stration statement. 1.9 "Registrable Securities" means: (i) any and all shares of Common Stock issued or issuable upon conversion of the shares of Preferred Stock, and (ii) any shares of Common Stock issued as (or issuable upon the conversion or exercise of any warrant, right or other security which is issued

rior to the Initial Closing, and (ii) one hundred twenty-six million, five hundred three thousand eight hundred eighty-seven (126,503,887) shares of Preferred Stock, of which (a) one million two hundred fifty thousand (1,250,000) shares are designated Series 1-A Preferred Stock, all of which were issued and out

-Floating Rate Non-Cumulative Preferred Stock, Series S FORMAT: SEC registered MATURITY: Perpetual LIQUIDATION PREFERENCE: $100,000 per share of Preferred Stock (equivalent to $1,000 per depositary share) DIVIDENDS: Payable from the issue date to, but excluding 11/01/2026 at a rate of % per annum. Thereafter

of Series 4 Preferred and 7,578,781 shares of Series 5 Preferred. The percentage approval required was (i) a majority of the outstanding shares of Preferred Stock, voting together as a single class on an as-converted basis, (ii) a majority of the outstanding shares of Common Stock, and (iii) a majority of the

represented 3 elt by the within Certificate and do hereby irrevocably constitute and t it appoint Attorney top 3 transfer the said shares of said Preferred Stock on the books of d the said Corporation, pursuant to the provisions of the By-Laws thereof, with full powers of substitution in the premises. 1 2

e, Inc., a Delaware corporation, (the "Company"), and representing a majority of the outstanding (i) voting power of the Company and (ii) shares of Preferred Stock, including a majority of the shares of the Company's Series B Preferred Stock (collectively the "Stockholders"), do hereby consent. pursuant to Sec

Non-cumulative—Missed dividend payments that do not accrue. Liquidation Preference/Multiple: The amount per share that a holder of a given series of Preferred Stock will receive prior to distribution of amounts to holders of other series of Preferred Stock or Common Stock. This is usually designated as a multipl

Non-cumulative—Missed dividend payments that do not accrue. Liquidation Preference/Multiple: The amount per share that a holder of a given series of Preferred Stock will receive prior to distribution of amounts to holders of other series of Preferred Stock or Common Stock. This is usually designated as a multipl