Pre-Money Valuation: $40,000,000 (fully-diluted; includes the 10% of fully-diluted post-money capitalization (unallocated and uncommitted)).

Post-Money Valuation: $50,000,000 (fully-diluted).

Dividends: Dividends will accrue on the Series A Preferred at a rate of eight percent (8%) per annum on the Original Purchase Price. Dividends shall be paid in preference to any dividends on Common Stock. Accruing Dividends shall be added to the liquidation preference on any liquidation event.

Liquidation Preference: In the event of any liquidation, the proceeds shall be paid as follows: First pay one times (1x) the Original Purchase Price. First pay 1x the Original Purchase Price plus declared and unpaid dividends on each share of Series A Preferred.

Voting Rights: The Series A Preferred shall vote together with the Common Stock on an as-converted basis and not as a separate class, except (i) so long as at least twenty-five percent (25%) of the shares of Series A Preferred issued in the transaction are outstanding...