cured. All accrued Additional Dividends shall be entitled to receive, when, as and if paid in cash when declared by the Board, Blocker Sub’s board of directors out of funds legally available for payment on each Additional Dividend Payment Date. At the earlier of (i) the cure of all Registration Defaults relating to the particular Transfer Restricted Securities or (ii) the particular Transfer Restricted Securities having become Freely Tradable, the dividend rate borne by the relevant Transfer Restricted Securities will be reduced to the original dividend rate borne by such Transfer Restricted Securities; provided, however, that, if after any such reduction in dividend rate, a different Registration Default occurs, the dividend rate borne by the relevant Transfer Restricted Securities shall again be increased pursuant to the foregoing provisions. Additional Dividends accrued pursuant to this Section 4 but not declared by Blocker Sub’s board of directors will continue to accumulate until declared for payment by Blocker Sub’s board of directors on an Additional Dividend Payment Date. For the avoidance of doubt, Additional Dividends shall only accrue on the liquidation preference of the Transfer Restricted Security and not on any other dividends for each share of Series A Preferred Stock, accrued but unpaid with respect to each Dividend Period, dividends at a rate per annum equal to the Additional Rate multiplied by the Regular Liquidation Preference per share of the Series A Preferred Stock (the “Additional Dividends” and, together with the Regular Dividends and the Participating Dividends, the “Dividends”). Any Additional Dividends payable pursuant to this SECTION 2(c) shall be in addition to any Regular Dividends or Participating Dividends, as applicable, payable pursuant to SECTION 2(a) and 2(b) hereof. In addition, the right of the holders of the Series A Preferred Stock to receive the Additional Dividends is in addition to, and not in lieu of, any remedies such holders may have at law or equityTransfer Restricted Security. (i) Additional Dividends will accrue on a daily basis and be cumulative from the date on which an Increase Event occurs until such date as such Increase Event is no longer continuing, and are payable in arrears on each Dividend Payment Date until such date as the Increase Event is no longer continuing. Unpaid Additional Dividends shall, without duplication, compound quarterly to the extent not paid on the applicable Dividend Payment Date for such Additional Dividend. (ii) Additional Dividends in respect of any Dividend Period shall be computed on the basis of a 360-day year consisting of twelve 30-day months. The amount of Additional Dividends payable for any dividend period shorter or longer than a full quarterly dividend period, will be computed on the basis of a 360-day year consisting of twelve 30-day months. (iii) Additional Dividends that are declared and payable on a Dividend Payment Date will be paid to the holders of record of Series A Preferred Stock as they appear in the records of the Company at the close of business on the 15th day of the calendar month prior to the month in which the applicable Dividend Payment Date falls, provided that Additional Dividends payable upon conversion of a share of Series A Preferred Stock will be payable to the holder of record at the time of such conversion. Any payment of an Additional Dividend will first be credited against the earliest accumulated but unpaid Additional Dividend due with respect to each share that remains payable. (iv) Additional Dividends are payable only in cash. Additional Dividends will accrue and cumulate whether or not the Company has earnings or profits, whether or not there are funds legally available for the payment of Additional Dividends and whether or not Additional Dividends are declared. (v) While an Increase Event has occurred and is continuing, neither the Company nor any of its subsidiaries may (A) declare, pay or set aside for payment any dividends or distributions on any Junior Securities, (B) repurchase, redeem or otherwise acquire any Junior Securities or (C) make any loan or other advance to any direct or indirect Beneficial Owner of a majority of the outstanding Common Stock or any direct or indirect subsidiary of any such owner, except for repurchase of unvested shares of restricted Common Stock from officers and employees pursuant to any employment plan or agreement. (vi) Each of the following shall constitute an “Increase Event” for the purposes hereof: (A) a failure by the Company to pay any Redemption Price on the Redemption Date or the Company Redemption Date, including the absence of funds legally available for such payment; (B) a failure by the Company to deliver the Fundamental Change Notice to the holders of shares of Series A Preferred Stock pursuant to SECTION 7(a)(ii) hereof within the time period provided therein or to pay the Repurchase Price in respect of all shares of Series A Preferred Stock on the Fundamental Change Purchase Date pursuant to SECTION 7 for any reason, including the absence of funds legally available for such payment; or (C) a failure by the Company to deliver any cash (including, without limitation, cash in lieu of fractional shares and accrued and unpaid Dividends), shares of Common Stock and/or shares of Series B Preferred Stock, when such cash, shares of Common Stock and/or shares of Series B Preferred Stock, if any, are required to be delivered upon conversion of the Series A Preferred Stock pursuant to SECTION 5 or SECTION 8, as applicable, where the Company does not remedy such default within ten (10) days after the date such cash, shares of Common Stock and/or shares of Series B Preferred Stock, if any, are required to be delivered.

Additional Dividends. (i) Following the occurrence of an Increase a Specified Event, and for so long as such Increase Event continues, each holder of issued and outstanding Series A 6 Preferred Stock Shares will be entitled to receive, when, as and if declared by the BoardBoard of Directors, out of funds legally available for the payment of dividends for each share of Series A 6 Preferred StockShare, with respect to each Dividend Period, dividends at a rate per annum equal to the Additional Rate multiplied by the Regular Base Liquidation Preference per share of the Series A 6 Preferred Stock Share (the “Additional Dividends” and, together with the Regular Dividends and the Participating Dividends, the “Dividends”). Any Additional Dividends payable pursuant to this SECTION 2(c2(b) shall be in addition to any Regular Dividends or Participating Dividends, as applicable, payable pursuant to SECTION 2(a) and 2(b) hereof. In addition, the right of the holders of the Series A Preferred Stock to receive the Additional Dividends is in addition to, and not in lieu of, any remedies such holders may have at law or equity. (iii) Additional Dividends will accrue on a daily basis and be cumulative from the date on which an Increase a Specified Event occurs until such date as such Increase Event is no longer continuing, and are payable in arrears on each Dividend Payment Date until such date as the Increase Event is no longer continuing. Unpaid Additional Dividends shall, without duplication, compound quarterly to the extent not paid on the applicable Dividend Payment Date for such Additional DividendDate. (iiiii) Additional Dividends in respect of any Dividend Period shall be computed on the basis of a 360-day year consisting of twelve 30-day months. The amount of Additional Dividends payable for any dividend period Dividend Period shorter or longer than a full quarterly dividend period, Dividend Period will be computed on the basis of a 360-day year consisting of twelve 30-day months. (iiiiv) Additional Dividends that are declared and payable on a Dividend Payment Date will be paid to the holders of record of Series A 6 Preferred Stock Shares as they appear in the records of the Company Corporation at the close of business on the 15th day of the calendar month prior to the month in which the applicable Dividend Payment Date falls, provided that Additional Dividends payable upon redemption or conversion of a share of Series A 6 Preferred Stock Shares will be payable to the holder of record at on the time of such conversionRedemption Date or the Conversion Date, as applicable. Any payment of an Additional Dividend will first be credited against the earliest accumulated but unpaid Additional Dividend due with respect to each share that remains payable. (ivv) Additional Dividends are payable only in cash. Additional Dividends will accrue and cumulate whether or not the Company Corporation has earnings or profits, whether or not there are funds legally available for the payment of Additional Dividends and whether or not Additional Dividends are declared. (vvi) While an Increase After a Specified Event has occurred and is continuingwhile any Series 6 Preferred Shares remain outstanding, unless all Additional Dividends accrued to the end of all completed Dividend Periods have been paid in full, neither the Company Corporation nor any of its subsidiaries may (A) declare, pay or set aside for payment any dividends or distributions on any Junior Securities, Securities or (B) repurchase, redeem or otherwise acquire any Junior Securities or (C) make any loan or other advance to any direct or indirect Beneficial Owner of a majority of the outstanding Common Stock or any direct or indirect subsidiary of any such owner, except for repurchase of unvested shares of restricted Common Stock from officers and employees pursuant to any employment plan or agreementSecurities. (vivii) Each The provisions of the following SECTION 2(b)(vi) shall constitute an “Increase Event” for the purposes hereofnot prohibit: (A) a failure the repurchase, redemption, retirement or other acquisition of vested or unvested Common Shares held by any future, present or former officer, director, employee, manager or consultant (or their respective permitted transferees) of the Corporation or any subsidiary of the Corporation pursuant to any equity incentive grant, plan, program or arrangement, any severance agreement or any stock subscription or equityholder agreement, in each case solely to the extent required by the Company to pay any Redemption Price on the Redemption Date or the Company Redemption Date, including the absence of funds legally available for such paymentterms thereof; (B) a failure payments made or expected to be made by the Company to deliver the Fundamental Change Notice to the holders of shares of Series A Preferred Stock pursuant to SECTION 7(a)(ii) hereof within the time period provided therein or to pay the Repurchase Price Corporation in respect of withholding or similar taxes payable in connection with the exercise or vesting of Common Shares or Class A Equivalents (as defined below) by any future, present or former officer, director, employee, manager or consultant (or their respective permitted transferees) of the Corporation or any subsidiary of the Corporation and repurchases or withholdings of Common Shares or Class A Equivalents in connection with any exercise or vesting of Common Shares or Class A Equivalents if such Common Shares or Class A Equivalents represent all shares or a portion of Series the exercise price of, or withholding obligation with respect to, such Common Shares or Class A Preferred Stock on Equivalents; (C) cash payments made in lieu of issuing fractional Common Shares in connection with the Fundamental Change Purchase Date pursuant to SECTION 7 exercise or vesting of Common Shares or Class A Equivalents; (D) payments arising from agreements of the Corporation or a subsidiary of the Corporation providing for any reasonadjustment of purchase price, including deferred consideration, earn outs or similar obligations, in each case incurred in connection with the absence purchase or investment by the Corporation or a subsidiary of funds legally available for such paymentthe Corporation of or in assets or capital stock of a third party; or (CE) a failure by payments or distributions made pursuant to any plan or proposal for the Company to deliver any cash (including, without limitation, cash in lieu of fractional shares and accrued and unpaid Dividends), shares of Common Stock and/or shares of Series B Preferred Stock, when such cash, shares of Common Stock and/or shares of Series B Preferred Stock, if any, are required to be delivered upon conversion liquidation or dissolution of the Series A Preferred Stock Corporation or pursuant to SECTION 5 any decree or SECTION 8order for relief or made by any custodian of the Corporation in connection with any voluntary case or proceeding under Title 11 of the U.S. Code or any similar federal, as applicable, where state or non-U.S. law for the Company does not remedy such default within ten (10) days after the date such cash, shares relief of Common Stock and/or shares of Series B Preferred Stock, if any, are required to be delivereddebtors.