2. Liquidation, Dissolution or Winding Up; Certain Mergers, Consolidations and Asset
2.1 Preferential Payments to Holders of Series Seed Preferred
Stock. In the event of any voluntary or involuntary liquidation, dissolution or winding up of the
Corporation, the holders of shares of Series Seed Preferred Stock then outstanding shall be
entitled to be paid out of the assets of the Corporation available for distribution to its
stockholders before any payment shall be made to the holders of Common Stock by reason of
their ownership thereof, an amount per share equal to the Series Seed Original Issue Price, plus
any dividends declared but unpaid thereon. If upon any such liquidation, dissolution or winding
up of the Corporation, the assets of the Corporation available for distribution to its stockholders
shall be insufficient to pay the holders of shares of Series Seed Preferred Stock the full amount
to which they shall be entitled under this Subsection 2.1, the holders of shares of Series Seed
Preferred Stock shall share ratably in any distribution of the assets available for distribution in
proportion to the respective amounts which would otherwise be payable in respect of the shares
held by them upon such distribution if all amounts payable on or with respect to such shares
were paid in full. The aggregate amount which a holder of a share of Series Seed Preferred
Stock is entitled to receive under this Subsection 2.1 is hereinafter referred to as the “Series
Seed Liquidation Amount.”
