Common use of Liquidation Preference Clause in Contracts

Liquidation Preference. (i) In the event of any liquidation, dissolution or winding up of the Company, whether voluntary or involuntary, each holder of the Series A Preferred Shares shall be entitled to receive, prior and in preference to any distribution of any of the assets or funds of the Company to the holders of any other class of shares of the Company ranked junior to the Series A Preferred Shares (including the Ordinary Shares) by reason of such holder’s ownership thereof, the greater of: (A) the sum of (x) the Series A Preferred Shares Purchase Price (as adjusted for any share dividends, combinations, splits, recapitalizations or the like on, of or affecting the Series A Preferred Shares), for each Series A Preferred Share then held by such holder and (y) any and all declared but unpaid dividends on each such Series A Preferred Shares and (B) such amount per Series A Preferred Share as would have been payable had all Series A Preferred Shares been converted into Ordinary Shares immediately prior to such liquidation, dissolution or winding up (such amount payable, the “Liquidation Preference”). If, upon the occurrence of such event, the assets and funds thus distributed among the holders of the Series A Preferred Shares shall be insufficient to permit the payment to such holders of the full Liquidation Preference, then the entire assets and funds of the Company legally available for distribution shall be distributed pro rata among the holders of the Series A Preferred Shares in proportion to the Liquidation Preference each such holder is otherwise entitled to receive. If any holder of Series A Preferred Shares shall be deemed to have converted Series A Preferred Shares into Ordinary Shares pursuant to this paragraph, then such holder shall not be entitled to receive any distribution that would otherwise be made to holders of Series A Preferred Shares that have not converted (or have not been deemed to have converted) into Ordinary Shares. (ii) After the payment of the Liquidation Preference to the holders of the Series A Preferred Shares, the remaining assets shall be distributed ratably to the holders of the Ordinary Shares. (iii) Unless the holders of a majority of the Series A Preferred Shares then outstanding shall elect or determine otherwise by written consent, a consolidation or merger of the Company with or into any other Person in which the holders of the Shares as of immediately prior to such merger or consolidation do not continue to hold at least a fifty percent (50%) interest in the surviving entity or a Trade Sale shall be deemed to be a liquidation for purposes of payment of the Liquidation Preference and shall entitle the holders of the Series A Preferred Shares to receive in cash, securities or other property (with any non-cash amounts being valued as provided in Article 7(c)(iv)) in the amounts specified in Article 7(c)(i) and (ii). (iv) Subject to the following provisions of this Article 7(c)(iv), the value of any assets, securities or other property (other than cash) to be received by the Members pursuant to Articles 7(c)(i), 7(c)(ii) and/or 7(c)(iii), shall be equal to the fair market value thereof, as determined in good faith by the Board, if any (taking into account, if applicable, any restrictions on the free marketability of such assets, securities or other property, arising under applicable securities laws or otherwise, other than restrictions arising solely by virtue of a Member’s status as an Affiliate of the Company or the entity surviving or resulting from a change of control of the Company), except that any securities to be distributed to Members of the Company in any liquidation, dissolution or winding up of the Company, whether voluntary or involuntary, or a change of control of the Company, shall be valued as follows. (A) The method of valuation of securities not subject to investment letter or other similar restrictions on free marketability shall be as follows: (I) if the securities are then traded on a Recognised Stock Exchange (or a similar national quotation system), then the value shall be deemed to be the average of the closing prices of the securities on such exchange or system over the 30-day period ending three (3) days prior to the distribution; (II) if the securities are then actively traded over-the-counter, then the value shall be deemed to be the average of the closing bid or sale prices (whichever is applicable) over the 30-day period ending three (3) days prior to the distribution; and (III) if there is no active public market for the securities, then the value shall be the fair market value thereof, as determined in good faith by the Board. (B) The method of valuation of securities subject to investment letter or other restrictions on free marketability shall be to make an appropriate discount from the market value determined as above in subparagraphs (A)(I), (A)(II), or (A)(III) of this Article 7(c)(iv) to reflect the approximate fair market value thereof, as determined in good faith by the Board.

Liquidation Preference. (ia) Each 8.00% Cumulative Redeemable Preferred Unit shall be entitled to a liquidation preference of $30.00 per 8.00% Cumulative Redeemable Preferred Unit ("Liquidation Preference"). (b) In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Company, whether voluntary or involuntary, each holder Operating Partnership pursuant to Article VIII of the Series A Partnership Agreement, the holders of 8.00% Cumulative Redeemable Preferred Shares Units then outstanding shall be entitled to receive, prior and in preference to any distribution of any be paid out of the assets or funds of the Company Operating Partnership available for distribution, after and subject to the payment in full of all amounts required to be distributed to the holders of Senior Units, but before any other class of shares of the Company ranked junior to the Series A Preferred Shares (including the Ordinary Shares) by reason of such holder’s ownership thereof, the greater of: (A) the sum of (x) the Series A Preferred Shares Purchase Price (as adjusted for any share dividends, combinations, splits, recapitalizations or the like on, of or affecting the Series A Preferred Shares), for each Series A Preferred Share then held by such holder and (y) any and all declared but unpaid dividends on each such Series A Preferred Shares and (B) such amount per Series A Preferred Share as would have been payable had all Series A Preferred Shares been converted into Ordinary Shares immediately prior to such liquidation, dissolution or winding up (such amount payable, the “Liquidation Preference”). If, upon the occurrence of such event, the assets and funds thus distributed among the holders of the Series A Preferred Shares payment shall be insufficient to permit the payment to such holders of the full Liquidation Preference, then the entire assets and funds of the Company legally available for distribution shall be distributed pro rata among the holders of the Series A Preferred Shares in proportion to the Liquidation Preference each such holder is otherwise entitled to receive. If any holder of Series A Preferred Shares shall be deemed to have converted Series A Preferred Shares into Ordinary Shares pursuant to this paragraph, then such holder shall not be entitled to receive any distribution that would otherwise be made to holders of Series A Preferred Shares that have not converted (or have not been deemed to have converted) into Ordinary Shares. (ii) After the payment of the Liquidation Preference to the holders of the Series A Preferred SharesJunior Units, the remaining assets shall be distributed ratably to the holders of the Ordinary Shares. (iii) Unless the holders of a majority of the Series A Preferred Shares then outstanding shall elect or determine otherwise by written consent, a consolidation or merger of the Company with or into any other Person in which the holders of the Shares as of immediately prior to such merger or consolidation do not continue to hold at least a fifty percent (50%) interest in the surviving entity or a Trade Sale shall be deemed to be a liquidation for purposes of payment of the Liquidation Preference and shall entitle the holders of the Series A Preferred Shares to receive in cash, securities or other property (with any non-cash amounts being valued as provided in Article 7(c)(iv)) in the amounts specified in Article 7(c)(i) and (ii). (iv) Subject to the following provisions of this Article 7(c)(iv), the value of any assets, securities or other property (other than cash) to be received by the Members pursuant to Articles 7(c)(i), 7(c)(ii) and/or 7(c)(iii), shall be an amount equal to the fair market value thereofaggregate Liquidation Preference of the 8.00% Cumulative Redeemable Preferred Units held by such holder, as determined in good faith by the Boardplus an amount equal to accrued and unpaid distributions thereon, if any. If upon any (taking into account, if applicable, any restrictions on the free marketability of such assets, securities or other property, arising under applicable securities laws or otherwise, other than restrictions arising solely by virtue of a Member’s status as an Affiliate of the Company or the entity surviving or resulting from a change of control of the Company), except that any securities to be distributed to Members of the Company in any liquidation, dissolution or winding up of the Company, whether voluntary or involuntary, or a change of control Operating Partnership the remaining assets of the CompanyOperating Partnership available for the distribution after payment in full of amounts required to be paid or distributed to holders of Senior Units shall be insufficient to pay the holders of the 8.00% Cumulative Redeemable Preferred Units the full amount to which they shall be entitled, the holders of the 8.00% Cumulative Redeemable Preferred Units, and the holders of any series of Parity Units, shall be valued as follows. (A) The method share ratably with other holders of valuation of securities not subject to investment letter or other similar restrictions on free marketability shall be as follows: (I) if the securities are then traded on a Recognised Stock Exchange (or a similar national quotation system), then the value shall be deemed to be the average Parity Units in any distribution of the closing prices remaining assets and funds of the securities on such exchange or system over the 30-day period ending three (3) days prior Operating Partnership in proportion to the distribution; (II) if respective amounts which would otherwise be payable in respect to the securities are then actively traded over-the-counter, then the value shall be deemed to be the average Parity Units held by each of the closing bid said holders upon such distribution if all amounts payable on or sale prices (whichever is applicable) over with respect to said Parity Units were paid in full. After payment in full of the 30-day period ending three (3) days prior Liquidation Preference and accumulated and unpaid distributions to which they are entitled, the distribution; and (III) if there is no active public market for holders of 8.00% Cumulative Redeemable Preferred Units shall not be entitled to any further participation in any distribution of the securities, then assets of the value shall be the fair market value thereof, as determined in good faith by the BoardOperating Partnership. (B) The method of valuation of securities subject to investment letter or other restrictions on free marketability shall be to make an appropriate discount from the market value determined as above in subparagraphs (A)(I), (A)(II), or (A)(III) of this Article 7(c)(iv) to reflect the approximate fair market value thereof, as determined in good faith by the Board.

Liquidation Preference. (ia) In the event of Upon any voluntary or involuntary liquidation, dissolution or winding up of the Company, whether voluntary or involuntary, each holder affairs of the Corporation, the holders of shares of Series A C Preferred Shares shall be Stock then outstanding are entitled to receivebe paid out of the assets of the Corporation, prior legally available for distribution to its stockholders, a liquidation preference of $25.00 per share, plus an amount equal to any accrued and in preference unpaid dividends (whether or not declared) to the date of payment, before any distribution of assets is made to holders of Common Stock or any series of Preferred Stock of the assets or funds of the Company to the holders of any other class of shares of the Company ranked Corporation that ranks junior to the Series A C Preferred Shares Stock as to liquidation rights. (including b) In the Ordinary Shares) by reason of event that, upon any such holder’s ownership thereof, the greater of: (A) the sum of (x) the Series A Preferred Shares Purchase Price (as adjusted for any share dividends, combinations, splits, recapitalizations voluntary or the like on, of or affecting the Series A Preferred Shares), for each Series A Preferred Share then held by such holder and (y) any and all declared but unpaid dividends on each such Series A Preferred Shares and (B) such amount per Series A Preferred Share as would have been payable had all Series A Preferred Shares been converted into Ordinary Shares immediately prior to such involuntary liquidation, dissolution or winding up (such amount payableup, the “Liquidation Preference”). Ifavailable assets of the Corporation are insufficient to pay the amount of the liquidating distributions on all outstanding shares of Series C Preferred Stock and the corresponding amounts payable on all shares of other classes or series of Parity Stock in the distribution of assets, upon the occurrence of such event, the assets and funds thus distributed among then the holders of the shares of Series A C Preferred Shares Stock and stockholders of such classes or series of Parity Stock shall be insufficient to permit the payment to share ratably in any such holders distribution of the full Liquidation Preference, then the entire assets and funds of the Company legally available for distribution shall be distributed pro rata among the holders of the Series A Preferred Shares in proportion to the Liquidation Preference each such holder is otherwise entitled full liquidating distributions to receive. If any holder of Series A Preferred Shares shall be deemed to have converted Series A Preferred Shares into Ordinary Shares pursuant to this paragraph, then such holder shall not be entitled to receive any distribution that which they would otherwise be made respectively entitled. (c) After payment of the full amount of the liquidating distributions to which they are entitled, the holders of Series A C Preferred Shares that Stock shall have not converted (no right or have not been deemed claim to have converted) into Ordinary Sharesany of the remaining assets of the Corporation. (iid) After the payment of the Liquidation Preference to the holders of the Series A Preferred Shares, the remaining assets shall be distributed ratably to the holders of the Ordinary Shares. (iii) Unless the holders of a majority of the Series A Preferred Shares then outstanding shall elect or determine otherwise by written consent, a consolidation or merger of the Company with or into any other Person in which the holders of the Shares as of immediately prior to such merger or consolidation do not continue to hold at least a fifty percent (50%) interest in the surviving entity or a Trade Sale shall be deemed to be a liquidation for purposes of payment of the Liquidation Preference and shall entitle the holders of the Series A Preferred Shares to receive in cash, securities or other property (with any non-cash amounts being valued as provided in Article 7(c)(iv)) in the amounts specified in Article 7(c)(i) and (ii). (iv) Subject to the following provisions of this Article 7(c)(iv), the value Written notice of any assets, securities or other property (other than cash) to be received by the Members pursuant to Articles 7(c)(i), 7(c)(ii) and/or 7(c)(iii), shall be equal to the fair market value thereof, as determined in good faith by the Board, if any (taking into account, if applicable, any restrictions on the free marketability of such assets, securities or other property, arising under applicable securities laws or otherwise, other than restrictions arising solely by virtue of a Member’s status as an Affiliate of the Company or the entity surviving or resulting from a change of control of the Company), except that any securities to be distributed to Members of the Company in any liquidation, dissolution or winding up of the CompanyCorporation, whether voluntary stating the payment date or involuntarydates when, and the place or a change of control of places where, the Companyamounts distributable in such circumstances shall be payable, shall be valued as follows. (A) The method of valuation of securities given by first class mail, postage pre-paid, not subject to investment letter or other similar restrictions on free marketability shall be as follows: (I) if the securities are then traded on a Recognised Stock Exchange (or a similar national quotation system), then the value shall be deemed to be the average of the closing prices of the securities on such exchange or system over the 30-day period ending three (3) less than 30 nor more than 60 days prior to the distribution;payment date stated therein, to each record holder of the Series C Preferred Stock at the respective addresses of such holders as the same shall appear on the stock transfer records of the Corporation. (IIe) if The consolidation or merger of the securities are then actively traded over-the-counterCorporation with or into any other corporation, then trust or entity or of any other corporation with or into the value Corporation, or the sale, lease or conveyance of all or substantially all of the assets or business of the Corporation, shall not be deemed to be the average constitute a liquidation, dissolution or winding up of the closing bid or sale prices (whichever is applicable) over the 30-day period ending three (3) days prior to the distribution; and (III) if there is no active public market for the securities, then the value shall be the fair market value thereof, as determined in good faith by the BoardCorporation. (B) The method of valuation of securities subject to investment letter or other restrictions on free marketability shall be to make an appropriate discount from the market value determined as above in subparagraphs (A)(I), (A)(II), or (A)(III) of this Article 7(c)(iv) to reflect the approximate fair market value thereof, as determined in good faith by the Board.

Liquidation Preference. (ia) In the event of Upon any liquidation, dissolution or winding-up of the Partnership (“Liquidation Event”), in each case, that is not a Market Capitalization Liquidation Event (as defined below) or substantially concurrent with the liquidation, dissolution, or winding up of the CompanyBPY, including a BPY Specified Event, whether voluntary or involuntaryinvoluntary (a “BPY Liquidation Event”), each holder subject to the prior rights of holders of any class or series of Preferred Units issued by the Partnership that ranks senior to the Series K Preferred Units at the time outstanding having prior rights upon liquidation, but before any dividend or other distribution transfer or payment (payable in securities, cash, assets, property or any partnership interests in the Partnership or Units or otherwise) shall be made to the holders of the Common Units and the Series L Preferred Units or any other partnership interests in the Partnership or Units ranking junior to the Series K Preferred Units as to the distribution of assets upon the liquidation, dissolution or winding-up of the Partnership, the holders of the Series A K Preferred Shares Units shall be entitled to receive, prior and in preference to any distribution of any out of the assets or funds of the Company to the holders of any other class of shares of the Company ranked junior to the Series A Preferred Shares (including the Ordinary Shares) by reason of such holder’s ownership thereof, the greater of: (A) the sum of (x) the Series A Preferred Shares Purchase Price (as adjusted Partnership legally available for any share dividends, combinations, splits, recapitalizations or the like on, of or affecting the Series A Preferred Shares), distribution for each Series A K Preferred Share Unit then held by such holder and (y) any and them, an amount in cash per Series K Unit equal to the BPY Unit Value on the date immediately preceding the public announcement of said Liquidation Event plus all declared but and unpaid dividends on each such Series A K Preferred Shares and (B) such amount per Series A Preferred Share as would have been payable had all Series A Preferred Shares been converted into Ordinary Shares immediately prior to such liquidation, dissolution or winding up (such amount payable, the “Liquidation Preference”)Unit. If, upon the occurrence of any such eventLiquidation Event, the assets and funds thus of the Partnership shall be insufficient to make payment in full to all holders of Series K Preferred Units of the foregoing amounts set forth in this subsection 6(a) with respect to the Liquidation Event, then such assets (or consideration) shall be distributed among the holders of Series K Preferred Units at the time outstanding, ratably in proportion to the full amounts to which they would otherwise be respectively entitled to receive under this subsection 6(a). Upon any BPY Liquidation Event, before any distribution or payment shall be made to the holders of the Common Units and the Series A L Preferred Shares Units or any other partnership interests in the Partnership or Units ranking junior to the Series K Preferred Units as to the distribution of assets upon the liquidation, dissolution or winding-up of the Partnership, the holders of Series K Preferred Units shall be entitled to receive out of the assets of the Partnership legally available for distribution for each Series K Unit then held by them, an amount in cash per Series K Preferred Unit equal to the same amount as the liquidating distributions in respect of a BPY Unit as and when such distributions are made in respect of the BPY Units plus all declared and unpaid dividends on such Series K Preferred Unit. If, upon any such BPY Liquidation Event, the assets of the Partnership shall be insufficient to permit make payment in full to all holders of Series K Preferred Units of the foregoing amounts set forth in this subsection 6(a) with respect to the BPY Liquidation Event, then such assets (or consideration) shall be distributed among the holders of Series K Preferred Unit at the time outstanding, ratably in proportion to the full amounts to which they would otherwise be respectively entitled to receive under this subsection 6(a). If the Public REIT’s Average Market Capitalization over any period of 30 consecutive Trading Days is less than one billion dollars ($1,000,000,000), the General Partner may begin an orderly liquidation of the Partnership’s assets and winding up of the Partnership’s operations (a “Market Capitalization Liquidation Event”). Subject to the prior rights of holders of any class or series of Preferred Units issued by the Partnership that ranks senior to the Series K Preferred Units at the time outstanding having prior rights upon liquidation, but before any dividend or other distribution, transfer or payment (payable in securities, cash, assets, property or any partnership interests in the Partnership or Units or otherwise) shall be made to such the holders of the full Liquidation PreferenceCommon Units and the Series L Preferred Units or any other partnership interests in the Partnership or Units ranking junior to the Series K Preferred Units as to the distribution of assets upon the liquidation, then the entire assets and funds dissolution or winding-up of the Company legally available for distribution shall be distributed pro rata among Partnership, the holders of the Series A K Preferred Shares Units shall be entitled to be paid out of the assets of the Partnership legally available for distribution for each Series K Preferred Unit then held by them, an amount in cash per Series K Preferred Unit equal to the VWAP of a BPY Unit for the 10 Trading Day period immediately following the public announcement of said Market Capitalization Liquidation Event plus all declared and unpaid distributions on such Series K Preferred Unit. If, upon any such Market Capitalization Liquidation Event, the assets of the Partnership shall be insufficient to make payment in full to all holders of Series K Preferred Unit of the amounts set forth in this subsection 6(a) with respect to the Market Capitalization Liquidation Event, such assets (or consideration) shall be distributed among the holders of Series K Preferred Unit at the time outstanding, ratably in proportion to the Liquidation Preference each such holder is full amounts to which they would otherwise be respectively entitled to receivereceive under this subsection 6(a). If any holder The holders of Series A K Preferred Shares shall be deemed to have converted Series A Preferred Shares into Ordinary Shares pursuant to this paragraph, then such holder Units shall not be entitled to receive any distribution that would otherwise or payment upon a Liquidation Event, BPY Liquidation Event or Market Capitalization Liquidation Event other than as set forth in this subsection 6(a). (b) Written notice of such Liquidation Event, BPY Liquidation Event or Market Capitalization Liquidation Event, stating the payment date or dates when, and the place or places where, the amounts distributable in such circumstances shall be made payable, shall be given by first class mail, postage pre-paid, not less than 30 nor more than 60 days prior to the payment date stated therein, to each record holder of the Series K Preferred Units at the respective addresses of such holders as the same shall appear on the transfer records of the Partnership. (c) After payment of the full amount of liquidating distributions to which they are entitled as provided in Section 6(a) of this Schedule J, the holders of Series A K Preferred Shares that Units shall have not converted (no right or have not been deemed claim to have converted) into Ordinary Sharesany of the remaining assets of the Partnership. (iid) After For the payment purposes of the Liquidation Preference to the holders this Section 6, none of the Series A Preferred Shares, the remaining assets shall be distributed ratably to the holders of the Ordinary Shares. (iiii) Unless the holders of a majority of the Series A Preferred Shares then outstanding shall elect or determine otherwise by written consent, a consolidation or merger of the Company Partnership with or into any other Person in which another entity, (ii) a merger of another entity with or into the holders Partnership or (iii) a sale, lease or conveyance of all or substantially all of the Shares as of immediately prior to such merger Partnership’s assets, properties or consolidation do not continue to hold at least a fifty percent (50%) interest in the surviving entity or a Trade Sale business shall be deemed to be a liquidation for purposes of payment of the Liquidation Preference and shall entitle the holders of the Series A Preferred Shares to receive in cash, securities or other property (with any non-cash amounts being valued as provided in Article 7(c)(iv)) in the amounts specified in Article 7(c)(i) and (ii). (iv) Subject to the following provisions of this Article 7(c)(iv), the value of any assets, securities or other property (other than cash) to be received by the Members pursuant to Articles 7(c)(i), 7(c)(ii) and/or 7(c)(iii), shall be equal to the fair market value thereof, as determined in good faith by the Board, if any (taking into account, if applicable, any restrictions on the free marketability of such assets, securities or other property, arising under applicable securities laws or otherwise, other than restrictions arising solely by virtue of a Member’s status as an Affiliate of the Company or the entity surviving or resulting from a change of control of the Company), except that any securities to be distributed to Members of the Company in any liquidation, dissolution or winding winding-up of the CompanyPartnership, whether voluntary or involuntary, or a change of control of the Company, shall be valued as follows. unless (A) The method all or substantially all of valuation the proceeds thereof are distributed by the Partnership or (B) as a result of securities not subject such event, the right of the holders of Series K Preferred Units to investment letter distribution as set forth in Section 5 hereof will be adversely affected or other similar restrictions on free marketability shall be as follows: (I) if otherwise modified in which case a liquidation, dissolution or winding-up of the securities are then traded on a Recognised Stock Exchange (or a similar national quotation system), then the value Partnership shall be deemed to be the average of the closing prices of the securities on such exchange or system over the 30-day period ending three (3) days prior to the distribution; (II) if the securities are then actively traded over-the-counter, then the value shall be deemed to be the average of the closing bid or sale prices (whichever is applicable) over the 30-day period ending three (3) days prior to the distribution; and (III) if there is no active public market for the securities, then the value shall be the fair market value thereof, as determined in good faith by the Boardhave occurred). (B) The method of valuation of securities subject to investment letter or other restrictions on free marketability shall be to make an appropriate discount from the market value determined as above in subparagraphs (A)(I), (A)(II), or (A)(III) of this Article 7(c)(iv) to reflect the approximate fair market value thereof, as determined in good faith by the Board.

Liquidation Preference. (i) In the event of any liquidationa Liquidation of SpinCo, dissolution or winding up the holders of the Company, whether voluntary or involuntary, each holder of the Series A Preferred Shares shall Stock would be entitled to receive, prior to and in preference to any distribution of any of the assets or funds of the Company to the holders of any other class of shares of the Company ranked junior to the Series A Preferred Shares (including the Ordinary Shares) by reason of such holder’s ownership thereof, the greater of: (A) the sum of (x) the Series A Preferred Shares Purchase Price (as adjusted for any share dividends, combinations, splits, recapitalizations or the like on, of or affecting the Series A Preferred Shares), for each Series A Preferred Share then held by such holder and (y) any and all declared but unpaid dividends on each such Series A Preferred Shares and (B) such amount per Series A Preferred Share as would have been payable had all Series A Preferred Shares been converted into Ordinary Shares immediately prior to such liquidation, dissolution or winding up (such amount payable, the “Liquidation Preference”). If, upon the occurrence of such event, the assets and funds thus distributed among the holders of the Series A Preferred Shares shall be insufficient to permit the payment to such holders of the full Liquidation Preference, then the entire assets and funds of the Company legally available for distribution shall be distributed pro rata among the holders of the Series A Preferred Shares in proportion to the Liquidation Preference each such holder is otherwise entitled to receive. If any holder of Series A Preferred Shares shall be deemed to have converted Series A Preferred Shares into Ordinary Shares pursuant to this paragraph, then such holder shall not be entitled to receive any distribution that would otherwise be made to holders of Series A Preferred Shares that have not converted (or have not been deemed to have converted) into Ordinary Shares. (ii) After the payment of the Liquidation Preference to the holders of the Series Common Stock, for each share of Preferred Stock held, an amount of proceeds equal to $1,000 per share plus accrued but unpaid dividends. A Preferred Shares, the remaining assets shall be distributed ratably to the holders (i) merger or consolidation (other than one in which stockholders of SpinCo own a majority (by voting power) of the Ordinary Shares. outstanding shares of the surviving or acquiring corporation), (ii) sale, transfer, exclusive license or lease or other disposition of all or substantially all of the assets of SpinCo, or (iii) Unless the holders acquisition of beneficial ownership of at least a majority of the Series A Preferred Shares then outstanding shall elect equity (measured by either voting power or determine otherwise economic interests) of SpinCo by written consenta person or group (as that term is defined under Rule 13d-3 promulgated under the Securities Exchange Act of 1934) other than Wabtec and its subsidiaries, will be treated as a consolidation or merger of the Company with or into any other Person in which the holders of the Shares as of immediately prior to such merger or consolidation do not continue to hold at least a fifty percent (50%) interest in the surviving entity or a Trade Sale shall be deemed to be a liquidation for purposes of Liquidation, thereby triggering payment of the Liquidation Preference and shall entitle preferences as described above. 1 The parties agree that the holders of the Series A Preferred Shares Dividend Rate is intended to receive in cash, securities or other property (with any non-cash amounts being valued as provided in Article 7(c)(iv)) result in the amounts specified Preferred Stock having a fair market value equal to par immediately following the Closing. If, as a result of changes taking place after the date of this amendment, the Dividend Rate would result in Article 7(c)(ithe Preferred Stock having a fair market value different than par immediately following the Closing, the parties will cooperate in good faith to adjust the Dividend Rate to the extent necessary for the Preferred Stock to have a fair market value equal to par. Voting Rights The Preferred Stock will have no voting rights, except (i) for the right to elect one director to the SpinCo board of directors if the dividend has not been paid such that an arrearage of at least three full quarters of dividend payments exists (such board seat to remain until there is no arrearage) and (ii). ) as otherwise required by applicable law. The Preferred Stock will have class voting rights for amendments (ivincluding those effected by way of merger of SpinCo with another entity) Subject that have an adverse discriminatory effect against the rights of the Preferred Stock relative to their effect on the rights of the other equity securities of SpinCo in any material respect. Optional Redemption The Preferred Stock will be redeemable, at the option of SpinCo, at any time following provisions the seventh anniversary of this Article 7(c)(iv), the value issuance of any assets, securities or other property (other than cash) to be received by the Members pursuant to Articles 7(c)(i), 7(c)(ii) and/or 7(c)(iii), shall be Preferred Stock for a price equal to the fair market value thereof, as determined in good faith by the Board, if any (taking into account, if applicable, any restrictions on the free marketability of such assets, securities or other property, arising under applicable securities laws or otherwise, other than restrictions arising solely by virtue of a Member’s status as an Affiliate $1,000 per share plus accrued but unpaid dividends. No Mandatory Redemption The holders of the Company Preferred Stock will not have a right to require SpinCo to redeem the Preferred Stock. Transfer Restrictions The Preferred Stock will not be directly or the entity surviving or resulting from a change of control of the Company), except that any securities to be distributed to Members of the Company in any liquidation, dissolution or winding up of the Company, whether voluntary or involuntary, or a change of control of the Company, shall be valued as follows. (A) The method of valuation of securities not subject to investment letter or other similar restrictions on free marketability shall be as follows: (I) if the securities are then traded on a Recognised Stock Exchange (or a similar national quotation system), then the value shall be deemed to be the average of the closing prices of the securities on such exchange or system over the 30-day period ending three (3) days indirectly transferrable prior to the distribution; (II) if first anniversary of issuance. Thereafter, the Preferred Stock will be freely transferable, subject to any applicable securities are then actively traded over-the-counterlaws, then the value and upon any proposed transfer to any holder other than GE or a subsidiary thereof, such transfer shall be deemed subject to the written consent of Wabtec (which consent shall not be unreasonably withheld, conditioned or delayed). Mergers For so long as the average Preferred Stock is outstanding, SpinCo will not merge or consolidate with any other person unless the Preferred Stock either remains outstanding or is exchanged for equivalent securities of the closing bid surviving or sale prices acquiring company (whichever except if such transaction is applicable) over the 30-day period ending three (3) days prior to the distribution; and (III) if there is no active public market for the securities, then the value shall be the fair market value thereof, treated as determined in good faith by the Boarda Liquidation as described above). (B) The method of valuation of securities subject to investment letter or other restrictions on free marketability shall be to make an appropriate discount from the market value determined as above in subparagraphs (A)(I), (A)(II), or (A)(III) of this Article 7(c)(iv) to reflect the approximate fair market value thereof, as determined in good faith by the Board.

Liquidation Preference. (i) In the event of A. Upon any voluntary or involuntary liquidation, dissolution or winding up of the Company, whether voluntary or involuntary, each holder affairs of the Partnership, the holders of Series A B Preferred Shares shall be Units then outstanding are entitled to receivebe paid, prior or have the Partnership declare and in preference to any distribution of any set apart for payment, out of the assets or funds of the Company to the holders of any other class of shares of the Company ranked junior to the Series A Preferred Shares (including the Ordinary Shares) by reason of such holder’s ownership thereof, the greater of: (A) the sum of (x) the Series A Preferred Shares Purchase Price (as adjusted for any share dividends, combinations, splits, recapitalizations or the like on, of or affecting the Series A Preferred Shares), for each Series A Preferred Share then held by such holder and (y) any and all declared but unpaid dividends on each such Series A Preferred Shares and (B) such amount per Series A Preferred Share as would have been payable had all Series A Preferred Shares been converted into Ordinary Shares immediately prior to such liquidation, dissolution or winding up (such amount payable, the “Liquidation Preference”). If, upon the occurrence of such event, the assets and funds thus distributed among the holders of the Series A Preferred Shares shall be insufficient to permit the payment to such holders of the full Liquidation Preference, then the entire assets and funds of the Company Partnership legally available for distribution shall be distributed pro rata among the to its holders of Partnership Units, after payment of or provision for payment of the Partnership’s debts and other liabilities, the liquidation preference per Series A B Preferred Shares in proportion Unit, plus an amount equal to any accrued and unpaid Cash Distributions (whether or not authorized or declared) thereon to but not including the Liquidation Preference each such holder date of payment or the date the amount for payment is otherwise entitled to receive. If any holder of Series A Preferred Shares shall be deemed to have converted Series A Preferred Shares into Ordinary Shares pursuant to this paragraphset apart (collectively, then such holder shall not be entitled to receive the “Liquidating Distributions”), before any distribution that would otherwise be or payment of assets is made to holders of Series A Preferred Shares that have not converted (or have not been deemed to have converted) into Ordinary Shares. (ii) After Junior Units. If the payment assets of the Liquidation Preference Partnership legally available for distribution to holders of Partnership Units are insufficient to pay in full the Liquidating Distributions on all outstanding Series B Preferred Units and the corresponding amounts payable on all outstanding Parity Units, then all assets distributed to the holders of the Series A B Preferred Shares, the remaining assets Units and any class or series of Parity Units shall be distributed ratably pro rata so that the amount of assets distributed per Series B Preferred Unit and such class or series of Parity Units shall in all cases bear to each other the holders same ratio that the Liquidating Distributions per Series B Preferred Unit and such class or series of Parity Units bear to each other. Written notice of the Ordinary Shares. (iii) Unless the holders of a majority of the Series A Preferred Shares then outstanding shall elect or determine otherwise by written consent, a consolidation or merger of the Company with or into any other Person in which the holders of the Shares as of immediately prior to such merger or consolidation do not continue to hold at least a fifty percent (50%) interest in the surviving entity or a Trade Sale shall be deemed to be a liquidation for purposes of payment of the Liquidation Preference and shall entitle the holders of the Series A Preferred Shares to receive in cash, securities or other property (with any non-cash amounts being valued as provided in Article 7(c)(iv)) in the amounts specified in Article 7(c)(i) and (ii). (iv) Subject to the following provisions of this Article 7(c)(iv), the value effective date of any assets, securities or other property (other than cash) to be received by the Members pursuant to Articles 7(c)(i), 7(c)(ii) and/or 7(c)(iii), shall be equal to the fair market value thereof, as determined in good faith by the Board, if any (taking into account, if applicable, any restrictions on the free marketability of such assets, securities or other property, arising under applicable securities laws or otherwise, other than restrictions arising solely by virtue of a Member’s status as an Affiliate of the Company or the entity surviving or resulting from a change of control of the Company), except that any securities to be distributed to Members of the Company in any liquidation, dissolution or winding up of the Company, whether voluntary or involuntary, or a change of control affairs of the CompanyPartnership, stating the payment date or dates when, and the place or places where, the amounts distributable in such circumstances shall be payable, shall be valued as follows. (A) The method of valuation of securities given by first class mail, postage pre-paid, not subject to investment letter or other similar restrictions on free marketability shall be as follows: (I) if the securities are then traded on a Recognised Stock Exchange (or a similar national quotation system), then the value shall be deemed to be the average of the closing prices of the securities on such exchange or system over the 30-day period ending three (3) fewer than 30 nor more than 60 days prior to the distribution; (II) if the securities are then actively traded over-the-counterpayment date stated therein, then the value shall be deemed to be the average each record holder of the closing bid Series B Preferred Units at the respective addresses of such holders as the same shall appear on the transfer records of the Partnership. B. After payment of the full amount of the Liquidating Distributions to which they are entitled, the holders of Series B Preferred Units shall have no right or sale prices (whichever is applicable) over claim to any of the 30-day period ending three (3) days prior to remaining assets of the distribution; andPartnership. (III) if there is no active public market for C. For the securitiesavoidance of doubt, then the value shall be consolidation, merger or conversion of the fair market value thereofPartnership with or into another entity, as determined in good faith the merger of another entity with or into the Partnership, a statutory unit exchange by the BoardPartnership or the sale, lease, transfer or conveyance of all or substantially all of the assets or business of the Partnership shall not be considered a liquidation, dissolution or winding up of the affairs of the Partnership. (B) The method of valuation of securities subject to investment letter or other restrictions on free marketability shall be to make an appropriate discount from the market value determined as above in subparagraphs (A)(I), (A)(II), or (A)(III) of this Article 7(c)(iv) to reflect the approximate fair market value thereof, as determined in good faith by the Board.

Liquidation Preference. (iA) In the event of any liquidation, dissolution or winding up of the CompanyPartnership, whether voluntary or involuntary, each holder before any payment or distribution of the Series A assets of the Partnership shall be made to or set apart for the holders of any Distribution Junior Units, the holders of the Class E Preferred Shares Units shall be entitled to receivereceive $25.00 per Class E Preferred Unit, prior plus an amount equal to all distributions (whether or not earned or declared) accumulated, accrued and in preference to any distribution of any of the assets or funds of the Company unpaid thereon to the holders date of any other class of shares of the Company ranked junior to the Series A Preferred Shares (including the Ordinary Shares) by reason of such holder’s ownership thereof, the greater of: (A) the sum of (x) the Series A Preferred Shares Purchase Price (as adjusted for any share dividends, combinations, splits, recapitalizations or the like on, of or affecting the Series A Preferred Shares), for each Series A Preferred Share then held by such holder and (y) any and all declared but unpaid dividends on each such Series A Preferred Shares and (B) such amount per Series A Preferred Share as would have been payable had all Series A Preferred Shares been converted into Ordinary Shares immediately prior to such liquidation, dissolution or winding up payment (such aggregate amount payable, the “Class E Liquidation Preference”). If, upon the occurrence of such event, the assets and funds thus distributed among Until the holders of the Series A Class E Preferred Shares shall be insufficient to permit Units have been paid the payment to such holders of the full Liquidation Preference, then the entire assets and funds of the Company legally available for distribution shall be distributed pro rata among the holders of the Series A Preferred Shares in proportion to the Class E Liquidation Preference each such holder is otherwise entitled in full, no payment or distribution will be made to receive. If any holder of Series A Preferred Shares shall be deemed to have converted Series A Preferred Shares into Ordinary Shares pursuant to this paragraph, then such holder shall not be entitled to receive any distribution that would otherwise be made to holders of Series A Preferred Shares that have not converted (or have not been deemed to have converted) into Ordinary Shares. (ii) After Distribution Junior Units upon the payment of the Liquidation Preference to the holders of the Series A Preferred Shares, the remaining assets shall be distributed ratably to the holders of the Ordinary Shares. (iii) Unless the holders of a majority of the Series A Preferred Shares then outstanding shall elect or determine otherwise by written consent, a consolidation or merger of the Company with or into any other Person in which the holders of the Shares as of immediately prior to such merger or consolidation do not continue to hold at least a fifty percent (50%) interest in the surviving entity or a Trade Sale shall be deemed to be a liquidation for purposes of payment of the Liquidation Preference and shall entitle the holders of the Series A Preferred Shares to receive in cash, securities or other property (with any non-cash amounts being valued as provided in Article 7(c)(iv)) in the amounts specified in Article 7(c)(i) and (ii). (iv) Subject to the following provisions of this Article 7(c)(iv), the value of any assets, securities or other property (other than cash) to be received by the Members pursuant to Articles 7(c)(i), 7(c)(ii) and/or 7(c)(iii), shall be equal to the fair market value thereof, as determined in good faith by the Board, if any (taking into account, if applicable, any restrictions on the free marketability of such assets, securities or other property, arising under applicable securities laws or otherwise, other than restrictions arising solely by virtue of a Member’s status as an Affiliate of the Company or the entity surviving or resulting from a change of control of the Company), except that any securities to be distributed to Members of the Company in any liquidation, dissolution or winding up of the CompanyPartnership. If, upon any such liquidation, dissolution or winding up of the Partnership, the assets of the Partnership, or the proceeds thereof, distributable to the holders of the Class E Preferred Units shall be insufficient to pay in full the Class E Liquidation Preference and liquidating payments on any other class or series of Distribution Parity Units, then such assets, or the proceeds thereof, shall be distributed among the holders of the Class E Preferred Units and the holders of such Distribution Parity Units ratably in proportion to the full liquidating distributions (including, if applicable, accumulated, accrued and unpaid distributions) to which they would otherwise respectively be entitled. (B) Subject to the rights of the holders of Distribution Parity Units upon any liquidation, dissolution or winding up, whether voluntary or involuntary, of the Partnership, after payment in full of the Class E Liquidation Preference for all outstanding Class E Preferred Units shall have been made to the holders of the Class E Preferred Units, as provided in Section 3(A), any class or series of Distribution Junior Units shall, subject to any respective terms and provisions applying thereto, be entitled to receive any and all assets, or the proceeds thereof, remaining to be paid or distributed, and the holders of the Class E Preferred Units, as such, shall not be entitled to share therewith. After payment of the full amount of the Class E Liquidation Preference for each outstanding Class E Preferred Unit, the holders of the Class E Preferred Units, as such, will have no right or claim to any of the remaining assets of the Partnership. The preceding two sentences shall not affect the right of the General Partner or any other holder of Class E Preferred Units to share in any distribution or payment of the assets of the Partnership upon any liquidation, dissolution or winding up, whether voluntary or involuntary, of the Partnership as a result of its holding another class or series of Units. (C) None of a consolidation or merger of the Partnership with or into another entity, or a change sale, lease, transfer or conveyance of control all or substantially all of the CompanyPartnership’s property or business, shall be valued as follows. (A) The method of valuation of securities not subject to investment letter considered a liquidation, dissolution or other similar restrictions on free marketability shall be as follows: (I) if the securities are then traded on a Recognised Stock Exchange (or a similar national quotation system), then the value shall be deemed to be the average winding up of the closing prices of the securities on such exchange or system over the 30-day period ending three (3) days prior to the distribution; (II) if the securities are then actively traded over-the-counter, then the value shall be deemed to be the average of the closing bid or sale prices (whichever is applicable) over the 30-day period ending three (3) days prior to the distribution; and (III) if there is no active public market for the securities, then the value shall be the fair market value thereof, as determined in good faith by the BoardPartnership. (B) The method of valuation of securities subject to investment letter or other restrictions on free marketability shall be to make an appropriate discount from the market value determined as above in subparagraphs (A)(I), (A)(II), or (A)(III) of this Article 7(c)(iv) to reflect the approximate fair market value thereof, as determined in good faith by the Board.

Liquidation Preference. (ia) Each 7.00% Cumulative Convertible Preferred Unit shall be entitled to a liquidation preference of $28.00 per 7.00% Cumulative Convertible Preferred Unit ("Liquidation Preference"). (b) In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Company, whether voluntary or involuntary, each holder Operating Partnership pursuant to Article VIII of the Series A Partnership Agreement, the holders of 7.00% Cumulative Convertible Preferred Shares Units then outstanding shall be entitled to receive, prior and in preference to any distribution of any be paid out of the assets or funds of the Company Operating Partnership available for distribution, after and subject to the payment in full of all amounts required to be distributed to the holders of Senior Units, but before any other class of shares of the Company ranked junior to the Series A Preferred Shares (including the Ordinary Shares) by reason of such holder’s ownership thereof, the greater of: (A) the sum of (x) the Series A Preferred Shares Purchase Price (as adjusted for any share dividends, combinations, splits, recapitalizations or the like on, of or affecting the Series A Preferred Shares), for each Series A Preferred Share then held by such holder and (y) any and all declared but unpaid dividends on each such Series A Preferred Shares and (B) such amount per Series A Preferred Share as would have been payable had all Series A Preferred Shares been converted into Ordinary Shares immediately prior to such liquidation, dissolution or winding up (such amount payable, the “Liquidation Preference”). If, upon the occurrence of such event, the assets and funds thus distributed among the holders of the Series A Preferred Shares payment shall be insufficient to permit the payment to such holders of the full Liquidation Preference, then the entire assets and funds of the Company legally available for distribution shall be distributed pro rata among the holders of the Series A Preferred Shares in proportion to the Liquidation Preference each such holder is otherwise entitled to receive. If any holder of Series A Preferred Shares shall be deemed to have converted Series A Preferred Shares into Ordinary Shares pursuant to this paragraph, then such holder shall not be entitled to receive any distribution that would otherwise be made to holders of Series A Preferred Shares that have not converted (or have not been deemed to have converted) into Ordinary Shares. (ii) After the payment of the Liquidation Preference to the holders of the Series A Preferred SharesJunior Units, the remaining assets shall be distributed ratably to the holders of the Ordinary Shares. (iii) Unless the holders of a majority of the Series A Preferred Shares then outstanding shall elect or determine otherwise by written consent, a consolidation or merger of the Company with or into any other Person in which the holders of the Shares as of immediately prior to such merger or consolidation do not continue to hold at least a fifty percent (50%) interest in the surviving entity or a Trade Sale shall be deemed to be a liquidation for purposes of payment of the Liquidation Preference and shall entitle the holders of the Series A Preferred Shares to receive in cash, securities or other property (with any non-cash amounts being valued as provided in Article 7(c)(iv)) in the amounts specified in Article 7(c)(i) and (ii). (iv) Subject to the following provisions of this Article 7(c)(iv), the value of any assets, securities or other property (other than cash) to be received by the Members pursuant to Articles 7(c)(i), 7(c)(ii) and/or 7(c)(iii), shall be an amount equal to the fair market value thereofaggregate Liquidation Preference of the 7.00% Cumulative Convertible Preferred Units held by such holder, as determined in good faith by the Boardplus an amount equal to accrued and unpaid distributions thereon, if any. If upon any (taking into account, if applicable, any restrictions on the free marketability of such assets, securities or other property, arising under applicable securities laws or otherwise, other than restrictions arising solely by virtue of a Member’s status as an Affiliate of the Company or the entity surviving or resulting from a change of control of the Company), except that any securities to be distributed to Members of the Company in any liquidation, dissolution or winding up of the Company, whether voluntary or involuntary, or a change of control Operating Partnership the remaining assets of the Company, Operating Partnership available for the distribution after payment in full of amounts required to be paid or distributed to holders of Senior Units shall be valued as follows. (A) The method insufficient to pay the holders of valuation of securities not subject the 7.00% Cumulative Convertible Preferred Units the full amount to investment letter or other similar restrictions on free marketability which they shall be as follows: (I) if entitled, the securities are then traded on a Recognised Stock Exchange (or a similar national quotation system), then the value shall be deemed to be the average holders of the closing prices 7.00% Cumulative Convertible Preferred Units and the holders of any series of Parity Units shall share ratably with other holders of Parity Units in any distribution of the securities on such exchange or system over remaining assets and funds of the 30-day period ending three (3) days prior Operating Partnership in proportion to the distribution; (II) if respective amounts which would otherwise be payable in respect to the securities are then actively traded over-the-counter, then the value shall be deemed to be the average Parity Units held by each of the closing bid said holders upon such distribution if all amounts payable on or sale prices (whichever is applicable) over with respect to said Parity Units were paid in full. After payment in full of the 30-day period ending three (3) days prior Liquidation Preference and accumulated and unpaid distributions to which they are entitled, the distribution; and (III) if there is no active public market for holders of 7.00% Cumulative Convertible Preferred Units shall not be entitled to any further participation in any distribution of the securities, then assets of the value shall be the fair market value thereof, as determined in good faith by the BoardOperating Partnership. (B) The method of valuation of securities subject to investment letter or other restrictions on free marketability shall be to make an appropriate discount from the market value determined as above in subparagraphs (A)(I), (A)(II), or (A)(III) of this Article 7(c)(iv) to reflect the approximate fair market value thereof, as determined in good faith by the Board.

Liquidation Preference. (i) In the event of any liquidationSubject to Section 4.5(a) and, dissolution or winding up of the Companyif applicable, whether voluntary or involuntaryArticle VIII, each holder of the Series A Preferred Shares shall if a Liquidation Event occurs, then GS will be entitled either to receive, prior and in preference to any distribution of any of the assets or funds of (1) if the Company to the holders of any other class of shares of the Company ranked junior to the Series A Preferred Shares (including the Ordinary Shares) by reason of directly receives proceeds in connection with such holder’s ownership thereofLiquidation Event, receive the greater of: of (A) a liquidation preference in an amount equal to the sum Unrecovered Investment Balance as of the date of such Liquidation Event (x) the Series A Preferred Shares Purchase Price (as adjusted for any share dividends, combinations, splits, recapitalizations or the like on, of or affecting the Series A Preferred Shares), for each Series A Preferred Share then held by such holder and (y) any and all declared but unpaid dividends on each such Series A Preferred Shares and (B) such amount per Series A Preferred Share as would have been payable had all Series A Preferred Shares been converted into Ordinary Shares immediately prior to such liquidation, dissolution or winding up (such amount payable, the “Liquidation Preference”) and (B) GS’s pro rata share (based on number of Units then held by GS as compared to the aggregate number of Units then outstanding on a fully diluted membership interest basis) of the Distributable Value from such Liquidation Event, or (2) if the Company does not directly receive proceeds in connection with such Liquidation Event, exercise the Tag-Along Right provided in Section 9.3 without first complying with Section 9.2. If GS exercises the Tag-Along Right pursuant to (2) above and the proceeds received by GS in respect of the Class B Units Transferred by GS in the Tag-Along Sale are equal to or greater than the Unrecovered Investment Balance on the date of such Tag-Along Sale, such proceeds shall constitute the sole consideration due GS in connection with such Liquidation Event and GS shall not be entitled to any additional Distribution or other payment in connection with such Liquidation Event. If GS exercises the Tag-Along Right pursuant to (2) above and the proceeds received by GS in respect of the Class B Units Transferred by GS in the Tag-Along Sale are less than the Unrecovered Investment Balance (or, if less than all of the Class B Units held by GS are Transferred in the Tag-Along Sale, less than the portion of the Unrecovered Investment Balance attributable to the Class B Units Transferred by GS in the Tag-Along Sale) as of the date of such Tag-Along Sale, the Company shall Distribute to GS the difference between the Unrecovered Investment Balance (or portion thereof attributable to the Class B Units Transferred by GS in the Tag-Along Sale) as of the date of the Tag-Along Sale and the proceeds received by GS in respect of the Class B Units Transferred by GS in the Tag-Along Sale (such difference, the “Make-Whole Payment”). IfFor the avoidance of doubt, if GS exercises the Tag-Along Right pursuant to (2) above, the sole right of GS with respect to the Class B Units Transferred by GS is to receive the proceeds therefor in the Tag-Along Sale and, if applicable, the Make-Whole Payment. All proceeds received by GS in a Tag-Along Sale pursuant to (2) above, and any Make-Whole Payment shall be treated as a Distribution to GS for all purposes of this Agreement (including reducing the Unrecovered Investment Balance), and GS shall in no case be entitled to receive a Liquidation Preference that would be duplicative of such proceeds or Make-Whole Payment. In the event, and to the extent, that the total Liquidation Preference or proceeds from a Tag-Along Sale pursuant to (2) above and Make-Whole Payment payable to GS would exceed its Capital Account balance (after taking into account all items of income which may be allocated to GS under Section 8.2 (“Excess Liquidation Preference”), (i) such Excess Liquidation Preference shall be treated as the payment by the Company to such Member of a guaranteed payment for the use of capital pursuant to Section 707(c) of the Code, (ii) to the extent so treated, the Liquidation Preference shall not be treated as a Distribution pursuant to this Agreement, (iii) to the maximum extent possible consistent with the provisions of this Article IV and applicable law, any Company deduction in respect of such guaranteed payment shall be allocated to the Members other than GS, and (iv) upon final liquidation of the Company, and prior to the distribution of liquidation proceeds pursuant to Section 8.2(b)(iv), the Company shall pay to GS an amount equal to the excess, if any, of such Excess Liquidation Preference over the portions thereof which have either given rise to income allocations under this Article IV or have been treated as a guaranteed payment pursuant to clause (ii) above, which payment shall have the effects described in clauses (i) through (iii) above. (ii) If GS receives the Liquidation Preference or the proceeds from a Tag-Along Sale (along with any applicable Make-Whole Payment) upon the occurrence of a Liquidation Event in accordance with Section 4.5(c)(i), then, after payment in full of the Liquidation Preference to GS, or the receipt by GS of the proceeds from the Tag-Along Sale and any applicable Make-Whole Payment, GS will not be entitled to receive any additional proceeds or Distributions with respect to such eventLiquidation Event. Subject to Section 4.5(a), following payment in full of the Liquidation Preference or the proceeds from a Tag-Along Sale (and any applicable Make-Whole Payment) to GS pursuant to Section 4.5(c)(i), the assets and funds thus distributed among the holders of the Series A Preferred Shares shall be insufficient to permit the payment to remaining Distributable Value from such holders of the full Liquidation PreferenceEvent, then the entire assets and funds of the Company legally available for distribution if any, shall be distributed pro rata among the holders other Members (not including GS) based on the number of the Series A Preferred Shares in proportion Units then held by each such other Member as compared to the Liquidation Preference each aggregate number of Units then held by all such holder is otherwise entitled to receive. If any holder of Series A Preferred Shares shall be deemed to have converted Series A Preferred Shares into Ordinary Shares pursuant to this paragraph, then such holder shall other Members (not be entitled to receive any distribution that would otherwise be made to holders of Series A Preferred Shares that have not converted (or have not been deemed to have convertedincluding GS) into Ordinary Shares. (ii) After the payment of the Liquidation Preference to the holders of the Series A Preferred Shares, the remaining assets shall be distributed ratably to the holders of the Ordinary Shareson a fully diluted membership interest basis. (iii) Unless the holders of a majority of the Series A Preferred Shares then outstanding shall elect or determine otherwise by written consent, a consolidation or merger of the Company with or into any other Person in which the holders of the Shares as of immediately prior to such merger or consolidation do If GS does not continue to hold at least a fifty percent (50%) interest in the surviving entity or a Trade Sale shall be deemed to be a liquidation for purposes of payment of receive the Liquidation Preference or the proceeds from a Tag-Along Sale (and shall entitle any applicable Make-Whole Payment) upon the holders occurrence of a Liquidation Event in accordance with Section 4.5(c)(i), subject to Section 4.5(a), each Member (including GS) will be entitled to receive its pro rata share (based on the number of Units then held by such Member as compared to the aggregate number of Units then held by all Members (including GS) on a fully diluted membership interest basis) of the Series A Preferred Shares Distributable Value from such Liquidation Event. For avoidance of doubt, no Liquidation Preference will be paid at any time after the date on which the Unrecovered Investment Balance has been reduced to receive in cash, securities or other property zero (with any non-cash amounts being valued as provided in Article 7(c)(iv)) in the amounts specified in Article 7(c)(i) and (ii0). (iv) Subject to the following provisions of this Article 7(c)(iv), the value of any assets, securities or other property (other than cash) to be received by the Members pursuant to Articles 7(c)(i), 7(c)(ii) and/or 7(c)(iii), shall be equal to the fair market value thereof, as determined in good faith by the Board, if any (taking into account, if applicable, any restrictions on the free marketability of such assets, securities or other property, arising under applicable securities laws or otherwise, other than restrictions arising solely by virtue of a Member’s status as an Affiliate of the Company or the entity surviving or resulting from a change of control of the Company), except that any securities to be distributed to Members of the Company in any liquidation, dissolution or winding up of the Company, whether voluntary or involuntary, or a change of control of the Company, shall be valued as follows. (A) The method of valuation of securities not subject to investment letter or other similar restrictions on free marketability shall be as follows: (I) if the securities are then traded on a Recognised Stock Exchange (or a similar national quotation system), then the value shall be deemed to be the average of the closing prices of the securities on such exchange or system over the 30-day period ending three (3) days prior to the distribution; (II) if the securities are then actively traded over-the-counter, then the value shall be deemed to be the average of the closing bid or sale prices (whichever is applicable) over the 30-day period ending three (3) days prior to the distribution; and (III) if there is no active public market for the securities, then the value shall be the fair market value thereof, as determined in good faith by the Board. (B) The method of valuation of securities subject to investment letter or other restrictions on free marketability shall be to make an appropriate discount from the market value determined as above in subparagraphs (A)(I), (A)(II), or (A)(III) of this Article 7(c)(iv) to reflect the approximate fair market value thereof, as determined in good faith by the Board.

Liquidation Preference. (iA) In the event of any liquidation, dissolution or winding up of the CompanyPartnership, whether voluntary or involuntary, before any payment or distribution of the assets of the Partnership shall be made to or set apart for the holders of any Junior Units, each holder of the Series A AM Preferred Shares Units shall be entitled to receivereceive $9.26 (the “Series AM Liquidation Preference”) per Series AM Preferred Unit, prior plus an amount equal to all distributions (whether or not earned or declared) accumulated, accrued and in preference unpaid thereon to any the date of final distribution of any of the assets or funds of the Company to such holder. Until the holders of any other class of shares of the Company ranked junior to Series AM Preferred Units have been paid the Series A Preferred Shares (including the Ordinary Shares) by reason of such holder’s ownership thereof, the greater of: (A) the sum of (x) the Series A Preferred Shares Purchase Price (as adjusted for any share dividends, combinations, splits, recapitalizations or the like on, of or affecting the Series A Preferred Shares), for each Series A Preferred Share then held by such holder and (y) any and all declared but unpaid dividends on each such Series A Preferred Shares and (B) such amount per Series A Preferred Share as would have been payable had all Series A Preferred Shares been converted into Ordinary Shares immediately prior to such liquidation, dissolution or winding up (such amount payable, the “Liquidation Preference”). If, upon the occurrence of such event, the assets and funds thus distributed among the holders of the Series A Preferred Shares shall be insufficient to permit the payment to such holders of the full Liquidation Preference, then the entire assets and funds of the Company legally available for distribution shall be distributed pro rata among the holders of the Series A Preferred Shares in proportion to the AM Liquidation Preference each such holder is otherwise entitled in full, no payment will be made to receive. If any holder of Series A Preferred Shares shall be deemed to have converted Series A Preferred Shares into Ordinary Shares pursuant to this paragraph, then such holder shall not be entitled to receive any distribution that would otherwise be made to holders of Series A Preferred Shares that have not converted (or have not been deemed to have converted) into Ordinary Shares. (ii) After Junior Units upon the payment of the Liquidation Preference to the holders of the Series A Preferred Shares, the remaining assets shall be distributed ratably to the holders of the Ordinary Shares. (iii) Unless the holders of a majority of the Series A Preferred Shares then outstanding shall elect or determine otherwise by written consent, a consolidation or merger of the Company with or into any other Person in which the holders of the Shares as of immediately prior to such merger or consolidation do not continue to hold at least a fifty percent (50%) interest in the surviving entity or a Trade Sale shall be deemed to be a liquidation for purposes of payment of the Liquidation Preference and shall entitle the holders of the Series A Preferred Shares to receive in cash, securities or other property (with any non-cash amounts being valued as provided in Article 7(c)(iv)) in the amounts specified in Article 7(c)(i) and (ii). (iv) Subject to the following provisions of this Article 7(c)(iv), the value of any assets, securities or other property (other than cash) to be received by the Members pursuant to Articles 7(c)(i), 7(c)(ii) and/or 7(c)(iii), shall be equal to the fair market value thereof, as determined in good faith by the Board, if any (taking into account, if applicable, any restrictions on the free marketability of such assets, securities or other property, arising under applicable securities laws or otherwise, other than restrictions arising solely by virtue of a Member’s status as an Affiliate of the Company or the entity surviving or resulting from a change of control of the Company), except that any securities to be distributed to Members of the Company in any liquidation, dissolution or winding up of the CompanyPartnership. If, whether upon any such liquidation, dissolution or winding up of the Partnership, the assets of the Partnership, or the proceeds thereof, distributable to the holders of Series AM Preferred Units shall be insufficient to pay in full the preferential amount aforesaid and liquidating payments on any other Class or Series of Parity Units, then such assets, or the proceeds thereof, shall be distributed among the holders of the Series AM Preferred Units and the holders of Parity Units ratably in accordance with the respective amounts that would be payable on such Series AM Preferred Units and such Parity Units if all amounts payable thereon were paid in full. For purposes of this Section 3, a Transaction (as defined below) shall not be deemed to be a liquidation, dissolution or winding up, voluntary or involuntary, or a change of control of the Company, shall be valued as follows. (A) The method of valuation of securities not subject to investment letter or other similar restrictions on free marketability shall be as follows: (I) if the securities are then traded on a Recognised Stock Exchange (or a similar national quotation system), then the value shall be deemed to be the average of the closing prices of the securities on such exchange or system over the 30-day period ending three (3) days prior to the distribution; (II) if the securities are then actively traded over-the-counter, then the value shall be deemed to be the average of the closing bid or sale prices (whichever is applicable) over the 30-day period ending three (3) days prior to the distribution; and (III) if there is no active public market for the securities, then the value shall be the fair market value thereof, as determined in good faith by the BoardPartnership. (B) The method Subject to the rights of valuation the holders of securities Parity Units upon any liquidation, dissolution or winding up, voluntary or involuntary, of the Partnership, after payment shall have been made in full to the holders of the Series AM Preferred Units, as provided in this Section 3, any other Class or Series of Junior Units shall, subject to investment letter or other restrictions on free marketability shall any respective terms and provisions applying thereto, be entitled to make an appropriate discount from the market value determined as above in subparagraphs (A)(I), (A)(II)receive any and all assets, or (A)(III) of this Article 7(c)(iv) to reflect the approximate fair market value proceeds thereof, as determined in good faith by remaining to be paid or distributed, and the Boardholders of the Series AM Preferred Units shall not be entitled to share therein.

Liquidation Preference. (i) In the event of any liquidation, dissolution or winding up of the Company, whether either voluntary or involuntary, each holder distributions to the shareholders of the Company shall be made in the following manner (after satisfaction of all creditors’ claims and claims that are preferred under the terms hereof or that may be preferred by law): (a) Holders of Series A Preferred Convertible Preference Shares shall be entitled to receive, on a pari passu basis with each other and with any Parity Shares, prior and in preference to any distribution of any of the assets or surplus funds of the Company to the holders of Ordinary Shares and the holders of any other class of shares Junior Shares of the Company ranked junior to the Series A Preferred Shares (including the Ordinary Shares) Company, by reason of their ownership of such holder’s ownership thereofshares, an amount equal to 100% of the greater of: (A) the sum of (x) the Liquidation Preference per Series A Preferred Shares Purchase Price (Convertible Preference Share as adjusted for of the liquidation date, plus an amount equal to any share dividends, combinations, splits, recapitalizations or the like on, of or affecting the Series A Preferred Shares), for each Series A Preferred Share then held by such holder and (y) any and all declared accrued but unpaid dividends on each such Series A Preferred Shares and thereon to, but not including, the liquidation date (B) such amount per Series A Preferred Share as would have been payable had all Series A Preferred Shares been converted into Ordinary Shares immediately prior to such the “Preference Amount”). If upon the occurrence of any liquidation, dissolution or winding up (such amount payableof the Company, the “Liquidation Preference”). If, upon the occurrence of such eventeither voluntary or involuntary, the assets and funds thus available to be distributed among the Holders of Series A Convertible Preference Shares and holders of the Series A Preferred any Parity Shares shall be insufficient to permit the payment to such holders the Holders of Series A Convertible Preference Shares of the full Liquidation PreferencePreference Amount due to them and holders of Parity Shares of the full amounts due on such Parity Shares, then the entire assets and funds of the Company legally available for distribution to them shall be distributed pro rata among the holders Holders of the Series A Preferred Shares Convertible Preference Shares, on a pari passu basis with each other and with any Parity Shares, in proportion to the Liquidation amount due on the Series A Convertible Preference each such holder is otherwise entitled to receive. If any holder Shares held by the Holders of Series A Preferred Convertible Preference Shares shall be deemed to have converted Series A Preferred Shares into Ordinary Shares pursuant to this paragraph, then and the applicable amounts due on such holder shall not be entitled to receive any distribution that would otherwise be made to holders of Series A Preferred Shares that have not converted (or have not been deemed to have converted) into Ordinary Parity Shares. (iib) After In the payment of the Liquidation Preference to the holders of the Series A Preferred Shares, the remaining assets shall be distributed ratably to the holders of the Ordinary Shares. (iii) Unless the holders of a majority of the Series A Preferred Shares then outstanding shall elect or determine otherwise by written consent, a consolidation or merger of event that the Company with or into any other Person in which the holders of the Shares as of immediately prior proposes to such merger or consolidation do not continue to hold at least a fifty percent (50%) interest in the surviving entity or a Trade Sale shall be deemed to be a liquidation for purposes of payment of the Liquidation Preference and shall entitle the holders of the Series A Preferred Shares to receive in cash, securities or other property (with any non-cash amounts being valued as provided in Article 7(c)(iv)) in the amounts specified in Article 7(c)(i) and (ii). (iv) Subject to the following provisions of this Article 7(c)(iv), the value of any assets, securities or other property (distribute assets other than cash) to be received by the Members pursuant to Articles 7(c)(i), 7(c)(ii) and/or 7(c)(iii), shall be equal to the fair market value thereof, as determined cash in good faith by the Board, if any (taking into account, if applicable, any restrictions on the free marketability of such assets, securities or other property, arising under applicable securities laws or otherwise, other than restrictions arising solely by virtue of a Member’s status as an Affiliate of the Company or the entity surviving or resulting from a change of control of the Company), except that any securities to be distributed to Members of the Company in connection with any liquidation, dissolution or winding up of the Company, whether voluntary or involuntary, or a change of control the fair market value of the Company, assets to be distributed to the Holders of Series A Convertible Preference Shares shall be valued as followsdetermined in good faith by the liquidator. (Ai) The method of valuation of Any securities not subject to an investment letter or other similar restrictions on free marketability shall be valued as follows: (I1) if the securities are then If traded on a Recognised Stock Exchange (or a similar national quotation system)securities exchange, then the fair market value shall be deemed to be the average of the security’s closing prices of the securities on such exchange or system over the 30-day 20 consecutive Trading Day period ending three (3) days one day prior to the distribution; (II2) if the securities are then If actively traded over-the-counter, then the fair market value shall be deemed to be the average of the closing bid or sale prices (whichever is applicable) over the 30-day 20 consecutive Trading Day period ending three (3) days prior to the distribution; and (III3) if If there is no active public market, the fair market for the securities, then the value shall be the fair market value thereof, thereof as determined in good faith by the Boardliquidator. (Bii) The method of valuation of securities subject to investment letter or other restrictions on free marketability shall be adjusted to make an appropriate discount from the fair market value determined as above in subparagraphs (A)(I), (A)(II), or (A)(III) of this Article 7(c)(ivunder Section 14(b)(i) to reflect the approximate fair market value thereof, thereof as determined in good faith by the Boardliquidator. (iii) The Holders of Series A Convertible Preference Shares shall have the right to challenge any determination by the liquidator or the Board of Directors, as the case may be, of fair market value arrived at, in which case the determination of fair market value shall be made by an independent appraiser selected jointly by the liquidator or the Board of Directors, as the case may be, and the cost of such appraisal shall be borne by the Company, provided, that if the determination by the independent appraiser is no less favorable than the determination by the liquidator or the Board of Directors, the cost of such appraisal shall be borne by the challenging party. (c) Holders of the Series A Convertible Preference Shares shall not be entitled to any other amounts from the Company after they have received their full Preference Amount.

Liquidation Preference. (i1) In the event of any liquidation, dissolution or winding up of the CompanyPartnership, whether voluntary or involuntary, each holder before any payment or distribution of the Series A Partnership (whether capital or surplus) shall be made to or set apart for the holders of Junior Partnership Units, the holders of Class C Partnership Preferred Shares Units shall be entitled to receivereceive Twenty Five Dollars ($25) per Class C Partnership Preferred Unit (the "Liquidation Preference"), prior plus an amount equal to all dividends (whether or not earned) accumulated, accrued and in preference unpaid on each share of Class C Preferred Stock to the date of final distribution to such holders; but such holders shall not be entitled to any distribution of any of the assets or funds of the Company to further payment. Until the holders of any other class of shares of the Company ranked junior Class C Partnership Preferred Units have been paid the Liquidation Preference in full, plus an amount equal to all dividends (whether or not earned) accumulated, accrued and unpaid on the Class C Preferred Stock to the Series A Preferred Shares (including the Ordinary Shares) by reason date of such holder’s ownership thereof, the greater of: (A) the sum of (x) the Series A Preferred Shares Purchase Price (as adjusted for any share dividends, combinations, splits, recapitalizations or the like on, of or affecting the Series A Preferred Shares), for each Series A Preferred Share then held by such holder and (y) any and all declared but unpaid dividends on each such Series A Preferred Shares and (B) such amount per Series A Preferred Share as would have been payable had all Series A Preferred Shares been converted into Ordinary Shares immediately prior final distribution to such holders, no payment will be made to any holder of Junior Partnership Units upon the liquidation, dissolution or winding up (such amount payable, of the “Liquidation Preference”)Partnership. If, upon the occurrence of such event, the assets and funds thus distributed among the holders of the Series A Preferred Shares shall be insufficient to permit the payment to such holders of the full Liquidation Preference, then the entire assets and funds of the Company legally available for distribution shall be distributed pro rata among the holders of the Series A Preferred Shares in proportion to the Liquidation Preference each such holder is otherwise entitled to receive. If any holder of Series A Preferred Shares shall be deemed to have converted Series A Preferred Shares into Ordinary Shares pursuant to this paragraph, then such holder shall not be entitled to receive any distribution that would otherwise be made to holders of Series A Preferred Shares that have not converted (or have not been deemed to have converted) into Ordinary Shares. (ii) After the payment of the Liquidation Preference to the holders of the Series A Preferred Shares, the remaining assets shall be distributed ratably to the holders of the Ordinary Shares. (iii) Unless the holders of a majority of the Series A Preferred Shares then outstanding shall elect or determine otherwise by written consent, a consolidation or merger of the Company with or into any other Person in which the holders of the Shares as of immediately prior to such merger or consolidation do not continue to hold at least a fifty percent (50%) interest in the surviving entity or a Trade Sale shall be deemed to be a liquidation for purposes of payment of the Liquidation Preference and shall entitle the holders of the Series A Preferred Shares to receive in cash, securities or other property (with any non-cash amounts being valued as provided in Article 7(c)(iv)) in the amounts specified in Article 7(c)(i) and (ii). (iv) Subject to the following provisions of this Article 7(c)(iv), the value of any assets, securities or other property (other than cash) to be received by the Members pursuant to Articles 7(c)(i), 7(c)(ii) and/or 7(c)(iii), shall be equal to the fair market value thereof, as determined in good faith by the Board, if any (taking into account, if applicable, any restrictions on the free marketability of such assets, securities or other property, arising under applicable securities laws or otherwise, other than restrictions arising solely by virtue of a Member’s status as an Affiliate of the Company or the entity surviving or resulting from a change of control of the Company), except that any securities to be distributed to Members of the Company in any liquidation, dissolution or winding up of the CompanyPartnership, whether the assets of the Partnership, or proceeds thereof, distributable among the holders of Class C Partnership Preferred Units shall be insufficient to pay in full the preferential amount aforesaid and liquidating payments on any Parity Partnership Units, then such assets, or the proceeds thereof, shall be distributed among the holders of Class C Partnership Preferred Units and any such Parity Partnership Units ratably in the same proportion as the respective amounts that would be payable on such Class C Partnership Preferred Units and any such other Parity Partnership Units if all amounts payable thereon were paid in full. For the purposes of this Section 4, (i) a consolidation or merger of the Partnership with one or more partnerships, or (ii) a sale or transfer of all or substantially all of the Partnership's assets shall not be deemed to be a liquidation, dissolution or winding up, voluntary or involuntary, or a change of control of the Company, shall be valued as followsPartnership. (A2) The method Upon any liquidation, dissolution or winding up of valuation the Partnership, after payment shall have been made in full to the holders of securities not Class C Partnership Preferred Units and any Parity Partnership Units, as provided in this Section 4, any other series or class or classes of Junior Partnership Units shall, subject to investment letter or other similar restrictions on free marketability shall the respective terms thereof, be as follows: (I) if the securities are then traded on a Recognised Stock Exchange (or a similar national quotation system), then the value shall be deemed entitled to receive any and all assets remaining to be paid or distributed, and the average holders of the closing prices of the securities on such exchange or system over the 30-day period ending three (3) days prior Class C Partnership Preferred Units and any Parity Partnership Units shall not be entitled to the distribution; (II) if the securities are then actively traded over-the-counter, then the value shall be deemed to be the average of the closing bid or sale prices (whichever is applicable) over the 30-day period ending three (3) days prior to the distribution; and (III) if there is no active public market for the securities, then the value shall be the fair market value thereof, as determined in good faith by the Boardshare therein. (B) The method of valuation of securities subject to investment letter or other restrictions on free marketability shall be to make an appropriate discount from the market value determined as above in subparagraphs (A)(I), (A)(II), or (A)(III) of this Article 7(c)(iv) to reflect the approximate fair market value thereof, as determined in good faith by the Board.

Liquidation Preference. (i) 4.1 In the event of any liquidation, dissolution or winding up of the CompanyPartnership, whether voluntary or involuntary, each holder before any payment or distribution of the Partnership (whether capital, surplus or otherwise) shall be made to or set apart for the holders of Series A 2016 Junior Partnership Units, the holders of Series 2016 Preferred Shares Units shall be entitled to receivereceive $10.00 per Series 2016 Preferred Unit (the “Series 2016 Liquidation Preference”), prior plus an amount per Series 2016 Preferred Unit equal to all distributions (whether or not declared or earned) accrued and in preference unpaid on the Series 2016 Preferred Unit; but such holders shall not be entitled to any distribution of any of the assets or funds of the Company to further payment. Until the holders of any other class of shares of the Company ranked junior Series 2016 Preferred Units have been paid the Series 2016 Liquidation Preference in full, plus an amount equal to all distributions (whether or not declared or earned) accrued and unpaid on the Series 2016 Preferred Unit to the Series A Preferred Shares (including the Ordinary Shares) by reason date of such holder’s ownership thereof, the greater of: (A) the sum of (x) the Series A Preferred Shares Purchase Price (as adjusted for any share dividends, combinations, splits, recapitalizations or the like on, of or affecting the Series A Preferred Shares), for each Series A Preferred Share then held by such holder and (y) any and all declared but unpaid dividends on each such Series A Preferred Shares and (B) such amount per Series A Preferred Share as would have been payable had all Series A Preferred Shares been converted into Ordinary Shares immediately prior final distribution to such holders, no payment shall be made to any holder of Series 2016 Junior Partnership Units upon the liquidation, dissolution or winding up (such amount payable, of the “Liquidation Preference”)Partnership. If, upon the occurrence of such event, the assets and funds thus distributed among the holders of the Series A Preferred Shares shall be insufficient to permit the payment to such holders of the full Liquidation Preference, then the entire assets and funds of the Company legally available for distribution shall be distributed pro rata among the holders of the Series A Preferred Shares in proportion to the Liquidation Preference each such holder is otherwise entitled to receive. If any holder of Series A Preferred Shares shall be deemed to have converted Series A Preferred Shares into Ordinary Shares pursuant to this paragraph, then such holder shall not be entitled to receive any distribution that would otherwise be made to holders of Series A Preferred Shares that have not converted (or have not been deemed to have converted) into Ordinary Shares. (ii) After the payment of the Liquidation Preference to the holders of the Series A Preferred Shares, the remaining assets shall be distributed ratably to the holders of the Ordinary Shares. (iii) Unless the holders of a majority of the Series A Preferred Shares then outstanding shall elect or determine otherwise by written consent, a consolidation or merger of the Company with or into any other Person in which the holders of the Shares as of immediately prior to such merger or consolidation do not continue to hold at least a fifty percent (50%) interest in the surviving entity or a Trade Sale shall be deemed to be a liquidation for purposes of payment of the Liquidation Preference and shall entitle the holders of the Series A Preferred Shares to receive in cash, securities or other property (with any non-cash amounts being valued as provided in Article 7(c)(iv)) in the amounts specified in Article 7(c)(i) and (ii). (iv) Subject to the following provisions of this Article 7(c)(iv), the value of any assets, securities or other property (other than cash) to be received by the Members pursuant to Articles 7(c)(i), 7(c)(ii) and/or 7(c)(iii), shall be equal to the fair market value thereof, as determined in good faith by the Board, if any (taking into account, if applicable, any restrictions on the free marketability of such assets, securities or other property, arising under applicable securities laws or otherwise, other than restrictions arising solely by virtue of a Member’s status as an Affiliate of the Company or the entity surviving or resulting from a change of control of the Company), except that any securities to be distributed to Members of the Company in any liquidation, dissolution or winding up of the CompanyPartnership, whether voluntary or involuntarythe assets of the Partnership, or a change proceeds thereof, distributable among the holders of control of Series 2016 Preferred Units shall be insufficient to pay in full the Companypreferential amount aforesaid and liquidating payments on any Series 2016 Parity Partnership Units, then such assets, or the proceeds thereof, shall be valued distributed among the holders of Series 2016 Preferred Units and any such Series 2016 Parity Partnership Units ratably in the same proportion as followsthe respective amounts that would be payable on such Series 2016 Preferred Units and any such other Series 2016 Parity Partnership Units if all amounts payable thereon were paid in full. (A) The method 4.2 Upon any liquidation, dissolution or winding up of valuation the Partnership, after payment shall have been made in full to the holders of securities not Series 2016 Preferred Units and any Series 2016 Parity Partnership Units, as provided in this Section 4, any other series or class or classes of Series 2016 Junior Partnership Units shall, subject to investment letter or other similar restrictions on free marketability shall the respective terms thereof, be as follows: (I) if the securities are then traded on a Recognised Stock Exchange (or a similar national quotation system), then the value shall be deemed entitled to receive any and all assets remaining to be paid or distributed, and the average holders of the closing prices of the securities on such exchange or system over the 30-day period ending three (3) days prior Series 2016 Preferred Units and any Series 2016 Parity Partnership Units shall not be entitled to the distribution; (II) if the securities are then actively traded over-the-counter, then the value shall be deemed to be the average of the closing bid or sale prices (whichever is applicable) over the 30-day period ending three (3) days prior to the distribution; and (III) if there is no active public market for the securities, then the value shall be the fair market value thereof, as determined in good faith by the Boardshare therein. (B) The method of valuation of securities subject to investment letter or other restrictions on free marketability shall be to make an appropriate discount from the market value determined as above in subparagraphs (A)(I), (A)(II), or (A)(III) of this Article 7(c)(iv) to reflect the approximate fair market value thereof, as determined in good faith by the Board.

Liquidation Preference. (i1) In the event of any liquidation, dissolution or winding up of the CompanyPartnership, whether voluntary or involuntary, each holder before any payment or distribution of the Series A Partnership (whether capital or surplus) shall be made to or set apart for the holders of Junior Partnership Units, the holders of Class B Partnership Preferred Shares Units shall be entitled to receivereceive One Hundred Dollars ($100) per Class B Partnership Preferred Unit (the "Liquidation Preference"), prior plus an amount equal to all dividends (whether or not earned) accumulated, accrued and in preference unpaid on each share of Class B Preferred Stock to the date of final distribution to such holders; but such holders shall not be entitled to any distribution of any of the assets or funds of the Company to further payment. Until the holders of any other class of shares of the Company ranked junior Class B Partnership Preferred Units have been paid the Liquidation Preference in full, plus an amount equal to all dividends (whether or not earned) accumulated, accrued and unpaid on the Class B Preferred Stock to the Series A Preferred Shares (including the Ordinary Shares) by reason date of such holder’s ownership thereof, the greater of: (A) the sum of (x) the Series A Preferred Shares Purchase Price (as adjusted for any share dividends, combinations, splits, recapitalizations or the like on, of or affecting the Series A Preferred Shares), for each Series A Preferred Share then held by such holder and (y) any and all declared but unpaid dividends on each such Series A Preferred Shares and (B) such amount per Series A Preferred Share as would have been payable had all Series A Preferred Shares been converted into Ordinary Shares immediately prior final distribution to such holders, no payment will be made to any holder of Junior Partnership Units upon the liquidation, dissolution or winding up (such amount payable, of the “Liquidation Preference”)Partnership. If, upon the occurrence of such event, the assets and funds thus distributed among the holders of the Series A Preferred Shares shall be insufficient to permit the payment to such holders of the full Liquidation Preference, then the entire assets and funds of the Company legally available for distribution shall be distributed pro rata among the holders of the Series A Preferred Shares in proportion to the Liquidation Preference each such holder is otherwise entitled to receive. If any holder of Series A Preferred Shares shall be deemed to have converted Series A Preferred Shares into Ordinary Shares pursuant to this paragraph, then such holder shall not be entitled to receive any distribution that would otherwise be made to holders of Series A Preferred Shares that have not converted (or have not been deemed to have converted) into Ordinary Shares. (ii) After the payment of the Liquidation Preference to the holders of the Series A Preferred Shares, the remaining assets shall be distributed ratably to the holders of the Ordinary Shares. (iii) Unless the holders of a majority of the Series A Preferred Shares then outstanding shall elect or determine otherwise by written consent, a consolidation or merger of the Company with or into any other Person in which the holders of the Shares as of immediately prior to such merger or consolidation do not continue to hold at least a fifty percent (50%) interest in the surviving entity or a Trade Sale shall be deemed to be a liquidation for purposes of payment of the Liquidation Preference and shall entitle the holders of the Series A Preferred Shares to receive in cash, securities or other property (with any non-cash amounts being valued as provided in Article 7(c)(iv)) in the amounts specified in Article 7(c)(i) and (ii). (iv) Subject to the following provisions of this Article 7(c)(iv), the value of any assets, securities or other property (other than cash) to be received by the Members pursuant to Articles 7(c)(i), 7(c)(ii) and/or 7(c)(iii), shall be equal to the fair market value thereof, as determined in good faith by the Board, if any (taking into account, if applicable, any restrictions on the free marketability of such assets, securities or other property, arising under applicable securities laws or otherwise, other than restrictions arising solely by virtue of a Member’s status as an Affiliate of the Company or the entity surviving or resulting from a change of control of the Company), except that any securities to be distributed to Members of the Company in any liquidation, dissolution or winding up of the CompanyPartnership, whether the assets of the Partnership, or proceeds thereof, distributable among the holders of Class B Partnership Preferred Units shall be insufficient to pay in full the preferential amount aforesaid and liquidating payments on any Parity Partnership Units, then such assets, or the proceeds thereof, shall be distributed among the holders of Class B Partnership Preferred Units and any such Parity Partnership Units ratably in the same proportion as the respective amounts that would be payable on such Class B Partnership Preferred Units and any such other Parity Partnership Units if all amounts payable thereon were paid in full. For the purposes of this Section 4, (i) a consolidation or merger of the Partnership with one or more partnerships, or (ii) a sale or transfer of all or substantially all of the Partnership's assets shall not be deemed to be a liquidation, dissolution or winding up, voluntary or involuntary, or a change of control of the Company, shall be valued as followsPartnership. (A2) The method Upon any liquidation, dissolution or winding up of valuation the Partnership, after payment shall have been made in full to the holders of securities not Class B Partnership Preferred Units and any Parity Partnership Units, as provided in this Section 4, any other series or class or classes of Junior Partnership Units shall, subject to investment letter or other similar restrictions on free marketability shall the respective terms thereof, be as follows: (I) if the securities are then traded on a Recognised Stock Exchange (or a similar national quotation system), then the value shall be deemed entitled to receive any and all assets remaining to be paid or distributed, and the average holders of the closing prices of the securities on such exchange or system over the 30-day period ending three (3) days prior Class B Partnership Preferred Units and any Parity Partnership Units shall not be entitled to the distribution; (II) if the securities are then actively traded over-the-counter, then the value shall be deemed to be the average of the closing bid or sale prices (whichever is applicable) over the 30-day period ending three (3) days prior to the distribution; and (III) if there is no active public market for the securities, then the value shall be the fair market value thereof, as determined in good faith by the Boardshare therein. (B) The method of valuation of securities subject to investment letter or other restrictions on free marketability shall be to make an appropriate discount from the market value determined as above in subparagraphs (A)(I), (A)(II), or (A)(III) of this Article 7(c)(iv) to reflect the approximate fair market value thereof, as determined in good faith by the Board.

Liquidation Preference. (ia) In the event of Upon any liquidation, dissolution or winding up of the Company, whether voluntary or involuntary, each holder of the Series A Preferred Shares but before any distribution or payment shall be entitled to receive, prior and in preference to any distribution of any of the assets or funds of the Company made to the holders of any other class of shares of the Company ranked junior to the Series A Preferred Shares (including the Ordinary Shares) by reason of such holder’s ownership thereofCommon Stock, the greater of: (A) the sum of (x) the Series A Preferred Shares Purchase Price (as adjusted for any share dividends, combinations, splits, recapitalizations or the like on, of or affecting the Series A Preferred Shares), for each Series A Preferred Share then held by such holder and (y) any and all declared but unpaid dividends on each such Series A Preferred Shares and (B) such amount per Series A Preferred Share as would have been payable had all Series A Preferred Shares been converted into Ordinary Shares immediately prior to such liquidation, dissolution or winding up (such amount payable, the “Liquidation Preference”). If, upon the occurrence of such event, the assets and funds thus distributed among the holders of the Series A Preferred Shares shall be insufficient to permit the payment to such holders of the full Liquidation Preference, then the entire assets and funds of the Company legally available for distribution shall be distributed pro rata among the holders of the Series A Preferred Shares in proportion to the Liquidation Preference each such holder is otherwise entitled to receive. If any holder of Series A Preferred Shares shall be deemed to have converted Series A Preferred Shares into Ordinary Shares pursuant to this paragraph, then such holder shall not be entitled to receive any distribution that would otherwise be made to holders of Series A Preferred Shares that have not converted (or have not been deemed to have converted) into Ordinary Shares. (ii) After the payment of the Liquidation Preference equal preference to the holders of the Series A Preferred Sharesand the Series B Preferred, the holders of Series C Preferred Stock shall be entitled to be paid out of the remaining assets of the Company legally available for distribution with respect to each share of Series C Preferred Stock an amount equal to the sum of (i) $16.00 per share, as adjusted for any stock dividends, combinations or splits with respect to such shares (the "ORIGINAL SERIES C ISSUE PRICE") plus (ii) any declared but unpaid dividends thereon (such sum, the "SERIES C LIQUIDATION VALUE"). If upon any such liquidation, dissolution or winding up of the Company the remaining assets of the Company available for distribution to its stockholders shall be insufficient to pay the holders of shares of Series A Preferred, Series B Preferred and Series C Preferred Stock the full liquidation amount to which each is entitled under the Series A and B Designations and this Certificate, as the case may be, then the holders of shares of Series A Preferred, Series B Preferred and Series C Preferred Stock shall share ratably in any distribution of the remaining assets of the Company in proportion to the respective amounts which would otherwise be payable in respect of the shares of such Preferred Stock held by them upon such distribution if all amounts payable on or with respect to such shares were paid in full. (b) After payment in full of the liquidation amounts to which all outstanding shares of Series A Preferred, Series B Preferred and Series C Preferred Stock are entitled, then the remaining assets of the Company legally available for distribution, if any, shall be distributed ratably to the holders of the Ordinary SharesCommon Stock. (iiic) Unless The following events shall be considered a liquidation for purposes of Section 3(a) above and Section 6 (a) below unless the holders of at least a majority of the voting power of all then outstanding shares of Series A Preferred, Series B Preferred Shares then outstanding shall elect or determine otherwise by written consentand the Series C Preferred Stock, voting together as a single class, vote otherwise: (i) any merger, consolidation or merger other business combination of the Company with or into any other Person in which the holders stockholders of the Shares as of Company immediately prior to such merger transaction will, immediately after such transaction (by virtue of securities issued in the transaction or consolidation do not continue otherwise), beneficially own (as determined pursuant to hold at least a rule 13d-3 under the Securities Exchange Act of 1934, as amended (the "Exchange Act") capital stock representing less than fifty percent (50%) interest in of the voting power of the surviving entity entity's voting stock immediately after such transaction; or (ii) a sale of all or a Trade Sale shall be deemed to be a liquidation for purposes of payment substantially all of the Liquidation Preference and shall entitle the holders assets of the Series A Preferred Shares Company to receive in cashany other entity, where the Company's stockholders immediately prior to such sale will, immediately after such sale (by virtue of securities issued as consideration for the Company's sale or other property otherwise), beneficially own (with any non-cash amounts being valued as provided in Article 7(c)(iv)determined pursuant to Rule 13d-3 under the Exchange Act) in capital stock representing less than fifty percent (50%) of the amounts specified in Article 7(c)(i) and (ii)voting power of the acquiring entity's voting stock. (ivd) Subject to In either of the following provisions of this Article 7(c)(iv)events in Section 3(c) above, if the value of any assets, securities or other property (consideration received by the Company is other than cash) to , its value will be received by the Members pursuant to Articles 7(c)(i), 7(c)(ii) and/or 7(c)(iii), shall be equal to the deemed its fair market value thereof, as determined in good faith by the Board, if any (taking into account, if applicable, any restrictions on the free marketability of such assets, . Any securities or other property, arising under applicable securities laws or otherwise, other than restrictions arising solely by virtue of a Member’s status as an Affiliate of the Company or the entity surviving or resulting from a change of control of the Company), except that any securities to be distributed to Members of the Company in any liquidation, dissolution or winding up of the Company, whether voluntary or involuntary, or a change of control of the Company, shall be valued as follows.: (Ai) The method of valuation of securities Securities not subject to investment letter or other similar restrictions on free marketability shall be as followscovered by (ii) below: (IA) if the securities are then If traded on a Recognised Stock Exchange (securities exchange or a similar national quotation system)through the Nasdaq National Market, then the value shall be deemed to be the average of the closing prices of the securities on such exchange or quotation system over the thirty (30-) day period ending three (3) days prior to the distributionclosing; (IIB) if the securities are then If actively traded over-the-counter, then the value shall be deemed to be the average of the closing bid or sale prices (whichever is applicable) over the thirty (30-) day period ending three (3) days prior to the distributionclosing; and (IIIC) if If there is no active public market for the securitiesmarket, then the value shall be the fair market value thereof, as mutually determined in good faith by the BoardBoard and the holders of at least a majority of the voting power of all then outstanding shares of Series A Preferred, Series B Preferred and Series C Preferred Stock. (Bii) The method of valuation of securities subject to investment letter or other restrictions on free marketability (other than restrictions arising solely by virtue of a stockholder's status as an affiliate or former affiliate) shall be to make an appropriate discount from the market value determined as above in subparagraphs (A)(Ii) (A), (A)(II), B) or (A)(III) of this Article 7(c)(ivC) to reflect the approximate fair market value thereof, as mutually determined in good faith by the BoardBoard and the holders of at least a majority of the voting power of all then outstanding shares of Series A Preferred, Series B Preferred and Series C Preferred Stock.

Liquidation Preference. Immediately prior to or in connection with (i) In the event of any voluntary or involuntary bankruptcy, reorganization, insolvency, liquidation, dissolution or winding winding-up of the Company, whether voluntary or involuntary, each holder affairs of the Series A Preferred Shares shall be entitled Corporation or any other similar event or proceeding (each a “Liquidation Event”), (ii) a Deemed Liquidation Event pursuant to receive, prior and in preference to any distribution of any clause (v) of the assets definition thereof, or funds (iii) any other Deemed Liquidation Event other than pursuant to clause (v) of the Company to the holders of any other class of shares of the Company ranked junior to the Series A Preferred Shares (including the Ordinary Shares) by reason of such holder’s ownership thereof, the greater of: (A) the sum of (x) the Series A Preferred Shares Purchase Price (as adjusted definition thereof except for any share dividends, combinations, splits, recapitalizations or the like on, of or affecting the Series A Preferred Shares), for each Series A Preferred Share then held such Deemed Liquidation Event that was approved by such holder and (y) any and all declared but unpaid dividends on each such Series A Preferred Shares and (B) such amount per Series A Preferred Share as would have been payable had all Series A Preferred Shares been converted into Ordinary Shares immediately prior to such liquidation, dissolution or winding up (such amount payable, the “Liquidation Preference”). If, upon the occurrence of such event, the assets and funds thus distributed among the holders of the Series A Preferred Shares shall be insufficient to permit the payment to such holders of the full Liquidation PreferenceStock in accordance with Section 10 hereof, then the entire assets and funds of the Company legally available for distribution shall be distributed pro rata among the holders of the Series A Preferred Shares in proportion to the Liquidation Preference each such holder is otherwise Stock shall be entitled to receive. If any holder receive and to be paid out of the assets of the Corporation legally available for distribution to its stockholders, for each share of Series A Preferred Shares shall be deemed Stock, the Original Issue Price, plus an amount equal to have converted Series A Preferred Shares into Ordinary Shares pursuant any Accumulated Dividends, if any, and Accrued Dividends, if any, to this paragraphthe date of payment, then such holder shall not be entitled to receive before any payment or distribution that would otherwise be of assets is made to holders of Series A Preferred Shares the Junior Stock (such amounts, the “Liquidation Preference), subject to the election provided in section 6(C) hereof. Notwithstanding the foregoing sentence, it is understood and agreed that have not converted (if any Deemed Liquidation Event or have not been deemed to have converted) into Ordinary Shares. (ii) After Liquidation Event occurs without the payment of the Liquidation Preference to approval by the holders of the Series A Preferred SharesStock in accordance with Section 10 hereof or pursuant to clauses (iii), (iv) or (vi) (in the remaining assets shall be distributed ratably to the holders case of clause (vi), as a result of a change in law) of the Ordinary Shares. (iii) Unless the holders definition of a majority of the Series A Preferred Shares Deemed Liquidation Event, due to law or otherwise, then outstanding shall elect without limitation to their rights and remedies under these Articles Supplementary or determine otherwise by written consentotherwise, a consolidation or merger of the Company with or into any other Person in which the holders of the Shares as of immediately prior to such merger or consolidation do not continue to hold at least a fifty percent (50%) interest in the surviving entity or a Trade Sale shall be deemed to be a liquidation for purposes of payment of the Liquidation Preference and shall entitle the holders of the Series A Preferred Shares Stock will continue to receive in cashretain their Series A Preferred Stock, securities or other property (with any non-cash amounts being valued as provided in Article 7(c)(iv)) in which, for the amounts specified in Article 7(c)(i) and (ii). (iv) Subject to the following provisions avoidance of this Article 7(c)(iv), the value of any assets, securities or other property (other than cash) to be received by the Members pursuant to Articles 7(c)(i), 7(c)(ii) and/or 7(c)(iii)doubt, shall be equal to an obligation or the fair market value thereofCorporation and not any successor entity, as determined in good faith including by the Boardway of merger, if any (taking into account, if applicable, any restrictions on the free marketability unless such holders make a written election within 20 Business Days of receipt of notice of such assets, securities or other property, arising under applicable securities laws or otherwise, other than restrictions arising solely by virtue of a Member’s status as an Affiliate event from the Corporation to receive the Liquidation Preference. Upon the payment in full of the Company or Liquidation Preference, the entity surviving or resulting from a change of control holders of the Company), except that Series A Preferred Stock will have no right or claim to any securities to be distributed to Members remaining assets of the Company in any liquidation, dissolution or winding up of the Company, whether voluntary or involuntary, or a change of control of the Company, shall be valued as followsCorporation. (A) The method of valuation of securities not subject to investment letter or other similar restrictions on free marketability shall be as follows: (I) if the securities are then traded on a Recognised Stock Exchange (or a similar national quotation system), then the value shall be deemed to be the average of the closing prices of the securities on such exchange or system over the 30-day period ending three (3) days prior to the distribution; (II) if the securities are then actively traded over-the-counter, then the value shall be deemed to be the average of the closing bid or sale prices (whichever is applicable) over the 30-day period ending three (3) days prior to the distribution; and (III) if there is no active public market for the securities, then the value shall be the fair market value thereof, as determined in good faith by the Board. (B) The method of valuation of securities subject to investment letter or other restrictions on free marketability shall be to make an appropriate discount from the market value determined as above in subparagraphs (A)(I), (A)(II), or (A)(III) of this Article 7(c)(iv) to reflect the approximate fair market value thereof, as determined in good faith by the Board.

Liquidation Preference. (ia) In the event of any voluntary or involuntary liquidation, dissolution or winding winding-up of the CompanyPartnership, before any payment or distribution of the assets of the Partnership (whether voluntary capital or involuntarysurplus) shall be made to or set apart for the holders of Series K Preferred Units, each holder Series L Preferred Units, Common Units or any other partnership interests in the Partnership or Units ranking junior to the Series G Preferred Units as to the distribution of assets upon the liquidation, dissolution or winding-up of the Partnership, the holders of the Series A G Preferred Shares shall Units shall, with respect to each such Unit, be entitled to receive, prior and in preference to any distribution of any out of the assets or funds of the Company Partnership available for distribution to Partners after payment or provision for payment of all debts and other liabilities of the Partnership and subject to the rights of the holders of any other class series of shares of the Company ranked junior Preferred Units ranking senior to or on parity with the Series A G Preferred Shares (including the Ordinary Shares) by reason Units with respect to payment of such holder’s ownership thereof, the greater of: (A) the sum of (x) the Series A Preferred Shares Purchase Price (as adjusted for any share dividends, combinations, splits, recapitalizations or the like on, of or affecting the Series A Preferred Shares), for each Series A Preferred Share then held by such holder and (y) any and all declared but unpaid dividends on each such Series A Preferred Shares and (B) such amount per Series A Preferred Share as would have been payable had all Series A Preferred Shares been converted into Ordinary Shares immediately prior to such amounts upon liquidation, dissolution or winding winding-up of the Partnership, an amount equal to $25.00 (such or property having a fair market value as determined by the General Partner valued at $25.00 per Series G Preferred Unit), plus an amount payable, equal to all distributions (whether or not earned or declared) accrued and unpaid thereon to the “Liquidation Preference”date of final distribution (including all accumulated and unpaid distributions). . (b) If, upon any such voluntary or involuntary liquidation, dissolution or winding-up of the occurrence of such eventPartnership, the assets and funds thus distributed of the Partnership, or proceeds thereof, distributable among the holders of the Series A G Preferred Shares shall be Units are insufficient to permit pay in full the preferential amount aforesaid on the Series G Preferred Units and liquidating payments on any other Units or partnership interests in the Partnership of any class or series ranking, as to payment to such holders of distributions and amounts upon the liquidation, dissolution or winding-up of the full Liquidation PreferencePartnership, on a parity with the Series G Preferred Units, then such assets, or the entire assets and funds of the Company legally available for distribution proceeds thereof, shall be distributed pro rata among the holders of Series G Preferred Units and any such other Units or partnership interests in the Partnership ratably in accordance with the respective amounts that would be payable on such Series G Preferred Units and such other Units or partnership interests in the Partnership if all amounts payable thereon were paid in full. (c) Written notice of such liquidation, dissolution or winding-up of the Partnership, stating the payment date or dates when, and the place or places where, the amounts distributable in such circumstances shall be payable, shall be given by first class mail, postage pre-paid, not less than 30 nor more than 60 days prior to the payment date stated therein, to each record holder of the Series A G Preferred Shares Units at the respective addresses of such holders as the same shall appear on the transfer records of the Partnership. (d) After payment of the full amount of liquidating distributions to which they are entitled as provided in proportion to Section 6(a) of this Schedule E, the Liquidation Preference each such holder is otherwise entitled to receive. If any holder of Series A Preferred Shares shall be deemed to have converted Series A Preferred Shares into Ordinary Shares pursuant to this paragraph, then such holder shall not be entitled to receive any distribution that would otherwise be made to holders of Series A G Preferred Shares that Units shall have not converted (no right or have not been deemed claim to have converted) into Ordinary Sharesany of the remaining assets of the Partnership. (iie) After For the payment purposes of the Liquidation Preference to the holders this Section 6, none of the Series A Preferred Shares, the remaining assets shall be distributed ratably to the holders of the Ordinary Shares. (iiii) Unless the holders of a majority of the Series A Preferred Shares then outstanding shall elect or determine otherwise by written consent, a consolidation or merger of the Company Partnership with or into any other Person in which another entity, (ii) a merger of another entity with or into the holders Partnership or (iii) a sale, lease or conveyance of all or substantially all of the Shares as of immediately prior to such merger Partnership’s assets, properties or consolidation do not continue to hold at least a fifty percent (50%) interest in the surviving entity or a Trade Sale business shall be deemed to be a liquidation for purposes of payment of the Liquidation Preference and shall entitle the holders of the Series A Preferred Shares to receive in cash, securities or other property (with any non-cash amounts being valued as provided in Article 7(c)(iv)) in the amounts specified in Article 7(c)(i) and (ii). (iv) Subject to the following provisions of this Article 7(c)(iv), the value of any assets, securities or other property (other than cash) to be received by the Members pursuant to Articles 7(c)(i), 7(c)(ii) and/or 7(c)(iii), shall be equal to the fair market value thereof, as determined in good faith by the Board, if any (taking into account, if applicable, any restrictions on the free marketability of such assets, securities or other property, arising under applicable securities laws or otherwise, other than restrictions arising solely by virtue of a Member’s status as an Affiliate of the Company or the entity surviving or resulting from a change of control of the Company), except that any securities to be distributed to Members of the Company in any liquidation, dissolution or winding winding-up of the Company, whether voluntary Partnership (unless all or involuntary, or a change of control substantially all of the Companyproceeds thereof are distributed by the Partnership, shall be valued as follows. (A) The method in which case a liquidation, dissolution or winding-up of valuation of securities not subject to investment letter or other similar restrictions on free marketability shall be as follows: (I) if the securities are then traded on a Recognised Stock Exchange (or a similar national quotation system), then the value Partnership shall be deemed to be the average of the closing prices of the securities on such exchange or system over the 30-day period ending three (3) days prior to the distribution; (II) if the securities are then actively traded over-the-counter, then the value shall be deemed to be the average of the closing bid or sale prices (whichever is applicable) over the 30-day period ending three (3) days prior to the distribution; and (III) if there is no active public market for the securities, then the value shall be the fair market value thereof, as determined in good faith by the Boardhave occurred). (B) The method of valuation of securities subject to investment letter or other restrictions on free marketability shall be to make an appropriate discount from the market value determined as above in subparagraphs (A)(I), (A)(II), or (A)(III) of this Article 7(c)(iv) to reflect the approximate fair market value thereof, as determined in good faith by the Board.

Liquidation Preference. (ia) In the event of Upon any voluntary or involuntary liquidation, dissolution or winding up of the CompanyPartnership, whether voluntary or involuntary, each holder the holders of the Series A Preferred Shares shall be Units then outstanding are entitled to receivebe paid, prior or have the Partnership declare and in preference set apart for payment, out of the assets of the Partnership legally available for distribution to its Partners, before any distribution of any of the assets or funds of the Company is made to the holders of any other class of shares of the Company ranked junior to the Series A Preferred Shares (including the Ordinary Shares) by reason of such holder’s ownership thereofJunior Securities, the greater of: (A) the sum of (x) the Series A Preferred Shares Purchase Price (as adjusted for any share dividends, combinations, splits, recapitalizations or the like on, of or affecting the Series A Preferred Shares), for each Series A Preferred Share then held by such holder and (y) any and all declared but unpaid dividends on each such Series A Preferred Shares and (B) such amount a liquidation preference per Series A Preferred Share as would have been payable had all Series A Preferred Shares been converted into Ordinary Shares immediately prior Unit equal to such liquidation, dissolution or winding up the sum of the following (such amount payablecollectively, the “Liquidation Preference”)): (i) $1,000.00, (ii) all accrued and unpaid distributions thereon through and including the earlier of the date of payment or the date that funds are set apart for payment, and (iii) if a Redemption Premium (as defined below) would be payable upon the redemption of Series A Preferred Units in accordance with Section 5(a) below, the per Partnership Unit Redemption Premium in effect on the earlier of the date of payment or the date that funds are set apart for payment of the Liquidation Preference. IfIn the event that the Partnership elects to set apart the Liquidation Preference for payment, the Series A Preferred Units shall remain outstanding until the holders thereof are paid the full Liquidation Preference therefor, which payment shall be made no later than immediately prior to the Partnership making its final liquidating distribution on the Common Units. In the event that the Redemption Premium in effect on the payment date is less than the Redemption Premium on the date that the Liquidation Preference was set apart for payment, the Partnership may make a corresponding reduction to the funds set apart for payment of the Liquidation Preference. (b) In the event that, upon the occurrence of any such eventvoluntary or involuntary liquidation, dissolution or winding up, the available assets and funds thus distributed among of the Partnership are insufficient to pay the full amount of the Liquidation Preference on all outstanding Series A Preferred Units, then the holders of the Series A Preferred Shares Units shall be insufficient to permit the payment to share ratably in any such holders distribution of the full Liquidation Preference, then the entire assets and funds of the Company legally available for distribution shall be distributed pro rata among the holders of the Series A Preferred Shares in proportion to the full Liquidation Preference each such holder is otherwise entitled to receive. If any holder of Series A Preferred Shares shall be deemed to have converted Series A Preferred Shares into Ordinary Shares pursuant to this paragraph, then such holder shall not be entitled to receive any distribution that which they would otherwise be made respectively entitled. (c) After payment of the full amount of the Liquidation Preference to which they are entitled, the holders of Series A Preferred Shares that Units will have not converted (no right or have not been deemed claim to have converted) into Ordinary Sharesany of the remaining assets of the Partnership. (iid) After Upon the payment Partnership’s provision of the Liquidation Preference written notice as to the holders of the Series A Preferred Shares, the remaining assets shall be distributed ratably to the holders of the Ordinary Shares. (iii) Unless the holders of a majority of the Series A Preferred Shares then outstanding shall elect or determine otherwise by written consent, a consolidation or merger of the Company with or into any other Person in which the holders of the Shares as of immediately prior to such merger or consolidation do not continue to hold at least a fifty percent (50%) interest in the surviving entity or a Trade Sale shall be deemed to be a liquidation for purposes of payment of the Liquidation Preference and shall entitle the holders of the Series A Preferred Shares to receive in cash, securities or other property (with any non-cash amounts being valued as provided in Article 7(c)(iv)) in the amounts specified in Article 7(c)(i) and (ii). (iv) Subject to the following provisions of this Article 7(c)(iv), the value effective date of any assets, securities or other property (other than cash) to be received by the Members pursuant to Articles 7(c)(i), 7(c)(ii) and/or 7(c)(iii), shall be equal to the fair market value thereof, as determined in good faith by the Board, if any (taking into account, if applicable, any restrictions on the free marketability of such assets, securities or other property, arising under applicable securities laws or otherwise, other than restrictions arising solely by virtue of a Member’s status as an Affiliate of the Company or the entity surviving or resulting from a change of control of the Company), except that any securities to be distributed to Members of the Company in any liquidation, dissolution or winding up of the CompanyPartnership, whether voluntary or involuntary, or accompanied by a change of control check in the amount of the Companyfull Liquidation Preference to which each record holder of the Series A Preferred Units is entitled, the Series A Preferred Units shall no longer be deemed outstanding and all rights of the holders of such Series A Preferred Units will terminate. Such notice shall be valued given by first class mail, postage pre-paid, to each record holder of the Series A Preferred Units at the respective mailing addresses of such holders as followsthe same shall appear on the transfer records of the Partnership. (Ae) The method consolidation or merger of valuation the Partnership with or into any other business enterprise or of securities any other business enterprise with or into the Partnership, or the sale, lease or conveyance of all or substantially all of the assets or business of the Partnership, shall not subject to investment letter or other similar restrictions on free marketability shall be as follows: (I) if the securities are then traded on a Recognised Stock Exchange (or a similar national quotation system), then the value shall be deemed to be the average constitute a liquidation, dissolution or winding up of the closing prices of the securities on such exchange or system over the 30-day period ending three (3) days prior to the distribution; (II) if the securities are then actively traded over-the-counter, then the value shall be deemed to be the average of the closing bid or sale prices (whichever is applicable) over the 30-day period ending three (3) days prior to the distribution; and (III) if there is no active public market for the securities, then the value shall be the fair market value thereof, as determined in good faith by the BoardPartnership. (B) The method of valuation of securities subject to investment letter or other restrictions on free marketability shall be to make an appropriate discount from the market value determined as above in subparagraphs (A)(I), (A)(II), or (A)(III) of this Article 7(c)(iv) to reflect the approximate fair market value thereof, as determined in good faith by the Board.

Liquidation Preference. (i1) In the event of any liquidation, dissolution or winding up of the CompanyPartnership, whether voluntary or involuntary, each holder before any payment or distribution of the Series A Partnership (whether capital or surplus) shall be made to or set apart for the holders of Junior Partnership Units, the holders of Class D Partnership Preferred Shares Units shall be entitled to receivereceive Twenty Five Dollars ($25) per Class D Partnership Preferred Unit (the "Liquidation Preference"), prior plus an amount equal to all dividends (whether or not earned) accumulated, accrued and in preference unpaid on each share of Class D Preferred Stock to the date of final distribution to such holders; but such holders shall not be entitled to any distribution of any of the assets or funds of the Company to further payment. Until the holders of any other class of shares of the Company ranked junior Class D Partnership Preferred Units have been paid the Liquidation Preference in full, plus an amount equal to all dividends (whether or not earned) accumulated, accrued and unpaid on the Class D Preferred Stock to the Series A Preferred Shares (including the Ordinary Shares) by reason date of such holder’s ownership thereof, the greater of: (A) the sum of (x) the Series A Preferred Shares Purchase Price (as adjusted for any share dividends, combinations, splits, recapitalizations or the like on, of or affecting the Series A Preferred Shares), for each Series A Preferred Share then held by such holder and (y) any and all declared but unpaid dividends on each such Series A Preferred Shares and (B) such amount per Series A Preferred Share as would have been payable had all Series A Preferred Shares been converted into Ordinary Shares immediately prior final distribution to such holders, no payment will be made to any holder of Junior Partnership Units upon the liquidation, dissolution or winding up (such amount payable, of the “Liquidation Preference”)Partnership. If, upon the occurrence of such event, the assets and funds thus distributed among the holders of the Series A Preferred Shares shall be insufficient to permit the payment to such holders of the full Liquidation Preference, then the entire assets and funds of the Company legally available for distribution shall be distributed pro rata among the holders of the Series A Preferred Shares in proportion to the Liquidation Preference each such holder is otherwise entitled to receive. If any holder of Series A Preferred Shares shall be deemed to have converted Series A Preferred Shares into Ordinary Shares pursuant to this paragraph, then such holder shall not be entitled to receive any distribution that would otherwise be made to holders of Series A Preferred Shares that have not converted (or have not been deemed to have converted) into Ordinary Shares. (ii) After the payment of the Liquidation Preference to the holders of the Series A Preferred Shares, the remaining assets shall be distributed ratably to the holders of the Ordinary Shares. (iii) Unless the holders of a majority of the Series A Preferred Shares then outstanding shall elect or determine otherwise by written consent, a consolidation or merger of the Company with or into any other Person in which the holders of the Shares as of immediately prior to such merger or consolidation do not continue to hold at least a fifty percent (50%) interest in the surviving entity or a Trade Sale shall be deemed to be a liquidation for purposes of payment of the Liquidation Preference and shall entitle the holders of the Series A Preferred Shares to receive in cash, securities or other property (with any non-cash amounts being valued as provided in Article 7(c)(iv)) in the amounts specified in Article 7(c)(i) and (ii). (iv) Subject to the following provisions of this Article 7(c)(iv), the value of any assets, securities or other property (other than cash) to be received by the Members pursuant to Articles 7(c)(i), 7(c)(ii) and/or 7(c)(iii), shall be equal to the fair market value thereof, as determined in good faith by the Board, if any (taking into account, if applicable, any restrictions on the free marketability of such assets, securities or other property, arising under applicable securities laws or otherwise, other than restrictions arising solely by virtue of a Member’s status as an Affiliate of the Company or the entity surviving or resulting from a change of control of the Company), except that any securities to be distributed to Members of the Company in any liquidation, dissolution or winding up of the CompanyPartnership, whether the assets of the Partnership, or proceeds thereof, distributable among the holders of Class D Partnership Preferred Units shall be insufficient to pay in full the preferential amount aforesaid and liquidating payments on any Parity Partnership Units, then such assets, or the proceeds thereof, shall be distributed among the holders of Class D Partnership Preferred Units and any such Parity Partnership Units ratably in the same proportion as the respective amounts that would be payable on such Class D Partnership Preferred Units and any such other Parity Partnership Units if all amounts payable thereon were paid in full. For the purposes of this Section 4, (i) a consolidation or merger of the Partnership with one or more partnerships, or (ii) a sale or transfer of all or substantially all of the Partnership's assets shall not be deemed to be a liquidation, dissolution or winding up, voluntary or involuntary, or a change of control of the Company, shall be valued as followsPartnership. (A2) The method Upon any liquidation, dissolution or winding up of valuation the Partnership, after payment shall have been made in full to the holders of securities not Class D Partnership Preferred Units and any Parity Partnership Units, as provided in this Section 4, any other series or class or classes of Junior Partnership Units shall, subject to investment letter or other similar restrictions on free marketability shall the respective terms thereof, be as follows: (I) if the securities are then traded on a Recognised Stock Exchange (or a similar national quotation system), then the value shall be deemed entitled to receive any and all assets remaining to be paid or distributed, and the average holders of the closing prices of the securities on such exchange or system over the 30-day period ending three (3) days prior Class D Partnership Preferred Units and any Parity Partnership Units shall not be entitled to the distribution; (II) if the securities are then actively traded over-the-counter, then the value shall be deemed to be the average of the closing bid or sale prices (whichever is applicable) over the 30-day period ending three (3) days prior to the distribution; and (III) if there is no active public market for the securities, then the value shall be the fair market value thereof, as determined in good faith by the Boardshare therein. (B) The method of valuation of securities subject to investment letter or other restrictions on free marketability shall be to make an appropriate discount from the market value determined as above in subparagraphs (A)(I), (A)(II), or (A)(III) of this Article 7(c)(iv) to reflect the approximate fair market value thereof, as determined in good faith by the Board.

Liquidation Preference. (i) In the event of any liquidation, dissolution or winding up of the CompanyPartnership, whether voluntary or involuntary, each holder subject to the preferential rights of the holders of shares of any class or series of Senior Units, but before any payment or distribution of the assets of the Partnership shall be made to or set apart for the holders of Junior Units, the holders of the Series A Preferred Shares Units shall be entitled to receive, prior and in preference to any distribution of any of the assets or funds of the Company to the holders of any other class of shares of the Company ranked junior to the receive $100,000.00 per Series A Preferred Shares Unit (including the Ordinary Shares“Liquidation Preference”) by reason of such holder’s ownership thereof, the greater of: (A) the sum of (x) the Series A Preferred Shares Purchase Price (as adjusted for any share dividends, combinations, splits, recapitalizations or the like on, of or affecting the Series A Preferred Shares), for each Series A Preferred Share then held by such holder and (y) any and all declared but unpaid dividends on each such Series A Preferred Shares and (B) such plus an amount per Series A Preferred Share as would have been payable had Unit equal to all distributions (whether or not earned or declared) accumulated and unpaid thereon to, but not including, the date of final distribution to such holders; but such holders of the Series A Preferred Shares been converted into Ordinary Shares immediately prior Units shall not be entitled to any further payment. If, upon any such liquidation, dissolution or winding up (such amount payable, of the “Liquidation Preference”). If, upon the occurrence of such eventPartnership, the assets and funds thus distributed of the Partnership, or proceeds thereof, distributable among the holders of the Series A Preferred Shares Units shall be insufficient to permit pay in full the payment to such holders of the full Liquidation Preferencepreferential amount aforesaid and liquidating payments on any other Parity Preferred Units, then such assets, or the entire assets and funds of the Company legally available for distribution proceeds thereof, shall be distributed pro rata among the holders of the such Series A Preferred Shares Units and any such other Parity Preferred Units ratably in proportion to accordance with the Liquidation Preference each respective amounts that would be payable on such holder is otherwise entitled to receive. If any holder of Series A Preferred Shares Units and any such other Parity Preferred Units if all amounts payable thereon were paid in full. For the purposes of this Section C, a Sale Transaction shall not be deemed to have converted Series A Preferred Shares into Ordinary Shares pursuant to this paragraphbe a liquidation, then such holder shall not be entitled to receive any distribution that would otherwise be made to holders dissolution or winding up, voluntary or involuntary, of Series A Preferred Shares that have not converted (or have not been deemed to have converted) into Ordinary Sharesthe Partnership. (ii) After Subject to the payment rights of the Liquidation Preference to the holders of the Series A Parity Preferred SharesUnits, the remaining assets shall be distributed ratably to the holders of the Ordinary Shares. (iii) Unless the holders of a majority of the Series A Preferred Shares then outstanding shall elect or determine otherwise by written consent, a consolidation or merger of the Company with or into any other Person in which the holders of the Shares as of immediately prior to such merger or consolidation do not continue to hold at least a fifty percent (50%) interest in the surviving entity or a Trade Sale shall be deemed to be a liquidation for purposes of payment of the Liquidation Preference and shall entitle the holders of the Series A Preferred Shares to receive in cash, securities or other property (with any non-cash amounts being valued as provided in Article 7(c)(iv)) in the amounts specified in Article 7(c)(i) and (ii). (iv) Subject to the following provisions of this Article 7(c)(iv), the value of any assets, securities or other property (other than cash) to be received by the Members pursuant to Articles 7(c)(i), 7(c)(ii) and/or 7(c)(iii), shall be equal to the fair market value thereof, as determined in good faith by the Board, if any (taking into account, if applicable, any restrictions on the free marketability of such assets, securities or other property, arising under applicable securities laws or otherwise, other than restrictions arising solely by virtue of a Member’s status as an Affiliate of the Company or the entity surviving or resulting from a change of control of the Company), except that any securities to be distributed to Members of the Company in upon any liquidation, dissolution or winding up of the CompanyPartnership, whether voluntary or involuntary, or a change of control after payment shall have been made in full to the holders of the CompanySeries A Preferred Units, shall be valued as follows. (A) The method provided in this Section C, any series or class or classes of valuation of securities not Junior Units shall, subject to investment letter or other similar restrictions on free marketability shall any respective terms and provisions applying thereto, be as follows: (I) if the securities are then traded on a Recognised Stock Exchange (or a similar national quotation system), then the value shall be deemed entitled to receive any and all assets remaining to be paid or distributed, and the average holders of the closing prices of the securities on such exchange or system over the 30-day period ending three (3) days prior Series A Preferred Units shall not be entitled to the distribution; (II) if the securities are then actively traded over-the-counter, then the value shall be deemed to be the average of the closing bid or sale prices (whichever is applicable) over the 30-day period ending three (3) days prior to the distribution; and (III) if there is no active public market for the securities, then the value shall be the fair market value thereof, as determined in good faith by the Boardshare therein. (B) The method of valuation of securities subject to investment letter or other restrictions on free marketability shall be to make an appropriate discount from the market value determined as above in subparagraphs (A)(I), (A)(II), or (A)(III) of this Article 7(c)(iv) to reflect the approximate fair market value thereof, as determined in good faith by the Board.

Liquidation Preference. (ia) In the event of any liquidation, dissolution or winding up of the Companyaffairs of the Partnership, whether voluntary or involuntaryotherwise, each after payment or provision for payment of the debts and other liabilities of the Partnership, the General Partner as holder of the Series Class A OP Preferred Shares Units shall be entitled to receive, prior and in preference to any distribution of any cash, out of the remaining assets or funds of the Company to the holders of any other class of shares of the Company ranked junior to the Series A Preferred Shares (including the Ordinary Shares) by reason of such holder’s ownership thereofPartnership legally available therefor, the greater of: amount of One Thousand Dollars (A$1,000) per Class A OP Preferred Unit (the sum of (x) the Series A Preferred Shares Purchase Price (as adjusted for any share dividends, combinations, splits, recapitalizations or the like on, of or affecting the Series A Preferred Shares"Liquidation Preference"), for plus an amount per Class A OP Preferred Unit equal to all distributions accrued and unpaid on each Series A Preferred Share then held by such holder and (y) any and all declared but unpaid dividends on each such Series A Preferred Shares and (B) such amount per Series A Preferred Share as would have been payable had all Series A Preferred Shares been converted into Ordinary Shares immediately prior up to such liquidation, dissolution or winding up (such amount payable, the “Liquidation Preference”). If, upon the occurrence date of such event, the distribution of assets and funds thus distributed among the holders of the Series A Preferred Shares shall be insufficient to permit the before any payment to such holders of the full Liquidation Preference, then the entire assets and funds of the Company legally available for or distribution shall be distributed pro rata among the holders of the Series A Preferred Shares in proportion to the Liquidation Preference each such holder is otherwise entitled to receive. If any holder of Series A Preferred Shares shall be deemed to have converted Series A Preferred Shares into Ordinary Shares pursuant to this paragraph, then such holder shall not be entitled to receive any distribution that would otherwise be made to holders of Series A Preferred Shares that have not converted (or have not been deemed to have converted) into Ordinary Shares. (ii) After the payment of the Liquidation Preference to the holders of the Series A Preferred Shares, the remaining assets shall be distributed ratably to the OP Common Units or any other holders of the Ordinary Shares. (iii) Unless the holders of a majority of the Series A Preferred Shares then outstanding shall elect or determine otherwise by written consent, a consolidation or merger of the Company with or into any other Person in which the holders of the Shares as of immediately prior to such merger or consolidation do not continue to hold at least a fifty percent (50%) interest in the surviving entity or a Trade Sale shall be deemed to be a liquidation for purposes of payment of the Liquidation Preference and shall entitle the holders of the Series A Preferred Shares to receive in cash, securities or other property (with any non-cash amounts being valued as provided in Article 7(c)(iv)) in the amounts specified in Article 7(c)(i) and (ii). (iv) Subject to the following provisions of this Article 7(c)(iv), the value of any assets, securities or other property (other than cash) to be received by the Members pursuant to Articles 7(c)(i), 7(c)(ii) and/or 7(c)(iii), shall be equal to the fair market value thereof, as determined in good faith by the Board, if any (taking into account, if applicable, any restrictions on the free marketability of such assets, securities or other property, arising under applicable securities laws or otherwise, other than restrictions arising solely by virtue of a Member’s status as an Affiliate of the Company or the entity surviving or resulting from a change of control of the Company), except that any securities to be distributed to Members of the Company in Junior OP Units. If upon any liquidation, dissolution or winding up of the CompanyPartnership, whether voluntary or involuntarythe assets of the Partnership, or a change proceeds thereof, distributable among the General Partner as holder of control Class A OP Preferred Units and holders of all Parity OP Units shall be insufficient to pay in full the preferential amount aforesaid and preferential amounts on any Parity OP Units, then the entire assets of the Company, Partnership thus distributable shall be valued distributed ratably among the General Partner as followsholder of Class A OP Preferred Units and any holders of such Parity OP Units in proportion to the respective amounts that would be payable per Unit if all amounts payable thereon were paid in full. (Ab) The method For purposes of valuation this Section 4, a distribution of securities assets in any dissolution, winding up or liquidation shall not subject include (i) any consolidation or merger of the Partnership with or into any other entity, (ii) any dissolution, liquidation, winding up or reorganization of the Partnership immediately followed by organization of another entity to investment letter which such assets are distributed or (iii) a sale or other similar restrictions on free marketability shall be as follows: (I) if the securities are then traded on a Recognised Stock Exchange (disposition of all or a similar national quotation system), then the value shall be deemed to be the average substantially all of the closing prices Partnership's assets to another entity; provided, however, that, in each case, effective provision is made in the organization documents of the securities on such exchange resulting and surviving entity or system over otherwise for the 30-day period ending three (3) days prior to the distribution; (II) if the securities are then actively traded over-the-counterrecognition, then the value shall be deemed to be the average preservation and protection of the closing bid or sale prices (whichever is applicable) over rights of the 30-day period ending three (3) days prior to the distribution; and (III) if there is no active public market for the securities, then the value shall be the fair market value thereof, General Partner as determined in good faith by the Boardholder of Class A OP Preferred Units. (Bc) The method Upon any liquidation, dissolution or winding up of valuation the Partnership, after the payment of securities subject the full preferential amounts set forth herein to investment letter the General Partner as holder of Class A OP Preferred Units and any holders of Parity OP Units, as provided in this Section 4 or other restrictions on free marketability funds necessary for such payment have been set aside in trust for the holders thereof, such holders of the Class A OP Preferred Units shall be entitled to make an appropriate discount from no other or further participation in the market value determined as above in subparagraphs (A)(I), (A)(II), or (A)(III) distribution of this Article 7(c)(iv) to reflect the approximate fair market value thereof, as determined in good faith by assets of the BoardPartnership.

Liquidation Preference. (i) 4.1 In the event of any liquidation, dissolution or winding up of the CompanyPartnership, whether voluntary or involuntary, each holder before any payment or distribution of the Partnership (whether capital, surplus or otherwise) shall be made to or set apart for the holders of Series A 2019 Junior Partnership Units, the holders of Series 2019 Preferred Shares Units shall be entitled to receivereceive $10.00 per Series 2019 Preferred Unit (the “Series 2019 Liquidation Preference”), prior plus an amount per Series 2019 Preferred Unit equal to all distributions (whether or not declared or earned) accrued and in preference unpaid on the Series 2019 Preferred Unit; but such holders shall not be entitled to any distribution of any of the assets or funds of the Company to further payment. Until the holders of any other class of shares of the Company ranked junior Series 2019 Preferred Units have been paid the Series 2019 Liquidation Preference in full, plus an amount equal to all distributions (whether or not declared or earned) accrued and unpaid on the Series 2019 Preferred Unit to the Series A Preferred Shares (including the Ordinary Shares) by reason date of such holder’s ownership thereof, the greater of: (A) the sum of (x) the Series A Preferred Shares Purchase Price (as adjusted for any share dividends, combinations, splits, recapitalizations or the like on, of or affecting the Series A Preferred Shares), for each Series A Preferred Share then held by such holder and (y) any and all declared but unpaid dividends on each such Series A Preferred Shares and (B) such amount per Series A Preferred Share as would have been payable had all Series A Preferred Shares been converted into Ordinary Shares immediately prior final distribution to such holders, no payment shall be made to any holder of Series 2019 Junior Partnership Units upon the liquidation, dissolution or winding up (such amount payable, of the “Liquidation Preference”)Partnership. If, upon the occurrence of such event, the assets and funds thus distributed among the holders of the Series A Preferred Shares shall be insufficient to permit the payment to such holders of the full Liquidation Preference, then the entire assets and funds of the Company legally available for distribution shall be distributed pro rata among the holders of the Series A Preferred Shares in proportion to the Liquidation Preference each such holder is otherwise entitled to receive. If any holder of Series A Preferred Shares shall be deemed to have converted Series A Preferred Shares into Ordinary Shares pursuant to this paragraph, then such holder shall not be entitled to receive any distribution that would otherwise be made to holders of Series A Preferred Shares that have not converted (or have not been deemed to have converted) into Ordinary Shares. (ii) After the payment of the Liquidation Preference to the holders of the Series A Preferred Shares, the remaining assets shall be distributed ratably to the holders of the Ordinary Shares. (iii) Unless the holders of a majority of the Series A Preferred Shares then outstanding shall elect or determine otherwise by written consent, a consolidation or merger of the Company with or into any other Person in which the holders of the Shares as of immediately prior to such merger or consolidation do not continue to hold at least a fifty percent (50%) interest in the surviving entity or a Trade Sale shall be deemed to be a liquidation for purposes of payment of the Liquidation Preference and shall entitle the holders of the Series A Preferred Shares to receive in cash, securities or other property (with any non-cash amounts being valued as provided in Article 7(c)(iv)) in the amounts specified in Article 7(c)(i) and (ii). (iv) Subject to the following provisions of this Article 7(c)(iv), the value of any assets, securities or other property (other than cash) to be received by the Members pursuant to Articles 7(c)(i), 7(c)(ii) and/or 7(c)(iii), shall be equal to the fair market value thereof, as determined in good faith by the Board, if any (taking into account, if applicable, any restrictions on the free marketability of such assets, securities or other property, arising under applicable securities laws or otherwise, other than restrictions arising solely by virtue of a Member’s status as an Affiliate of the Company or the entity surviving or resulting from a change of control of the Company), except that any securities to be distributed to Members of the Company in any liquidation, dissolution or winding up of the CompanyPartnership, whether voluntary or involuntarythe assets of the Partnership, or a change proceeds thereof, distributable among the holders of control of Series 2019 Preferred Units shall be insufficient to pay in full the Companypreferential amount aforesaid and liquidating payments on any Series 2019 Parity Partnership Units, then such assets, or the proceeds thereof, shall be valued distributed among the holders of Series 2019 Preferred Units and any such Series 2019 Parity Partnership Units ratably in the same proportion as followsthe respective amounts that would be payable on such Series 2019 Preferred Units and any such other Series 2019 Parity Partnership Units if all amounts payable thereon were paid in full. (A) The method 4.2 Upon any liquidation, dissolution or winding up of valuation the Partnership, after payment shall have been made in full to the holders of securities not Series 2019 Preferred Units and any Series 2019 Parity Partnership Units, as provided in this Section 4, any other series or class or classes of Series 2019 Junior Partnership Units shall, subject to investment letter or other similar restrictions on free marketability shall the respective terms thereof, be as follows: (I) if the securities are then traded on a Recognised Stock Exchange (or a similar national quotation system), then the value shall be deemed entitled to receive any and all assets remaining to be paid or distributed, and the average holders of the closing prices of the securities on such exchange or system over the 30-day period ending three (3) days prior Series 2019 Preferred Units and any Series 2019 Parity Partnership Units shall not be entitled to the distribution; (II) if the securities are then actively traded over-the-counter, then the value shall be deemed to be the average of the closing bid or sale prices (whichever is applicable) over the 30-day period ending three (3) days prior to the distribution; and (III) if there is no active public market for the securities, then the value shall be the fair market value thereof, as determined in good faith by the Boardshare therein. (B) The method of valuation of securities subject to investment letter or other restrictions on free marketability shall be to make an appropriate discount from the market value determined as above in subparagraphs (A)(I), (A)(II), or (A)(III) of this Article 7(c)(iv) to reflect the approximate fair market value thereof, as determined in good faith by the Board.

Liquidation Preference. Subject to the rights of any applicable Senior Units, in the event of (i) In a Liquidating Event, or (ii) the event of any liquidationmerger, dissolution consolidation, reorganization or winding up other combination of the CompanyPartnership with or into another entity (any such event, whether voluntary or involuntaryan “Optional Liquidation Preference Event”), each holder the holders of the Series Class A Convertible Preferred Shares Units shall be entitled to receive, prior and in preference to exchange for any distribution of any Class A Convertible Preferred Unit, out of the assets or funds of the Company Partnership, an amount per Class A Convertible Preferred Unit equal to the Class A Convertible Preferred Unit Liquidation Preference Amount before any payment is made, or any assets are distributed, to the holders of Common Units or Junior Units but following any other class payment to be made or any assets to be distributed to any Senior Units and concurrent with any payment to be made or any assets to be distributed to Pari Passu Units. With respect to an Optional Liquidation Preference Event, each holder of shares of Class A Convertible Preferred Units will have the Company ranked junior to the Series A Preferred Shares (including the Ordinary Shares) by reason of option, in such holder’s ownership thereofsole discretion, to exercise its right to receive, in exchange for any Class A Convertible Preferred Unit, the greater of: (A) the sum of (x) the Series Class A Preferred Shares Purchase Price (as adjusted for any share dividends, combinations, splits, recapitalizations or the like on, of or affecting the Series A Preferred Shares), for each Series A Preferred Share then held by such holder and (y) any and Liquidation Preference plus all declared but unpaid dividends on each such Series Class A Preferred Shares and (B) Distributions by delivering written notice to the Partnership of such amount per Series A Preferred Share as would have been payable had all Series A Preferred Shares been converted into Ordinary Shares immediately prior to such liquidation, dissolution or winding up (such amount payable, the “Liquidation Preference”)election. If, upon in the occurrence event of such eventa Liquidating Event or an Optional Liquidation Preference Event, the assets of the Partnership are insufficient to pay the total aggregate Class A Convertible Preferred Unit Liquidation Preference Amount plus any accumulated and funds thus distributed among declared and unpaid Class A Preferred Distributions (in the case of an Optional Liquidation Preference Event, to those electing holders) and aggregate amounts, if any, to which the Pari Passu Units would be entitled upon such Liquidating Event, the holders of the Series such Class A Convertible Preferred Shares Units shall be insufficient to permit the payment to share in any such holders of the full Liquidation Preference, then the entire assets and funds of the Company legally available for distribution shall be distributed pro rata among with the holders of the Series A Preferred Shares all Pari Passu Units outstanding in proportion to the Liquidation Preference each such holder is otherwise entitled full amounts to receive. If any holder of Series A Preferred Shares shall be deemed to have converted Series A Preferred Shares into Ordinary Shares pursuant to this paragraph, then such holder shall not be entitled to receive any distribution that which they would otherwise be made respectively entitled (i.e., the amount to holders of Series A Preferred Shares that have not converted (or have not been deemed to have converted) into Ordinary Shares. (ii) After the payment of the Liquidation Preference be distributed to the holders of the Series Class A Convertible Preferred Shares, the remaining assets shall be distributed ratably to the holders of the Ordinary Shares. (iii) Unless the holders of a majority of the Series A Preferred Shares then outstanding shall elect or determine otherwise by written consent, a consolidation or merger of the Company with or into any other Person in which the holders of the Shares as of immediately prior to such merger or consolidation do not continue to hold at least a fifty percent (50%) interest in the surviving entity or a Trade Sale shall be deemed to be a liquidation for purposes of payment of the Liquidation Preference and shall entitle the holders of the Series A Preferred Shares to receive in cash, securities or other property (with any non-cash amounts being valued as provided in Article 7(c)(iv)) in the amounts specified in Article 7(c)(i) and (ii). (iv) Subject to the following provisions of this Article 7(c)(iv), the value of any assets, securities or other property (other than cash) to be received by the Members pursuant to Articles 7(c)(i), 7(c)(ii) and/or 7(c)(iii), Units shall be equal to the fair market value thereofproduct of (i) the amount available for distribution, as determined multiplied by (ii) a fraction, the numerator of which is the aggregate Class A Convertible Preferred Unit Liquidation Preference Amount plus any accumulated and declared and unpaid Class A Preferred Distributions (in good faith by the Boardcase of an Optional Liquidation Preference Event, the aggregate Class A Convertible Preferred Unit Liquidation Preference Amount plus any accumulated and declared and unpaid Class A Preferred Distributions of the electing holders) and the denominator of which is the sum of the aggregate Class A Convertible Preferred Unit Liquidation Preference Amounts plus any accumulated and declared and unpaid Class A Preferred Distributions (in the case of an Optional Liquidation Preference Event, the aggregate Class A Convertible Preferred Unit Liquidation Preference Amount of the electing holders plus any accumulated and declared and unpaid Class A Preferred Distributions of such holders) and the aggregate amounts, if any (taking into accountany, if applicable, any restrictions on to which the free marketability of Pari Passu Units would be entitled upon such assets, securities or other property, arising under applicable securities laws or otherwise, other than restrictions arising solely by virtue of a Member’s status as an Affiliate of the Company or the entity surviving or resulting from a change of control of the CompanyLiquidating Event), except that any securities to be . All amounts distributed to Members any holder of the Company in any liquidation, dissolution or winding up of the Company, whether voluntary or involuntary, or a change of control of the Company, Class A Convertible Preferred Units shall be valued as follows. (A) The method of valuation of securities not subject to investment letter or other similar restrictions on free marketability shall be as follows: (I) if the securities are then traded on a Recognised Stock Exchange (or a similar national quotation system), then the value shall be deemed to be the average of the closing prices of the securities on such exchange or system over the 30-day period ending three (3) days prior in cash to the distribution; (II) if the securities are then actively traded over-the-counterextent cash is available, then the value shall be deemed unless otherwise previously consented to be the average of the closing bid or sale prices (whichever is applicable) over the 30-day period ending three (3) days prior to the distribution; and (III) if there is no active public market for the securities, then the value shall be the fair market value thereof, as determined in good faith writing by the Boardsuch holder. (B) The method of valuation of securities subject to investment letter or other restrictions on free marketability shall be to make an appropriate discount from the market value determined as above in subparagraphs (A)(I), (A)(II), or (A)(III) of this Article 7(c)(iv) to reflect the approximate fair market value thereof, as determined in good faith by the Board.

Liquidation Preference. (i) In the event of Upon any voluntary or involuntary liquidation, dissolution or winding up of the Company, whether voluntary or involuntary, each holder affairs of the Series A Preferred Shares shall be entitled to receive, prior and in preference to any distribution of any of the assets or funds of the Company to the holders of any other class of shares of the Company ranked junior to the Series A Preferred Shares (including the Ordinary Shares) by reason of such holder’s ownership thereofPartnership, the greater of: (A) the sum of (x) the Series A Preferred Shares Purchase Price (as adjusted for any share dividends, combinations, splits, recapitalizations or the like on, of or affecting the Series A Preferred Shares), for each Series A Preferred Share then held by such holder and (y) any and all declared but unpaid dividends on each such Series A Preferred Shares and (B) such amount per Series A Preferred Share as would have been payable had all Series A Preferred Shares been converted into Ordinary Shares immediately prior to such liquidation, dissolution or winding up (such amount payable, the “Liquidation Preference”). If, upon the occurrence of such event, the assets and funds thus distributed among the holders of the Series A Preferred Shares shall be insufficient to permit the payment to such holders of the full Liquidation Preference, then the entire assets and funds of the Company legally available for distribution shall be distributed pro rata among the holders of the Series A Preferred Shares in proportion to the Liquidation Preference each such holder is otherwise entitled to receive. If any holder of Series A Preferred Shares shall be deemed to have converted Series A Preferred Shares into Ordinary Shares pursuant to this paragraph, then such holder shall not be entitled to receive any distribution that would otherwise be made to holders of Series A Preferred Shares that have not converted (or have not been deemed Units are entitled to have converted) into Ordinary Shares. (ii) After be paid out of the assets of the Partnership legally available for distribution to its partners, after payment of or provision for the Partnership’s debts and other liabilities, a liquidation preference of $25.00 per unit (the “Base Liquidation Preference Preference”), plus an amount equal to any accrued and unpaid distributions (whether or not authorized or declared) thereon to and including the date of payment, but without interest, before any distribution of assets is made to holders of Junior Units. If the assets of the Partnership legally available for distribution to partners are insufficient to pay in full the liquidation preference on the Series A Preferred Units and the liquidation preference on any Parity Preferred Units, all assets distributed to the holders of the Series A Preferred Shares, the remaining assets Units and any Parity Preferred Units shall be distributed ratably to pro rata so that the holders amount of the Ordinary Shares. (iii) Unless the holders of a majority of the assets distributed per Series A Preferred Shares then outstanding Units and such Parity Preferred Units shall elect or determine otherwise by written consent, a consolidation or merger of in all cases bear to each other the Company with or into any other Person in which same ratio that the holders of the Shares as of immediately prior to such merger or consolidation do not continue to hold at least a fifty percent (50%) interest in the surviving entity or a Trade Sale shall be deemed to be a liquidation for purposes of payment of the Liquidation Preference and shall entitle the holders of the preference per Series A Preferred Shares Unit and such Parity Preferred Units bear to receive each other. Written notice of any distribution in cash, securities or other property (connection with any non-cash amounts being valued as provided in Article 7(c)(iv)) in the amounts specified in Article 7(c)(i) and (ii). (iv) Subject to the following provisions of this Article 7(c)(iv), the value of any assets, securities or other property (other than cash) to be received by the Members pursuant to Articles 7(c)(i), 7(c)(ii) and/or 7(c)(iii), shall be equal to the fair market value thereof, as determined in good faith by the Board, if any (taking into account, if applicable, any restrictions on the free marketability of such assets, securities or other property, arising under applicable securities laws or otherwise, other than restrictions arising solely by virtue of a Member’s status as an Affiliate of the Company or the entity surviving or resulting from a change of control of the Company), except that any securities to be distributed to Members of the Company in any liquidation, dissolution or winding up of the Company, whether voluntary or involuntary, or a change of control affairs of the CompanyPartnership, stating the payment date or dates when, and the place or places where, the amounts distributable in such circumstances shall be payable, shall be valued as follows. (A) The method of valuation of securities given by first class mail, postage pre-paid, not subject to investment letter or other similar restrictions on free marketability shall be as follows: (I) if the securities are then traded on a Recognised Stock Exchange (or a similar national quotation system), then the value shall be deemed to be the average of the closing prices of the securities on such exchange or system over the 30-day period ending three (3) less than 30 nor more than 60 days prior to the distribution; (II) if payment date stated therein, to each record holder of the securities Series A Preferred Units at the respective addresses of such holders as the same shall appear on the records of the Partnership. After payment of the full amount of the liquidating distributions to which they are then actively traded over-the-counterentitled, then the value holders of Series A Preferred Units will have no right or claim to any of the remaining assets of the Partnership. The consolidation or merger of the Partnership with or into another entity, a merger of another entity with or into the Partnership, a statutory exchange by the Partnership or a sale, lease, transfer or conveyance of all or substantially all of the Partnership’s property or business shall not be deemed to be the average constitute a liquidation, dissolution or winding up of the closing bid or sale prices (whichever is applicable) over affairs of the 30-day period ending three (3) days prior to the distribution; and (III) if there is no active public market for the securities, then the value shall be the fair market value thereof, as determined in good faith by the BoardPartnership. (B) The method of valuation of securities subject to investment letter or other restrictions on free marketability shall be to make an appropriate discount from the market value determined as above in subparagraphs (A)(I), (A)(II), or (A)(III) of this Article 7(c)(iv) to reflect the approximate fair market value thereof, as determined in good faith by the Board.

Liquidation Preference. (i) In the event of any a liquidation, dissolution or winding up of the Companycorporation, whether voluntary or involuntary, each holder the holders of Series A Preferred Stock shall be entitled to receive out of the assets of the corporation, whether such assets are stated capital or surplus of any nature, an amount equal to $1,000 per share (the "LIQUIDATION PREFERENCE") plus the dividends accrued and unpaid thereon to the date of final distribution to such holders, whether or not declared, without interest, before any payment shall be made or any assets distributed to the holders of Common Stock or any other class or series of the corporation's capital stock ranking junior as to liquidation rights to the Series A Preferred Shares Stock; provided, however, that such rights shall be entitled accrue to receive, prior the holders of Series A Preferred Stock only in the event that the corporation's payments with respect to the liquidation preferences (plus any accrued and in preference to any distribution of any unpaid dividends thereon) of the assets or funds holders of capital stock of the Company corporation ranking senior as to liquidation rights to the Series A Preferred Stock (the "SENIOR LIQUIDATION STOCK") are fully met. If the assets of the corporation available for distribution after the liquidation preferences (plus any accrued and unpaid dividends thereon) of the Senior Liquidation Stock are fully met are not sufficient to pay an amount equal to the Liquidation Preference (plus any accrued and unpaid dividends thereon) to the holders of outstanding shares of Series A Preferred Stock and the liquidation preference (plus any accrued and unpaid dividends thereon) to the holders of any other class series of the corporation's capital stock which may hereafter be created in accordance with Section 6(c) hereof having liquidation rights on a parity with the shares of the Company ranked junior to the Series A Preferred Shares Stock (including the Ordinary Shares) by reason of such holder’s ownership thereof, the greater of: (A) the sum of (x) the Series A Preferred Shares Purchase Price (as adjusted for any share dividends, combinations, splits, recapitalizations or the like on, of or affecting the Series A Preferred Shares"PARITY LIQUIDATION STOCK"), for each Series A Preferred Share then held by such holder and (y) any and all declared but unpaid dividends on each such Series A Preferred Shares and (B) such amount per Series A Preferred Share as would have been payable had all Series A Preferred Shares been converted into Ordinary Shares immediately prior to such liquidation, dissolution or winding up (such amount payable, the “Liquidation Preference”). If, upon the occurrence of such event, the assets and funds thus of the corporation shall be distributed ratably among the holders of the Series A Preferred Shares shall be insufficient Stock and the Parity Liquidation Stock in proportion to permit the respective preferential amounts to which each is entitled (but only to the extent of such preferential amounts). After payment to such holders in full of the full Liquidation Preference, then the entire assets and funds amounts in respect of the Company legally available for distribution shall be distributed pro rata among Liquidation Preference (and any accrued and unpaid dividends thereon) to which they are entitled, the holders of the Series A Preferred Shares in proportion to the Liquidation Preference each such holder is otherwise entitled to receive. If any holder of Series A Preferred Shares shall be deemed to have converted Series A Preferred Shares into Ordinary Shares pursuant to this paragraph, then such holder Stock shall not be entitled to receive any further participation in any distribution that would otherwise be made to holders of Series A Preferred Shares that have not converted (or have not been deemed to have converted) into Ordinary Shares. (ii) After the payment assets of the Liquidation Preference to the holders corporation. Neither a consolidation, merger or other business combination of the Series A Preferred Shares, the remaining assets shall be distributed ratably to the holders of the Ordinary Shares. (iii) Unless the holders of a majority of the Series A Preferred Shares then outstanding shall elect or determine otherwise by written consent, a consolidation or merger of the Company corporation with or into any another corporation or other Person in which the holders entity nor a sale or transfer of all or part of the Shares as of immediately prior to such merger or consolidation do not continue to hold at least a fifty percent (50%) interest in the surviving entity or a Trade Sale shall be deemed to be a liquidation corporation's assets for purposes of payment of the Liquidation Preference and shall entitle the holders of the Series A Preferred Shares to receive in cash, securities or other property (with any non-cash amounts being valued as provided in Article 7(c)(iv)) in the amounts specified in Article 7(c)(i) and (ii). (iv) Subject to the following provisions of this Article 7(c)(iv), the value of any assets, securities or other property (other than cash) to be received by the Members pursuant to Articles 7(c)(i), 7(c)(ii) and/or 7(c)(iii), shall be equal to the fair market value thereof, as determined in good faith by the Board, if any (taking into account, if applicable, any restrictions on the free marketability of such assets, securities or other property, arising under applicable securities laws or otherwise, other than restrictions arising solely by virtue of considered a Member’s status as an Affiliate of the Company or the entity surviving or resulting from a change of control of the Company), except that any securities to be distributed to Members of the Company in any liquidation, dissolution or winding up of the Company, whether voluntary or involuntary, or a change corporation for purposes of control this Section 4 (unless in connection therewith the liquidation of the Company, corporation is specifically approved). The holder of any shares of Series A Preferred Stock shall not be valued as follows. entitled to receive any payment owed for such shares under this Section 4 until the corporation has received (Ai) The method the certificate(s) representing such shares of valuation Series A Preferred Stock and (ii) transfer instrument(s) satisfactory to the corporation and sufficient to transfer such shares of securities not subject Series A Preferred Stock to investment letter or other similar restrictions the corporation free of any adverse interest. No interest shall accrue on free marketability shall be as follows: (I) if the securities are then traded on a Recognised Stock Exchange (or a similar national quotation system), then the value shall be deemed to be the average any payment made in respect of the closing prices of Liquidation Preference (and any accrued and unpaid dividends thereon) after the securities on such exchange or system over the 30-day period ending three (3) days prior to the distribution; (II) if the securities are then actively traded over-the-counter, then the value shall be deemed to be the average of the closing bid or sale prices (whichever is applicable) over the 30-day period ending three (3) days prior to the distribution; and (III) if there is no active public market for the securities, then the value shall be the fair market value due date thereof, as determined in good faith by the Board. (B) The method of valuation of securities subject to investment letter or other restrictions on free marketability shall be to make an appropriate discount from the market value determined as above in subparagraphs (A)(I), (A)(II), or (A)(III) of this Article 7(c)(iv) to reflect the approximate fair market value thereof, as determined in good faith by the Board.

Liquidation Preference. (i) In the event of Upon any voluntary or involuntary liquidation, dissolution or winding up of the Company, whether voluntary or involuntary, each holder affairs of the Series A Preferred Shares shall be entitled to receivePartnership, prior and in preference to any distribution of any of the assets or funds of the Company to the holders of any other class of shares of the Company ranked junior to the Series A Preferred Shares (including the Ordinary Shares) by reason of such holder’s ownership thereof, the greater of: (A) the sum of (x) the Series A Preferred Shares Purchase Price (as adjusted for any share dividends, combinations, splits, recapitalizations or the like on, of or affecting the Series A Preferred Shares), for each Series A Preferred Share then held by such holder and (y) any and all declared but unpaid dividends on each such Series A Preferred Shares and (B) such amount per Series A Preferred Share as would have been payable had all Series A Preferred Shares been converted into Ordinary Shares immediately prior to such liquidation, dissolution or winding up (such amount payable, the “Liquidation Preference”). If, upon the occurrence of such event, the assets and funds thus distributed among the holders of the Series A B Preferred Shares Units shall be insufficient to permit the payment to such holders of the full Liquidation Preference, then the entire assets and funds of the Company legally available for distribution shall be distributed pro rata among the holders of the Series A Preferred Shares in proportion to the Liquidation Preference each such holder is otherwise entitled to receive. If any holder of Series A Preferred Shares shall be deemed to have converted Series A Preferred Shares into Ordinary Shares pursuant to this paragraph, then such holder shall not be entitled to receive out of the assets of the Partnership available for distribution to the Partners pursuant to Section 13.5(a) of the Partnership Agreement a liquidation preference equal to the Stated Value per Series B Preferred Unit, plus an amount equal to any accumulated and unpaid distributions to the date of payment, before any distribution that would otherwise be of assets is made to holders of Class A Units, GP Units or any other Partnership Interests that rank junior to the Series A B Preferred Shares that have not converted (or have not been deemed Units as to have converted) into Ordinary Sharesliquidation rights. (ii) After the payment of the Liquidation Preference to the holders of the Series A Preferred Shares, the remaining assets shall be distributed ratably to the holders of the Ordinary Shares. (iii) Unless the holders of a majority of the Series A Preferred Shares then outstanding shall elect If upon any such voluntary or determine otherwise by written consent, a consolidation or merger of the Company with or into any other Person in which the holders of the Shares as of immediately prior to such merger or consolidation do not continue to hold at least a fifty percent (50%) interest in the surviving entity or a Trade Sale shall be deemed to be a liquidation for purposes of payment of the Liquidation Preference and shall entitle the holders of the Series A Preferred Shares to receive in cash, securities or other property (with any non-cash amounts being valued as provided in Article 7(c)(iv)) in the amounts specified in Article 7(c)(i) and (ii). (iv) Subject to the following provisions of this Article 7(c)(iv), the value of any assets, securities or other property (other than cash) to be received by the Members pursuant to Articles 7(c)(i), 7(c)(ii) and/or 7(c)(iii), shall be equal to the fair market value thereof, as determined in good faith by the Board, if any (taking into account, if applicable, any restrictions on the free marketability of such assets, securities or other property, arising under applicable securities laws or otherwise, other than restrictions arising solely by virtue of a Member’s status as an Affiliate of the Company or the entity surviving or resulting from a change of control of the Company), except that any securities to be distributed to Members of the Company in any involuntary liquidation, dissolution or winding up of the CompanyPartnership, whether voluntary or involuntary, or a change of control the assets of the CompanyPartnership are insufficient to pay the amount of such liquidating distributions on all outstanding Series B Preferred Units and the corresponding amounts payable on all other Partnership Interests ranking on a parity with the Series B Preferred Units in the distribution of assets, then such assets shall be allocated among the Series B Preferred Units, as a class, and each class or series of such other Partnership Interests, as a class, in proportion to the full liquidating distributions to which they would otherwise be respectively entitled. (iii) Written notice of any such liquidation, dissolution or winding up of the Partnership, stating the payment date or dates when, and the place or places where, the amounts distributable in such circumstances shall be payable, shall be valued as follows. (A) The method of valuation of securities given by first class mail, postage pre-paid, not subject to investment letter or other similar restrictions on free marketability shall be as follows: (I) if the securities are then traded on a Recognised Stock Exchange (or a similar national quotation system), then the value shall be deemed to be the average of the closing prices of the securities on such exchange or system over the 30-day period ending three (3) less than 30 nor more than 60 days prior to the distribution; (II) if the securities are then actively traded over-the-counterpayment date stated therein, then the value shall be deemed to be the average each record holder of the closing bid or sale prices (whichever is applicable) over Series B Preferred Units at the 30-day period ending three (3) days prior to respective addresses of such holders as the distribution; and (III) if there is no active public market for same shall appear on the securities, then records of the value shall be the fair market value thereof, as determined in good faith by the BoardPartnership. (Biv) The method After payment of valuation the full amount of securities subject the liquidating distributions to investment letter which they are entitled, the holders of Series B Preferred Units shall have no right or claim to any of the remaining assets of the Partnership. (v) None of a consolidation or merger of the Partnership with or into any other partnership, corporation, trust or entity or of any other partnership, corporation, trust or other restrictions on free marketability entity with or into the Partnership, or the sale, lease or conveyance of all or substantially all of the property or business of the Partnership shall be to make an appropriate discount from considered a liquidation, dissolution or winding up of the market value determined as above in subparagraphs (A)(I), (A)(II), or (A)(III) of this Article 7(c)(iv) to reflect the approximate fair market value thereof, as determined in good faith by the BoardPartnership.

Liquidation Preference. (ia) In Upon any voluntary or involuntary liquidation, dissolution or winding up of the event Corporation, before any payment or distribution by the Corporation shall be made to or set apart for the holders of any shares of Junior Stock, the holders of shares of the Series A Preferred Stock shall be entitled to be paid out of the assets of the Corporation that are legally available for distribution to the stockholders, a liquidation preference equal to the Stated Value per share (the "Liquidation Preference"), plus an amount equal to all accumulated, accrued and unpaid dividends (whether or not declared) to and including the date of payment. Until the holders of the Series A Preferred Stock have been paid the Liquidation Preference in full, plus an amount equal to all accumulated, accrued and unpaid dividends (whether or not earned or declared) to the date of final distribution to such holders, no payment will be made to any holder of Junior Stock upon the liquidation, dissolution or winding up of the Corporation. If upon the voluntary or involuntary liquidation, dissolution or winding up of the Corporation, the available assets of the Corporation, or proceeds thereof, distributable among the holders of the Series A Preferred Stock shall be insufficient to pay in full the above described Liquidation Preference and the liquidating payments on any shares of any class or series of Parity Stock, then such assets, or the proceeds thereof, shall be distributed among the holders of the Series A Preferred Stock and any such Parity Stock ratably in the same proportion as the respective amounts that would be payable on such Series A Preferred Stock and any such Parity Stock if all amounts payable thereon were paid in full. After payment of the full amount of the Liquidation Preference to which they are entitled, the holders of the Series A Preferred Stock shall have no right or claim to any of the remaining assets of the Corporation. (b) Upon any liquidation, dissolution or winding up of the CompanyCorporation, whether voluntary or involuntary, each holder of the Series A Preferred Shares after payment shall be entitled to receive, prior and in preference to any distribution of any of the assets or funds of the Company to the holders of any other class of shares of the Company ranked junior to the Series A Preferred Shares (including the Ordinary Shares) by reason of such holder’s ownership thereof, the greater of: (A) the sum of (x) the Series A Preferred Shares Purchase Price (as adjusted for any share dividends, combinations, splits, recapitalizations or the like on, of or affecting the Series A Preferred Shares), for each Series A Preferred Share then held by such holder and (y) any and all declared but unpaid dividends on each such Series A Preferred Shares and (B) such amount per Series A Preferred Share as would have been payable had all Series A Preferred Shares been converted into Ordinary Shares immediately prior to such liquidation, dissolution or winding up (such amount payable, the “Liquidation Preference”). If, upon the occurrence of such event, the assets and funds thus distributed among the holders of the Series A Preferred Shares shall be insufficient to permit the payment to such holders of the made in full Liquidation Preference, then the entire assets and funds of the Company legally available for distribution shall be distributed pro rata among the holders of the Series A Preferred Shares in proportion to the Liquidation Preference each such holder is otherwise entitled to receive. If any holder of Series A Preferred Shares shall be deemed to have converted Series A Preferred Shares into Ordinary Shares pursuant to this paragraph, then such holder shall not be entitled to receive any distribution that would otherwise be made to holders of Series A Preferred Shares that have not converted (or have not been deemed to have converted) into Ordinary Shares. (ii) After the payment of the Liquidation Preference to the holders of the Series A Preferred SharesStock and any Parity Stock, the remaining assets shall be distributed ratably to the holders of the Ordinary Shares. (iii) Unless the holders any classes or series of a majority Junior Stock shall be entitled to receive any and all assets of the Series A Preferred Shares then outstanding shall elect or determine otherwise by written consent, a consolidation or merger of the Company with or into any other Person in which the holders of the Shares as of immediately prior to such merger or consolidation do not continue to hold at least a fifty percent (50%) interest in the surviving entity or a Trade Sale shall be deemed Corporation remaining to be a liquidation for purposes of payment of the Liquidation Preference paid or distributed, and shall entitle the holders of the Series A Preferred Shares Stock and any Parity Stock shall not be entitled to receive in cash, securities or other property (with any non-cash amounts being valued as provided in Article 7(c)(iv)) in the amounts specified in Article 7(c)(i) and (ii)share therein. (ivc) Subject to The consolidation or merger of the following provisions of this Article 7(c)(iv)Corporation with or into any other corporation, the value trust or entity or of any assetsother corporation, securities trust or other property (other than cash) to be received by entity with or into the Members pursuant to Articles 7(c)(i)Corporation, 7(c)(ii) and/or 7(c)(iii)or the sale or transfer of all or substantially all of the assets or business of the Corporation or a statutory share exchange, shall not be equal deemed to the fair market value thereof, as determined in good faith by the Board, if any (taking into account, if applicable, any restrictions on the free marketability of such assets, securities constitute a voluntary or other property, arising under applicable securities laws or otherwise, other than restrictions arising solely by virtue of a Member’s status as an Affiliate of the Company or the entity surviving or resulting from a change of control of the Company), except that any securities to be distributed to Members of the Company in any involuntary liquidation, dissolution or winding up of the Company, whether Corporation. A Listing Event shall not be deemed to constitute a voluntary or involuntaryinvoluntary liquidation, dissolution or a change of control winding up of the Company, shall be valued as followsCorporation. (Ad) The method of valuation of securities not subject to investment letter In determining whether a distribution (other than upon voluntary or involuntary liquidation), by dividend, redemption or other similar restrictions on free marketability shall acquisition of shares of stock of the Corporation or otherwise, is permitted under the Maryland General Corporation Law, amounts that would be as follows: (I) needed, if the securities are then traded on a Recognised Stock Exchange (or a similar national quotation system), then the value shall be deemed Corporation were to be dissolved at the average time of distribution, to satisfy the preferential rights upon dissolution of holders of shares of the closing prices of the securities on such exchange or system over the 30-day period ending three (3) days prior Series A Preferred Stock shall not be added to the distribution; (II) if the securities are then actively traded over-the-counter, then the value shall be deemed to be the average of the closing bid or sale prices (whichever is applicable) over the 30-day period ending three (3) days prior to the distribution; and (III) if there is no active public market for the securities, then the value shall be the fair market value thereof, as determined in good faith by the BoardCorporation's total liabilities. (B) The method of valuation of securities subject to investment letter or other restrictions on free marketability shall be to make an appropriate discount from the market value determined as above in subparagraphs (A)(I), (A)(II), or (A)(III) of this Article 7(c)(iv) to reflect the approximate fair market value thereof, as determined in good faith by the Board.

Liquidation Preference. (A) Immediately prior to or in connection with (i) In the event of any voluntary or involuntary bankruptcy, reorganization, insolvency, liquidation, dissolution or winding winding-up of the Companyaffairs of the Corporation or any other similar event or proceeding (each a “Liquidation Event”), whether voluntary (ii) a Deemed Liquidation Event pursuant to clause (v) of the definition thereof, or involuntary(iii) any other Deemed Liquidation Event other than pursuant to clause (v) of the definition thereof except for any such Deemed Liquidation Event that was approved by the holders of the Series A Preferred Stock in accordance with Section 10 hereof, the holders of the Series A Preferred Stock shall be entitled to receive and to be paid out of the assets of the Corporation legally available for distribution to its stockholders, for each share of Series A Preferred Stock, the Original Issue Price, plus an amount equal to any Accumulated Dividends, if any, and Accrued Dividends, if any, to the date of payment, before any payment or distribution of assets is made to holders of the Junior Stock (such amounts, the “Liquidation Preference), subject to the election provided in section 6(C) hereof. Notwithstanding the foregoing sentence, it is understood and agreed that if any Deemed Liquidation Event or Liquidation Event occurs without the approval by the holders of the Series A Preferred Stock in accordance with Section 10 hereof or pursuant to clauses (iii), (iv) or (vi) (in the case of clause (vi), as a result of a change in law) of the definition of Deemed Liquidation Event, due to law or otherwise, then without limitation to their rights and remedies under these Articles Supplementary or otherwise, the holders of the Series A Preferred Stock will continue to retain their Series A Preferred Stock, which, for the avoidance of doubt, shall be an obligation or the Corporation and not any successor entity, including by way of merger, unless such holders make a written election within 20 Business Days of receipt of notice of such event from the Corporation to receive the Liquidation Preference. Upon the payment in full of the Liquidation Preference, the holders of the Series A Preferred Stock will have no right or claim to any remaining assets of the Corporation. (B) If, upon a Liquidation Event or a Deemed Liquidation Event, the assets of the Corporation available for distribution to the holders of the Series A Preferred Stock shall be insufficient to permit payment in full to the holders the sums that such holders are entitled to receive in such case, then all of the assets available for distribution to the holders of the Series A Preferred Stock shall be distributed among and paid to the holders of the Series A Preferred Stock ratably in proportion to the respective amounts that would be payable to such holders if such assets were sufficient to permit payment in full. (C) The Corporation shall provide the holders of the Series A Preferred Stock with written notice of any Liquidation Event or Deemed Liquidation Event pursuant to clauses (i), (ii), (v) or (vii) of the definition thereof not less than 20 Business Days prior to the consummation of such transaction and as soon as reasonably practicable following the Corporation’s knowledge of the occurrence of any other Deemed Liquidation Event. In addition to the election provided to holders of Series A Preferred Stock to retain their Series Preferred Stock, if applicable under Section 6(A) hereof, the holders of the Series A Preferred Stock may elect in their sole discretion no later than 5 Business Days prior to the consummation of a Liquidation Event or Deemed Liquidation Event pursuant to clauses (i), (ii), (v) or (vii) of the definition thereof to convert their shares of Series A Preferred Stock pursuant to Section 7 into Common Stock immediately prior to (and subject to the consummation of) such Liquidation Event or Deemed Liquidation Event and share in the proceeds and other consideration of the Liquidation Event or Deemed Liquidation Event as holders of Common Stock in lieu of the Liquidation Preference. For the avoidance of doubt, if no election is made pursuant to this Section 6(C) to convert their shares of Series A Preferred Stock pursuant to Section 7 into Common Stock, each holder of the Series A Preferred Shares shall be entitled to receive, prior and in preference to any distribution of any of Stock will receive the assets Liquidation Preference or funds of the Company to the holders of any other class of shares of the Company ranked junior to the will retain their Series A Preferred Shares (including Stock, as applicable, in accordance with Section 6(A) hereof. For the Ordinary Shares) by reason avoidance of such holder’s ownership thereofdoubt, the greater of: (A) the sum of (x) the Series A Preferred Shares Purchase Price (as adjusted for any share dividends, combinations, splits, recapitalizations or the like on, of or affecting the Series A Preferred Shares), for each Series A Preferred Share then held by such holder and (y) any and all declared but unpaid dividends on each such Series A Preferred Shares and (B) such amount per Series A Preferred Share as would have been payable had all Series A Preferred Shares been converted into Ordinary Shares immediately prior to such liquidation, dissolution or winding up (such amount payable, the “Liquidation Preference”). If, upon the occurrence of such event, the assets and funds thus distributed among the holders of the Series A Preferred Shares shall be insufficient Stock may elect in their sole discretion at any time to permit the payment to such holders of the full Liquidation Preference, then the entire assets and funds of the Company legally available for distribution shall be distributed pro rata among the holders of the Series A Preferred Shares in proportion to the Liquidation Preference each such holder is otherwise entitled to receive. If any holder convert their shares of Series A Preferred Shares shall be deemed to have converted Series A Preferred Shares Stock into Ordinary Shares Common Stock pursuant to this paragraphSection 7, then such holder shall not be entitled including in the case of an event pursuant to receive any distribution that would otherwise be made to holders of Series A Preferred Shares that have not converted (or have not been deemed to have converted) into Ordinary Shares. (ii) After the payment of the Liquidation Preference to the holders of the Series A Preferred Shares, the remaining assets shall be distributed ratably to the holders of the Ordinary Shares. clauses (iii) Unless the holders of a majority of the Series A Preferred Shares then outstanding shall elect or determine otherwise by written consent), a consolidation or merger of the Company with or into any other Person in which the holders of the Shares as of immediately prior to such merger or consolidation do not continue to hold at least a fifty percent (50%) interest in the surviving entity or a Trade Sale shall be deemed to be a liquidation for purposes of payment of the Liquidation Preference and shall entitle the holders of the Series A Preferred Shares to receive in cash, securities or other property (with any non-cash amounts being valued as provided in Article 7(c)(iv)) in the amounts specified in Article 7(c)(i) and (ii). (iv) Subject to the following provisions of this Article 7(c)(iv), the value of any assets, securities or other property (other than cashvi) to be received by the Members pursuant to Articles 7(c)(i), 7(c)(ii) and/or 7(c)(iii), shall be equal to the fair market value thereof, as determined in good faith by the Board, if any (taking into account, if applicable, any restrictions on the free marketability of such assets, securities or other property, arising under applicable securities laws or otherwise, other than restrictions arising solely by virtue of a Member’s status as an Affiliate of the Company or the entity surviving or resulting from a change definition of control of the Company), except that any securities to be distributed to Members of the Company in any liquidation, dissolution or winding up of the Company, whether voluntary or involuntary, or a change of control of the Company, shall be valued as followsDeemed Liquidation Event. (A) The method of valuation of securities not subject to investment letter or other similar restrictions on free marketability shall be as follows: (I) if the securities are then traded on a Recognised Stock Exchange (or a similar national quotation system), then the value shall be deemed to be the average of the closing prices of the securities on such exchange or system over the 30-day period ending three (3) days prior to the distribution; (II) if the securities are then actively traded over-the-counter, then the value shall be deemed to be the average of the closing bid or sale prices (whichever is applicable) over the 30-day period ending three (3) days prior to the distribution; and (III) if there is no active public market for the securities, then the value shall be the fair market value thereof, as determined in good faith by the Board. (B) The method of valuation of securities subject to investment letter or other restrictions on free marketability shall be to make an appropriate discount from the market value determined as above in subparagraphs (A)(I), (A)(II), or (A)(III) of this Article 7(c)(iv) to reflect the approximate fair market value thereof, as determined in good faith by the Board.

Liquidation Preference. (ia) In Upon any voluntary or involuntary liquidation, dissolution or winding up of the event Corporation, before any payment or distribution by the Corporation shall be made to or set apart for the holders of any shares of Junior Stock, the holders of shares of the Series 1 Preferred Stock shall be entitled to be paid out of the assets of the Corporation that are legally available for distribution to the stockholders, a liquidation preference equal to the Stated Value per share (the "Liquidation Preference"), plus an amount equal to all accumulated, accrued and unpaid dividends (whether or not declared) to and including the date of payment. Until the holders of the Series 1 Preferred Stock have been paid the Liquidation Preference in full, plus an amount equal to all accumulated, accrued and unpaid dividends (whether or not earned or declared) to the date of final distribution to such holders, no payment will be made to any holder of Junior Stock upon the liquidation, dissolution or winding up of the Corporation. If upon the voluntary or involuntary liquidation, dissolution or winding up of the Corporation, the available assets of the Corporation, or proceeds thereof, distributable among the holders of the Series 1 Preferred Stock shall be insufficient to pay in full the above described Liquidation Preference and the liquidating payments on any shares of any class or series of Parity Stock, then such assets, or the proceeds thereof, shall be distributed among the holders of the Series 1 Preferred Stock and any such Parity Stock ratably in the same proportion as the respective amounts that would be payable on such Series 1 Preferred Stock and any such Parity Stock if all amounts payable thereon were paid in full. After payment of the full amount of the Liquidation Preference to which they are entitled, the holders of the Series 1 Preferred Stock shall have no right or claim to any of the remaining assets of the Corporation. (b) Upon any liquidation, dissolution or winding up of the CompanyCorporation, whether voluntary or involuntary, each holder of the Series A Preferred Shares after payment shall be entitled to receive, prior and in preference to any distribution of any of the assets or funds of the Company to the holders of any other class of shares of the Company ranked junior to the Series A Preferred Shares (including the Ordinary Shares) by reason of such holder’s ownership thereof, the greater of: (A) the sum of (x) the Series A Preferred Shares Purchase Price (as adjusted for any share dividends, combinations, splits, recapitalizations or the like on, of or affecting the Series A Preferred Shares), for each Series A Preferred Share then held by such holder and (y) any and all declared but unpaid dividends on each such Series A Preferred Shares and (B) such amount per Series A Preferred Share as would have been payable had all Series A Preferred Shares been converted into Ordinary Shares immediately prior to such liquidation, dissolution or winding up (such amount payable, the “Liquidation Preference”). If, upon the occurrence of such event, the assets and funds thus distributed among the holders of the Series A Preferred Shares shall be insufficient to permit the payment to such holders of the made in full Liquidation Preference, then the entire assets and funds of the Company legally available for distribution shall be distributed pro rata among the holders of the Series A Preferred Shares in proportion to the Liquidation Preference each such holder is otherwise entitled to receive. If any holder of Series A Preferred Shares shall be deemed to have converted Series A Preferred Shares into Ordinary Shares pursuant to this paragraph, then such holder shall not be entitled to receive any distribution that would otherwise be made to holders of Series A Preferred Shares that have not converted (or have not been deemed to have converted) into Ordinary Shares. (ii) After the payment of the Liquidation Preference to the holders of the Series A 1 Preferred SharesStock and any Parity Stock, the remaining assets holders of any classes or series of Junior Stock shall be distributed ratably entitled to receive any and all assets of the Corporation remaining to be paid or distributed, and the holders of the Ordinary SharesSeries 1 Preferred Stock and any Parity Stock shall not be entitled to share therein. (iiic) Unless the holders of a majority of the Series A Preferred Shares then outstanding shall elect or determine otherwise by written consent, a The consolidation or merger of the Company Corporation with or into any other Person in which corporation, trust or entity or of any other corporation, trust or entity with or into the holders Corporation, or the sale or transfer of all or substantially all of the Shares as assets or business of immediately prior to such merger or consolidation do not continue to hold at least a fifty percent (50%) interest in the surviving entity Corporation or a Trade Sale statutory share exchange, shall not be deemed to be constitute a liquidation for purposes of payment of the Liquidation Preference and shall entitle the holders of the Series A Preferred Shares to receive in cash, securities voluntary or other property (with any non-cash amounts being valued as provided in Article 7(c)(iv)) in the amounts specified in Article 7(c)(i) and (ii). (iv) Subject to the following provisions of this Article 7(c)(iv), the value of any assets, securities or other property (other than cash) to be received by the Members pursuant to Articles 7(c)(i), 7(c)(ii) and/or 7(c)(iii), shall be equal to the fair market value thereof, as determined in good faith by the Board, if any (taking into account, if applicable, any restrictions on the free marketability of such assets, securities or other property, arising under applicable securities laws or otherwise, other than restrictions arising solely by virtue of a Member’s status as an Affiliate of the Company or the entity surviving or resulting from a change of control of the Company), except that any securities to be distributed to Members of the Company in any involuntary liquidation, dissolution or winding up of the Company, whether Corporation. A Listing Event shall not be deemed to constitute a voluntary or involuntaryinvoluntary liquidation, dissolution or a change of control winding up of the Company, shall be valued as followsCorporation. (Ad) The method of valuation of securities not subject to investment letter In determining whether a distribution (other than upon voluntary or involuntary liquidation), by dividend, redemption or other similar restrictions on free marketability shall acquisition of shares of stock of the Corporation or otherwise, is permitted under the Maryland General Corporation Law, amounts that would be as follows: (I) needed, if the securities are then traded on a Recognised Stock Exchange (or a similar national quotation system), then the value shall be deemed Corporation were to be dissolved at the average time of distribution, to satisfy the preferential rights upon dissolution of holders of shares of the closing prices of the securities on such exchange or system over the 30-day period ending three (3) days prior Series 1 Preferred Stock shall not be added to the distribution; (II) if the securities are then actively traded over-the-counter, then the value shall be deemed to be the average of the closing bid or sale prices (whichever is applicable) over the 30-day period ending three (3) days prior to the distribution; and (III) if there is no active public market for the securities, then the value shall be the fair market value thereof, as determined in good faith by the BoardCorporation's total liabilities. (B) The method of valuation of securities subject to investment letter or other restrictions on free marketability shall be to make an appropriate discount from the market value determined as above in subparagraphs (A)(I), (A)(II), or (A)(III) of this Article 7(c)(iv) to reflect the approximate fair market value thereof, as determined in good faith by the Board.

Liquidation Preference. (i) In Upon any voluntary or involuntary liquidation, dissolution or winding up of the event affairs of the Partnership, the holders of the Series B Preferred Units are entitled to be paid out of the assets of the Partnership legally available for distribution to its Partners a liquidation preference of (x) $25 per Series B Preferred Unit (the “Series B Base Liquidation Preference”), plus an amount equal to all accumulated and unpaid distributions to, but not including, the date of the redemption, in cash or property at its fair market value as determined by the General Partner before any distribution of assets is made to Common Units or Junior Preferred Units. (j) If upon any liquidation, dissolution or winding up of the CompanyPartnership, whether voluntary or involuntary, each holder the assets of the Series A Preferred Shares shall be entitled to receivePartnership, prior and in preference to any distribution of any of the assets or funds of the Company to proceeds thereof, distributable among the holders of Series B Preferred Units shall be insufficient to pay in full the above described preferential amount and liquidating payments on any other class or series of shares of Parity Preferred Units, then such assets, or the Company ranked junior to the Series A Preferred Shares (including the Ordinary Shares) by reason of such holder’s ownership proceeds thereof, the greater of: (A) the sum of (x) the Series A Preferred Shares Purchase Price (as adjusted for any share dividends, combinations, splits, recapitalizations or the like on, of or affecting the Series A Preferred Shares), for each Series A Preferred Share then held by such holder and (y) any and all declared but unpaid dividends on each such Series A Preferred Shares and (B) such amount per Series A Preferred Share as would have been payable had all Series A Preferred Shares been converted into Ordinary Shares immediately prior to such liquidation, dissolution or winding up (such amount payable, the “Liquidation Preference”). If, upon the occurrence of such event, the assets and funds thus shall be distributed among the holders of Series B Preferred Units and any such other Parity Preferred Units ratably in the Series A Preferred Shares shall be insufficient to permit same proportion as the payment to such holders of the full Liquidation Preference, then the entire assets and funds of the Company legally available for distribution shall be distributed pro rata among the holders of the Series A Preferred Shares in proportion to the Liquidation Preference each such holder is otherwise entitled to receive. If any holder of Series A Preferred Shares shall be deemed to have converted Series A Preferred Shares into Ordinary Shares pursuant to this paragraph, then such holder shall not be entitled to receive any distribution respective amounts that would otherwise be made to holders of payable on such Series A B Preferred Shares that have not converted (or have not been deemed to have converted) into Ordinary SharesUnits and any such other Parity Preferred Units if all amounts payable thereon were paid in full. (iik) After the payment of the Liquidation Preference to the holders of the Series A Preferred Shares, the remaining assets shall be distributed ratably to the holders of the Ordinary Shares. (iii) Unless the holders of a majority of the Series A Preferred Shares then outstanding shall elect or determine otherwise by written consent, a consolidation or merger of the Company with or into any other Person in which the holders of the Shares as of immediately prior to such merger or consolidation do not continue to hold at least a fifty percent (50%) interest in the surviving entity or a Trade Sale shall be deemed to be a liquidation for purposes of payment of the Liquidation Preference and shall entitle the holders of the Series A Preferred Shares to receive in cash, securities or other property (with any non-cash amounts being valued as provided in Article 7(c)(iv)) in the amounts specified in Article 7(c)(i) and (ii). (iv) Subject to the following provisions of this Article 7(c)(iv), the value of any assets, securities or other property (other than cash) to be received by the Members pursuant to Articles 7(c)(i), 7(c)(ii) and/or 7(c)(iii), shall be equal to the fair market value thereof, as determined in good faith by the Board, if any (taking into account, if applicable, any restrictions on the free marketability of such assets, securities or other property, arising under applicable securities laws or otherwise, other than restrictions arising solely by virtue of a Member’s status as an Affiliate of the Company or the entity surviving or resulting from a change of control of the Company), except that any securities to be distributed to Members of the Company in Upon any liquidation, dissolution or winding up of the CompanyPartnership, whether voluntary after payment shall have been made in full to the holders of the Series B Preferred Units and any Parity Preferred Units, any other series or involuntaryclass or classes of Junior Preferred Units shall be entitled to receive any and all assets remaining to be paid or distributed, and the holders of the Series B Preferred Units and any Parity Preferred Units shall not be entitled to share therein. (l) None of a consolidation or merger of the Partnership with or into another entity, a merger of another entity with or into the Partnership, or a change sale, lease or conveyance of control all or substantially all of the Company, Partnership’s property or business shall be valued as follows. (A) The method of valuation of securities not subject to investment letter considered a liquidation, dissolution or other similar restrictions on free marketability shall be as follows: (I) if the securities are then traded on a Recognised Stock Exchange (or a similar national quotation system), then the value shall be deemed to be the average winding up of the closing prices affairs of the securities on such exchange or system over the 30-day period ending three (3) days prior to the distribution; (II) if the securities are then actively traded over-the-counter, then the value shall be deemed to be the average of the closing bid or sale prices (whichever is applicable) over the 30-day period ending three (3) days prior to the distribution; and (III) if there is no active public market for the securities, then the value shall be the fair market value thereof, as determined in good faith by the BoardPartnership. (B) The method of valuation of securities subject to investment letter or other restrictions on free marketability shall be to make an appropriate discount from the market value determined as above in subparagraphs (A)(I), (A)(II), or (A)(III) of this Article 7(c)(iv) to reflect the approximate fair market value thereof, as determined in good faith by the Board.

Liquidation Preference. (ia) Each 8.00% Cumulative Redeemable Preferred Unit shall be entitled to a liquidation preference of $30.00 per 8.00% Cumulative Redeemable Preferred Unit (“Liquidation Preference”). (b) In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Company, whether voluntary or involuntary, each holder Operating Partnership pursuant to Article VIII of the Series A Partnership Agreement, the holders of 8.00% Cumulative Redeemable Preferred Shares Units then outstanding shall be entitled to receive, prior and in preference to any distribution of any be paid out of the assets or funds of the Company Operating Partnership available for distribution, after and subject to the payment in full of all amounts required to be distributed to the holders of Senior Units, but before any other class of shares of the Company ranked junior to the Series A Preferred Shares (including the Ordinary Shares) by reason of such holder’s ownership thereof, the greater of: (A) the sum of (x) the Series A Preferred Shares Purchase Price (as adjusted for any share dividends, combinations, splits, recapitalizations or the like on, of or affecting the Series A Preferred Shares), for each Series A Preferred Share then held by such holder and (y) any and all declared but unpaid dividends on each such Series A Preferred Shares and (B) such amount per Series A Preferred Share as would have been payable had all Series A Preferred Shares been converted into Ordinary Shares immediately prior to such liquidation, dissolution or winding up (such amount payable, the “Liquidation Preference”). If, upon the occurrence of such event, the assets and funds thus distributed among the holders of the Series A Preferred Shares payment shall be insufficient to permit the payment to such holders of the full Liquidation Preference, then the entire assets and funds of the Company legally available for distribution shall be distributed pro rata among the holders of the Series A Preferred Shares in proportion to the Liquidation Preference each such holder is otherwise entitled to receive. If any holder of Series A Preferred Shares shall be deemed to have converted Series A Preferred Shares into Ordinary Shares pursuant to this paragraph, then such holder shall not be entitled to receive any distribution that would otherwise be made to holders of Series A Preferred Shares that have not converted (or have not been deemed to have converted) into Ordinary Shares. (ii) After the payment of the Liquidation Preference to the holders of the Series A Preferred SharesJunior Units, the remaining assets shall be distributed ratably to the holders of the Ordinary Shares. (iii) Unless the holders of a majority of the Series A Preferred Shares then outstanding shall elect or determine otherwise by written consent, a consolidation or merger of the Company with or into any other Person in which the holders of the Shares as of immediately prior to such merger or consolidation do not continue to hold at least a fifty percent (50%) interest in the surviving entity or a Trade Sale shall be deemed to be a liquidation for purposes of payment of the Liquidation Preference and shall entitle the holders of the Series A Preferred Shares to receive in cash, securities or other property (with any non-cash amounts being valued as provided in Article 7(c)(iv)) in the amounts specified in Article 7(c)(i) and (ii). (iv) Subject to the following provisions of this Article 7(c)(iv), the value of any assets, securities or other property (other than cash) to be received by the Members pursuant to Articles 7(c)(i), 7(c)(ii) and/or 7(c)(iii), shall be an amount equal to the fair market value thereofaggregate Liquidation Preference of the 8.00% Cumulative Redeemable Preferred Units held by such holder, as determined in good faith by the Boardplus an amount equal to accrued and unpaid distributions thereon, if any. If upon any (taking into account, if applicable, any restrictions on the free marketability of such assets, securities or other property, arising under applicable securities laws or otherwise, other than restrictions arising solely by virtue of a Member’s status as an Affiliate of the Company or the entity surviving or resulting from a change of control of the Company), except that any securities to be distributed to Members of the Company in any liquidation, dissolution or winding up of the Company, whether voluntary or involuntary, or a change of control Operating Partnership the remaining assets of the CompanyOperating Partnership available for the distribution after payment in full of amounts required to be paid or distributed to holders of Senior Units shall be insufficient to pay the holders of the 8.00% Cumulative Redeemable Preferred Units the full amount to which they shall be entitled, the holders of the 8.00% Cumulative Redeemable Preferred Units, and the holders of any series of Parity Units, shall be valued as follows. (A) The method share ratably with other holders of valuation of securities not subject to investment letter or other similar restrictions on free marketability shall be as follows: (I) if the securities are then traded on a Recognised Stock Exchange (or a similar national quotation system), then the value shall be deemed to be the average Parity Units in any distribution of the closing prices remaining assets and funds of the securities on such exchange or system over the 30-day period ending three (3) days prior Operating Partnership in proportion to the distribution; (II) if respective amounts which would otherwise be payable in respect to the securities are then actively traded over-the-counter, then the value shall be deemed to be the average Parity Units held by each of the closing bid said holders upon such distribution if all amounts payable on or sale prices (whichever is applicable) over with respect to said Parity Units were paid in full. After payment in full of the 30-day period ending three (3) days prior Liquidation Preference and accumulated and unpaid distributions to which they are entitled, the distribution; and (III) if there is no active public market for holders of 8.00% Cumulative Redeemable Preferred Units shall not be entitled to any further participation in any distribution of the securities, then assets of the value shall be the fair market value thereof, as determined in good faith by the BoardOperating Partnership. (B) The method of valuation of securities subject to investment letter or other restrictions on free marketability shall be to make an appropriate discount from the market value determined as above in subparagraphs (A)(I), (A)(II), or (A)(III) of this Article 7(c)(iv) to reflect the approximate fair market value thereof, as determined in good faith by the Board.

Liquidation Preference. (iA) In the event of any liquidation, dissolution or winding up of the CompanyPartnership, whether voluntary or involuntary, each before any payment or distribution of the assets of the Partnership shall be made to or set apart for the holders of Junior Units, the General Partner, in its capacity as holder of the Series A B Preferred Shares Units, shall be entitled to receivereceive Twenty Eight Dollars and Fifty Cents ($28.50) (the "Series B Liquidation PreferencE") per Series B Preferred Unit plus an amount equal to all distributions (whether or not earned or declared) accumulated, prior accrued and unpaid thereon to the date of final distribution to the General Partner, in preference its capacity as such holder; but the General Partner, in its capacity as the holder of Series B Preferred Units shall not be entitled to any further payment; provided that the distribution payable with respect to the Distribution Period containing the date of any final distribution shall be equal to the greater of (i) the distribution provided in clause (a) of the assets first sentence of Section 2(A) or funds (ii) the distribution determined pursuant to clause (b) of the Company to first sentence of Section 2(A) for the preceding Distribution Period. Until the holders of Series B Preferred Units have been paid, the Series B Liquidation Preference in full, no payment will be made to any other class holder of shares Junior Units upon the liquidation, dissolution, or winding up of the Company ranked junior to the Series A Preferred Shares (including the Ordinary Shares) by reason of such holder’s ownership thereofGeneral Partner. If, the greater of: (A) the sum of (x) the Series A Preferred Shares Purchase Price (as adjusted for upon any share dividends, combinations, splits, recapitalizations or the like on, of or affecting the Series A Preferred Shares), for each Series A Preferred Share then held by such holder and (y) any and all declared but unpaid dividends on each such Series A Preferred Shares and (B) such amount per Series A Preferred Share as would have been payable had all Series A Preferred Shares been converted into Ordinary Shares immediately prior to such liquidation, dissolution or winding up (such amount payable, of the “Liquidation Preference”). If, upon the occurrence of such eventPartnership, the assets and funds thus distributed among the holders of the Partnership, or proceeds thereof, distributable to the General Partner, in its capacity as the holder of Series A B Preferred Shares Units, shall be insufficient to permit pay in full the payment to such holders preferential amount aforesaid and liquidating payments on any other class or series of the full Liquidation PreferenceParity Units, then such assets, or the entire assets and funds of the Company legally available for distribution proceeds thereof, shall be distributed pro rata among the General Partner, in its capacity as the holder of such Series B Preferred Units, and the holders of such other Parity Units ratably in accordance with the Series A Preferred Shares in proportion to the Liquidation Preference each such holder is otherwise entitled to receive. If any holder of Series A Preferred Shares shall be deemed to have converted Series A Preferred Shares into Ordinary Shares pursuant to this paragraph, then such holder shall not be entitled to receive any distribution respective amounts that would otherwise be made to holders payable on such Series B Preferred Units and such other Parity Units if all amounts payable thereon were paid in full. For the purposes of Series A Preferred Shares that have not converted this Section 3, (or have not been deemed to have convertedx) into Ordinary Shares. (ii) After the payment of the Liquidation Preference to the holders of the Series A Preferred Shares, the remaining assets shall be distributed ratably to the holders of the Ordinary Shares. (iii) Unless the holders of a majority of the Series A Preferred Shares then outstanding shall elect or determine otherwise by written consent, a consolidation or merger of the Company Partnership with one or into any more partnerships, limited liability companies, corporations, real estate investment trusts or other Person in which the holders entities and (y) a sale, lease or conveyance of all or substantially all of the Shares as of immediately prior to such merger Partnership's property or consolidation do business shall not continue to hold at least a fifty percent (50%) interest in the surviving entity or a Trade Sale shall be deemed to be a liquidation for purposes of payment liquidation, dissolution or winding up, voluntary or involuntary, of the Liquidation Preference and shall entitle the holders of the Series A Preferred Shares to receive in cash, securities or other property (with any non-cash amounts being valued as provided in Article 7(c)(iv)) in the amounts specified in Article 7(c)(i) and (ii)Partnership. (ivB) Subject to the following provisions rights of this Article 7(c)(iv), the value holders of Partnership Units of any assets, securities or other property (other than cash) to be received by the Members pursuant to Articles 7(c)(i), 7(c)(ii) and/or 7(c)(iii), shall be equal to the fair market value thereof, as determined in good faith by the Board, if any (taking into account, if applicable, any restrictions on the free marketability of such assets, securities or other property, arising under applicable securities laws or otherwise, other than restrictions arising solely by virtue of a Member’s status as an Affiliate of the Company or the entity surviving or resulting from a change of control of the Company), except that any securities to be distributed to Members of the Company in Parity Units upon any liquidation, dissolution or winding up of the CompanyPartnership, whether voluntary or involuntaryafter payment shall have been made in full to the General Partner, or a change of control in its capacity as the holder of the CompanySeries B Preferred Units, as provided in this Section 3, any other series or class or classes of Junior Units shall, subject to any respective terms and provisions applying thereto, be entitled to receive any and all assets remaining to be paid or distributed, and the General Partner, in its capacity as the holder of the Series B Preferred Units, shall not be valued as followsentitled to share therein. (A) The method of valuation of securities not subject to investment letter or other similar restrictions on free marketability shall be as follows: (I) if the securities are then traded on a Recognised Stock Exchange (or a similar national quotation system), then the value shall be deemed to be the average of the closing prices of the securities on such exchange or system over the 30-day period ending three (3) days prior to the distribution; (II) if the securities are then actively traded over-the-counter, then the value shall be deemed to be the average of the closing bid or sale prices (whichever is applicable) over the 30-day period ending three (3) days prior to the distribution; and (III) if there is no active public market for the securities, then the value shall be the fair market value thereof, as determined in good faith by the Board. (B) The method of valuation of securities subject to investment letter or other restrictions on free marketability shall be to make an appropriate discount from the market value determined as above in subparagraphs (A)(I), (A)(II), or (A)(III) of this Article 7(c)(iv) to reflect the approximate fair market value thereof, as determined in good faith by the Board.

Liquidation Preference. (ia) In the event of Upon any liquidation, dissolution or winding up liquidation of the CompanyPartnership, whether voluntary or involuntary, each holder the holders of the Series A B Preferred Shares shall be Units are entitled to receive, prior and in preference to any distribution of any be paid out of the assets or funds of the Company Partnership legally available for distribution to the holders of any other class of shares of the Company ranked junior its Partners a liquidation preference equal to the Series A Preferred Shares (including the Ordinary Shares) by reason of such holder’s ownership thereof, the greater of: (A) the sum of (xi) the $25.00 per Series A B Preferred Shares Purchase Price (as adjusted for any share dividendsUnit, combinations, splits, recapitalizations or the like on, of or affecting the Series A Preferred Shares), for each Series A Preferred Share then held by such holder and (yii) an amount equal to all accumulated and unpaid distributions up to and including the date of the redemption, in cash or property at its fair market value as determined by the General Partner before any and all declared but unpaid dividends on each such distribution of assets is made with respect to OP Units or other Partnership Units ranking junior to Series A B Preferred Shares and Units with respect to distribution rights or rights upon liquidation of the Partnership. (Bb) such amount per Series A Preferred Share as would have been payable had all Series A Preferred Shares been converted into Ordinary Shares immediately prior to such liquidation, dissolution or winding up (such amount payable, If upon any liquidation of the “Liquidation Preference”). If, upon the occurrence of such eventPartnership, the assets of the Partnership, or proceeds thereof, distributable among the holders of Series B Preferred Units shall be insufficient to pay in full the preferential amount and funds thus liquidating payments on any other class or series of Preferred Parity Units, then such assets, or the proceeds thereof, shall be distributed among the holders of Series B Preferred Units and any such other Preferred Parity Units ratably in the same proportion as the respective amounts that would be payable on such Series B Preferred Units and any such other Preferred Parity Units if all amounts payable thereon were paid in full. (c) Written notice of any such liquidation of the Partnership, stating the payment date or dates when, and the place or places where, the amounts distributable in such circumstances shall be payable, shall be given by first class mail, postage pre-paid, not less than 30 nor more than 60 days prior to the payment date stated therein, to each holder of Series B Preferred Units at the respective addresses of such holders as the same shall appear on the records of the Partnership. (d) Upon the liquidation of the Partnership, after payment shall have been made in full in respect of the Series A B Preferred Shares shall be insufficient to permit the payment to such holders of the full Liquidation PreferenceUnits, then the entire assets and funds of the Company legally available for distribution shall be distributed pro rata among the holders of the Series A B Preferred Shares in proportion to the Liquidation Preference each such holder is otherwise entitled to receive. If any holder of Series A Preferred Shares shall be deemed to have converted Series A Preferred Shares into Ordinary Shares pursuant to this paragraph, then such holder Units shall not be entitled to receive any distribution that would otherwise be made to holders further amounts in respect of Series A B Preferred Shares that have not converted (or have not been deemed to have converted) into Ordinary SharesUnits. (iie) After the payment None of the Liquidation Preference to the holders of the Series A Preferred Shares, the remaining assets shall be distributed ratably to the holders of the Ordinary Shares. (iii) Unless the holders of a majority of the Series A Preferred Shares then outstanding shall elect or determine otherwise by written consent, a consolidation or merger of the Company Partnership with or into any other Person in which another entity, a merger of another entity with or into the holders Partnership, a sale, lease or conveyance of all or substantially all of the Shares as of immediately prior to such merger or consolidation do not continue to hold at least a fifty percent (50%) interest in the surviving entity or a Trade Sale Partnership’s property shall be deemed to be considered a liquidation of the affairs of the Partnership for purposes of payment of the Liquidation Preference and shall entitle the holders of the Series A Preferred Shares to receive in cash, securities or other property (with any non-cash amounts being valued as provided in Article 7(c)(iv)) in the amounts specified in Article 7(c)(i) and (ii)this Section 5. (iv) Subject to the following provisions of this Article 7(c)(iv), the value of any assets, securities or other property (other than cash) to be received by the Members pursuant to Articles 7(c)(i), 7(c)(ii) and/or 7(c)(iii), shall be equal to the fair market value thereof, as determined in good faith by the Board, if any (taking into account, if applicable, any restrictions on the free marketability of such assets, securities or other property, arising under applicable securities laws or otherwise, other than restrictions arising solely by virtue of a Member’s status as an Affiliate of the Company or the entity surviving or resulting from a change of control of the Company), except that any securities to be distributed to Members of the Company in any liquidation, dissolution or winding up of the Company, whether voluntary or involuntary, or a change of control of the Company, shall be valued as follows. (A) The method of valuation of securities not subject to investment letter or other similar restrictions on free marketability shall be as follows: (I) if the securities are then traded on a Recognised Stock Exchange (or a similar national quotation system), then the value shall be deemed to be the average of the closing prices of the securities on such exchange or system over the 30-day period ending three (3) days prior to the distribution; (II) if the securities are then actively traded over-the-counter, then the value shall be deemed to be the average of the closing bid or sale prices (whichever is applicable) over the 30-day period ending three (3) days prior to the distribution; and (III) if there is no active public market for the securities, then the value shall be the fair market value thereof, as determined in good faith by the Board. (B) The method of valuation of securities subject to investment letter or other restrictions on free marketability shall be to make an appropriate discount from the market value determined as above in subparagraphs (A)(I), (A)(II), or (A)(III) of this Article 7(c)(iv) to reflect the approximate fair market value thereof, as determined in good faith by the Board.

Liquidation Preference. (i) 4.1 In the event of any liquidation, dissolution or winding up of the CompanyPartnership, whether voluntary or involuntary, each holder before any payment or distribution of the Partnership (whether capital, surplus or otherwise) shall be made to or set apart for the holders of Series A 2017 Junior Partnership Units, the holders of Series 2017 Preferred Shares Units shall be entitled to receivereceive $10.00 per Series 2017 Preferred Unit (the “Series 2017 Liquidation Preference”), prior plus an amount per Series 2017 Preferred Unit equal to all distributions (whether or not declared or earned) accrued and in preference unpaid on the Series 2017 Preferred Unit; but such holders shall not be entitled to any distribution of any of the assets or funds of the Company to further payment. Until the holders of any other class of shares of the Company ranked junior Series 2017 Preferred Units have been paid the Series 2017 Liquidation Preference in full, plus an amount equal to all distributions (whether or not declared or earned) accrued and unpaid on the Series 2017 Preferred Unit to the Series A Preferred Shares (including the Ordinary Shares) by reason date of such holder’s ownership thereof, the greater of: (A) the sum of (x) the Series A Preferred Shares Purchase Price (as adjusted for any share dividends, combinations, splits, recapitalizations or the like on, of or affecting the Series A Preferred Shares), for each Series A Preferred Share then held by such holder and (y) any and all declared but unpaid dividends on each such Series A Preferred Shares and (B) such amount per Series A Preferred Share as would have been payable had all Series A Preferred Shares been converted into Ordinary Shares immediately prior final distribution to such holders, no payment shall be made to any holder of Series 2017 Junior Partnership Units upon the liquidation, dissolution or winding up (such amount payable, of the “Liquidation Preference”)Partnership. If, upon the occurrence of such event, the assets and funds thus distributed among the holders of the Series A Preferred Shares shall be insufficient to permit the payment to such holders of the full Liquidation Preference, then the entire assets and funds of the Company legally available for distribution shall be distributed pro rata among the holders of the Series A Preferred Shares in proportion to the Liquidation Preference each such holder is otherwise entitled to receive. If any holder of Series A Preferred Shares shall be deemed to have converted Series A Preferred Shares into Ordinary Shares pursuant to this paragraph, then such holder shall not be entitled to receive any distribution that would otherwise be made to holders of Series A Preferred Shares that have not converted (or have not been deemed to have converted) into Ordinary Shares. (ii) After the payment of the Liquidation Preference to the holders of the Series A Preferred Shares, the remaining assets shall be distributed ratably to the holders of the Ordinary Shares. (iii) Unless the holders of a majority of the Series A Preferred Shares then outstanding shall elect or determine otherwise by written consent, a consolidation or merger of the Company with or into any other Person in which the holders of the Shares as of immediately prior to such merger or consolidation do not continue to hold at least a fifty percent (50%) interest in the surviving entity or a Trade Sale shall be deemed to be a liquidation for purposes of payment of the Liquidation Preference and shall entitle the holders of the Series A Preferred Shares to receive in cash, securities or other property (with any non-cash amounts being valued as provided in Article 7(c)(iv)) in the amounts specified in Article 7(c)(i) and (ii). (iv) Subject to the following provisions of this Article 7(c)(iv), the value of any assets, securities or other property (other than cash) to be received by the Members pursuant to Articles 7(c)(i), 7(c)(ii) and/or 7(c)(iii), shall be equal to the fair market value thereof, as determined in good faith by the Board, if any (taking into account, if applicable, any restrictions on the free marketability of such assets, securities or other property, arising under applicable securities laws or otherwise, other than restrictions arising solely by virtue of a Member’s status as an Affiliate of the Company or the entity surviving or resulting from a change of control of the Company), except that any securities to be distributed to Members of the Company in any liquidation, dissolution or winding up of the CompanyPartnership, whether voluntary or involuntarythe assets of the Partnership, or a change proceeds thereof, distributable among the holders of control of Series 2017 Preferred Units shall be insufficient to pay in full the Companypreferential amount aforesaid and liquidating payments on any Series 2017 Parity Partnership Units, then such assets, or the proceeds thereof, shall be valued distributed among the holders of Series 2017 Preferred Units and any such Series 2017 Parity Partnership Units ratably in the same proportion as followsthe respective amounts that would be payable on such Series 2017 Preferred Units and any such other Series 2017 Parity Partnership Units if all amounts payable thereon were paid in full. (A) The method 4.2 Upon any liquidation, dissolution or winding up of valuation the Partnership, after payment shall have been made in full to the holders of securities not Series 2017 Preferred Units and any Series 2017 Parity Partnership Units, as provided in this Section 4, any other series or class or classes of Series 2017 Junior Partnership Units shall, subject to investment letter or other similar restrictions on free marketability shall the respective terms thereof, be as follows: (I) if the securities are then traded on a Recognised Stock Exchange (or a similar national quotation system), then the value shall be deemed entitled to receive any and all assets remaining to be paid or distributed, and the average holders of the closing prices of the securities on such exchange or system over the 30-day period ending three (3) days prior Series 2017 Preferred Units and any Series 2017 Parity Partnership Units shall not be entitled to the distribution; (II) if the securities are then actively traded over-the-counter, then the value shall be deemed to be the average of the closing bid or sale prices (whichever is applicable) over the 30-day period ending three (3) days prior to the distribution; and (III) if there is no active public market for the securities, then the value shall be the fair market value thereof, as determined in good faith by the Boardshare therein. (B) The method of valuation of securities subject to investment letter or other restrictions on free marketability shall be to make an appropriate discount from the market value determined as above in subparagraphs (A)(I), (A)(II), or (A)(III) of this Article 7(c)(iv) to reflect the approximate fair market value thereof, as determined in good faith by the Board.

Liquidation Preference. (ia) In the event of Upon any voluntary or involuntary liquidation, dissolution or winding up of the Company, whether voluntary or involuntaryCorporation, each Convertible Preference Share entitles the holder of the Series A Preferred Shares shall thereof to receive and to be entitled to receive, prior and in preference to any distribution of any paid out of the assets or funds of the Company Corporation available for distribution, before any distribution or payment may be made to a holder of any Class A Shares, any Class B Shares of the Corporation (the “Class B Shares”) or any other shares ranking junior as to capital to the holders of any other class of shares of the Company ranked junior Convertible Preference Shares, an amount per Convertible Preference Share equal to the Series A Preferred Shares greater of (including the Ordinary Shares) by reason of such holder’s ownership thereof, the greater of: (Ai) the sum of (x) the Series A Preferred Shares Purchase Price Base Liquidation Preference (as adjusted for any share dividends, combinations, splits, recapitalizations or the like on, of or affecting the Series A Preferred Sharesdefined below), for each Series A Preferred Share then held as increased by such holder and the Accretion Rate (yas defined below) any and all declared but unpaid dividends on each such Series A Preferred Shares and (B) such amount per Series A Preferred Share as would have been payable had all Series A Preferred Shares been converted into Ordinary Shares immediately prior from the most recent Quarterly Compounding Date to the date of such liquidation, dissolution or winding up (without duplication of changes to the Base Liquidation Preference as provided for in SECTION 2(b)) plus any accrued but unpaid Dividends with respect thereto, and (ii) an amount equal to the amount the holders of the Convertible Preference Shares would have received per Convertible Preference Share upon liquidation, dissolution or winding up of the Corporation had such holders converted their Convertible Preference Shares into Class A Shares immediately prior thereto, without giving effect to the limitations set forth in SECTION 5(b) and disregarding any rounding for fractional amounts (the greater of the amount payablein clause (i) and clause (ii), the “Liquidation Preference”). If, upon Notwithstanding the occurrence foregoing or anything in these Articles of such event, the assets and funds thus distributed among the holders of the Series A Preferred Shares shall be insufficient to permit the payment to such holders of the full Liquidation Preference, then the entire assets and funds of the Company legally available for distribution shall be distributed pro rata among the holders of the Series A Preferred Shares in proportion Amendment to the Liquidation Preference each such holder is otherwise entitled to receive. If any holder of Series A Preferred Shares shall be deemed to have converted Series A Preferred Shares into Ordinary Shares pursuant to this paragraphcontrary, then such holder shall not be entitled to receive any distribution that would otherwise be made to holders of Series A Preferred Shares that have not converted (or have not been deemed to have converted) into Ordinary Shares. (ii) After the payment of the Liquidation Preference to the holders of the Series A Preferred Shares, the remaining assets shall be distributed ratably to the holders of the Ordinary Shares. (iii) Unless the holders of a majority of the Series A Preferred Shares then outstanding shall elect or determine otherwise by written consent, a consolidation or merger of the Company with or into any other Person in which the holders of the Shares as of immediately prior to such merger or consolidation do not continue to hold at least a fifty percent (50%) interest in and conditioned upon the surviving entity or a Trade Sale shall be deemed to be a liquidation for purposes of payment of the Liquidation Preference and shall entitle the holders of the Series A Preferred Shares to receive in cash, securities or other property (with any non-cash amounts being valued as provided in Article 7(c)(iv)) in the amounts specified in Article 7(c)(i) and (ii). (iv) Subject to the following provisions of this Article 7(c)(iv), the value consummation of any assets, securities voluntary or other property (other than cash) to be received by the Members pursuant to Articles 7(c)(i), 7(c)(ii) and/or 7(c)(iii), shall be equal to the fair market value thereof, as determined in good faith by the Board, if any (taking into account, if applicable, any restrictions on the free marketability of such assets, securities or other property, arising under applicable securities laws or otherwise, other than restrictions arising solely by virtue of a Member’s status as an Affiliate of the Company or the entity surviving or resulting from a change of control of the Company), except that any securities to be distributed to Members of the Company in any involuntary liquidation, dissolution or winding up of the CompanyCorporation, whether voluntary or involuntary, or a change of control of the Company, shall be valued as follows. (A) The method of valuation of securities not subject to investment letter or other similar restrictions on free marketability shall be as follows: (I) if the securities are then traded on amount set forth in clause (i) above is greater than the amount set forth in clause (ii) above, any holder of outstanding Convertible Preference Shares shall have the right to convert its Convertible Preference Shares into Class A Shares by substituting the Fair Market Value of a Recognised Stock Exchange (or a similar national quotation system), then Class A Share for the value shall be deemed to be the average of the closing prices of the securities on such exchange or system over the 30then-day period ending three (3) days prior applicable Conversion Price and without giving effect to the distribution; (IIlimitations set forth in SECTION 5(b) if the securities are then actively traded over-the-counter, then the value shall be deemed to be the average of the closing bid or sale prices (whichever is applicable) over the 30-day period ending three (3) days prior to the distribution; and (III) if there is no active public market and disregarding any rounding for the securities, then the value shall be the fair market value thereof, as determined in good faith by the Boardfractional amounts. (B) The method of valuation of securities subject to investment letter or other restrictions on free marketability shall be to make an appropriate discount from the market value determined as above in subparagraphs (A)(I), (A)(II), or (A)(III) of this Article 7(c)(iv) to reflect the approximate fair market value thereof, as determined in good faith by the Board.

Liquidation Preference. (ia) In the event of any liquidation, dissolution dissolution, or winding up of the CompanyPartnership, whether voluntary or involuntary, each holder of the Series A Preferred Shares shall be entitled to receive, prior and in preference to before any payment or distribution of any of the assets or funds of the Company Partnership shall be made to or set apart for the holders of any other class or series of shares of the Company ranked Limited Partnership Interest ranking junior to the Series A B Preferred Shares (including the Ordinary Shares) by reason of such holder’s ownership thereofUnits, the greater of: (A) the sum of (x) Series B Holders shall be entitled to receive the Series A Preferred Shares Purchase Price (as adjusted for any share dividends, combinations, splits, recapitalizations or the like on, of or affecting the Series A Preferred Shares), for each Series A Preferred Share then held by such holder and (y) any and all declared but unpaid dividends on each such Series A Preferred Shares and (B) such amount per Series A Preferred Share as would have been payable had all Series A Preferred Shares been converted into Ordinary Shares immediately prior to such liquidation, dissolution or winding up (such amount payable, the “B Liquidation Preference”), plus an amount equal to all distributions declared and unpaid thereon to the date of final distribution. If, upon any such liquidation, dissolution, or winding up of the occurrence of such event, Partnership the assets and funds thus distributed among the holders of the Partnership, or proceeds thereof, distributable to the Series A Preferred Shares B Holders shall be insufficient to permit pay in full the payment preferential amount aforesaid as liquidating payments on any other Partnership Securities ranking on a parity with the Series B Preferred Units as to such holders of the full Liquidation Preferencedistribution, then such assets, or the entire assets and funds of the Company legally available for distribution proceeds thereof, shall be distributed pro rata among the Series B Preferred Units and the holders of any such other Partnership Securities ratably in accordance with the Series A Preferred Shares in proportion to the Liquidation Preference each such holder is otherwise entitled to receive. If any holder of Series A Preferred Shares shall be deemed to have converted Series A Preferred Shares into Ordinary Shares pursuant to this paragraph, then such holder shall not be entitled to receive any distribution respective amounts that would otherwise be made to holders payable on such Series B Preferred Units and any such other Partnership Securities if all amounts payable thereon were paid in full. For the purposes of Series A Preferred Shares that have not converted this Section 5, (or have not been deemed to have convertedi) into Ordinary Shares. (ii) After the payment of the Liquidation Preference to the holders of the Series A Preferred Shares, the remaining assets shall be distributed ratably to the holders of the Ordinary Shares. (iii) Unless the holders of a majority of the Series A Preferred Shares then outstanding shall elect or determine otherwise by written consent, a consolidation or merger of the Company Partnership or General Partner with one or into any other Person in which more entities, (ii) a statutory unit or share exchange by the holders Partnership or General Partner, and (iii) a sale or transfer of all or substantially all of the Shares as of immediately prior to such merger Partnership’s or consolidation do General Partner’s assets shall not continue to hold at least a fifty percent (50%) interest in the surviving entity or a Trade Sale shall be deemed to be a liquidation for purposes of payment liquidation, dissolution, or winding up, voluntary or involuntary, of the Liquidation Preference and shall entitle the holders Partnership or General Partner. In making liquidating distributions pursuant to any applicable provision of the Series A Preferred Shares to receive in cashAgreement, securities or other property (with any non-cash amounts being valued as provided in Article 7(c)(iv)) in the amounts specified in Article 7(c)(i) and (ii)General Partner shall take into account the provisions of this Section 5. (ivb) Subject to the following provisions rights of this Article 7(c)(iv), the value holders of Partnership Securities of any assets, securities series or other property (other than cash) to be received by the Members pursuant to Articles 7(c)(i), 7(c)(ii) and/or 7(c)(iii), shall be equal class ranking on a parity with or senior to the fair market value thereof, as determined in good faith by the Board, if any (taking into account, if applicable, any restrictions on the free marketability of such assets, securities or other property, arising under applicable securities laws or otherwise, other than restrictions arising solely by virtue of a Member’s status as an Affiliate of the Company or the entity surviving or resulting from a change of control of the Company), except that any securities to be distributed to Members of the Company in Series B Preferred Units upon any liquidation, dissolution dissolution, or winding up of the CompanyPartnership, whether voluntary after payment shall have been made in full to the Series B Holders as provided in this Section 5, any class or involuntaryseries of Limited Partnership Interest ranking junior to the Series B Preferred Units shall, or a change of control of the Company, shall be valued as follows. (A) The method of valuation of securities not subject to investment letter or other similar restrictions on free marketability shall any respective terms and provisions applying thereto, be as follows: (I) if the securities are then traded on a Recognised Stock Exchange (or a similar national quotation system), then the value shall be deemed entitled to receive any and all assets remaining to be paid or distributed, and the average of the closing prices of the securities on such exchange or system over the 30-day period ending three (3) days prior Series B Holders shall not be entitled to the distribution; (II) if the securities are then actively traded over-the-counter, then the value shall be deemed to be the average of the closing bid or sale prices (whichever is applicable) over the 30-day period ending three (3) days prior to the distribution; and (III) if there is no active public market for the securities, then the value shall be the fair market value thereof, as determined in good faith by the Boardshare therein. (B) The method of valuation of securities subject to investment letter or other restrictions on free marketability shall be to make an appropriate discount from the market value determined as above in subparagraphs (A)(I), (A)(II), or (A)(III) of this Article 7(c)(iv) to reflect the approximate fair market value thereof, as determined in good faith by the Board.

Liquidation Preference. (i) In the event of any liquidation, dissolution or winding up of the CompanyPartnership, whether voluntary or involuntary, each holder subject to the preferential rights of the holders of shares of any class or series of Senior Units, but before any payment or distribution of the assets of the Partnership shall be made to or set apart for the holders of Junior Units, the holders of the Series A Preferred Shares Units shall be entitled to receive, prior and in preference to any distribution of any of the assets or funds of the Company to the holders of any other class of shares of the Company ranked junior to the receive $100,000.00 per Series A Preferred Shares Unit (including the Ordinary Shares) by reason of such holder’s ownership thereof, the greater of: (A) the sum of (x) the Series A Preferred Shares Purchase Price (as adjusted for any share dividends, combinations, splits, recapitalizations or the like on, of or affecting the Series A Preferred Shares“Liquidation Preference”), for each Series A Preferred Share then held by such holder and (y) any and all declared but unpaid dividends on each such Series A Preferred Shares and (B) such plus an amount per Series A Preferred Share as would have been payable had Unit equal to all distributions (whether or not earned or declared) accumulated and unpaid thereon to, but not including, the date of final distribution to such holders; but such holders of the Series A Preferred Shares been converted into Ordinary Shares immediately prior Units shall not be entitled to any further payment. If, upon any such liquidation, dissolution or winding up (such amount payable, of the “Liquidation Preference”). If, upon the occurrence of such eventPartnership, the assets and funds thus distributed of the Partnership, or proceeds thereof, distributable among the holders of the Series A Preferred Shares Units shall be insufficient to permit pay in full the payment to such holders of the full Liquidation Preferencepreferential amount aforesaid and liquidating payments on any other Parity Preferred Units, then such assets, or the entire assets and funds of the Company legally available for distribution proceeds thereof, shall be distributed pro rata among the holders of the such Series A Preferred Shares Units and any such other Parity Preferred Units ratably in proportion to accordance with the Liquidation Preference each respective amounts that would be payable on such holder is otherwise entitled to receive. If any holder of Series A Preferred Shares Units and any such other Parity Preferred Units if all amounts payable thereon were paid in full. For the purposes of this Section C, a Sale Transaction shall not be deemed to have converted Series A Preferred Shares into Ordinary Shares pursuant to this paragraphbe a liquidation, then such holder shall not be entitled to receive any distribution that would otherwise be made to holders dissolution or winding up, voluntary or involuntary, of Series A Preferred Shares that have not converted (or have not been deemed to have converted) into Ordinary Sharesthe Partnership. (ii) After Subject to the payment rights of the Liquidation Preference to the holders of the Series A Parity Preferred SharesUnits, the remaining assets shall be distributed ratably to the holders of the Ordinary Shares. (iii) Unless the holders of a majority of the Series A Preferred Shares then outstanding shall elect or determine otherwise by written consent, a consolidation or merger of the Company with or into any other Person in which the holders of the Shares as of immediately prior to such merger or consolidation do not continue to hold at least a fifty percent (50%) interest in the surviving entity or a Trade Sale shall be deemed to be a liquidation for purposes of payment of the Liquidation Preference and shall entitle the holders of the Series A Preferred Shares to receive in cash, securities or other property (with any non-cash amounts being valued as provided in Article 7(c)(iv)) in the amounts specified in Article 7(c)(i) and (ii). (iv) Subject to the following provisions of this Article 7(c)(iv), the value of any assets, securities or other property (other than cash) to be received by the Members pursuant to Articles 7(c)(i), 7(c)(ii) and/or 7(c)(iii), shall be equal to the fair market value thereof, as determined in good faith by the Board, if any (taking into account, if applicable, any restrictions on the free marketability of such assets, securities or other property, arising under applicable securities laws or otherwise, other than restrictions arising solely by virtue of a Member’s status as an Affiliate of the Company or the entity surviving or resulting from a change of control of the Company), except that any securities to be distributed to Members of the Company in upon any liquidation, dissolution or winding up of the CompanyPartnership, whether voluntary or involuntary, or a change of control after payment shall have been made in full to the holders of the CompanySeries A Preferred Units, shall be valued as follows. (A) The method provided in this Section C, any series or class or classes of valuation of securities not Junior Units shall, subject to investment letter or other similar restrictions on free marketability shall any respective terms and provisions applying thereto, be as follows: (I) if the securities are then traded on a Recognised Stock Exchange (or a similar national quotation system), then the value shall be deemed entitled to receive any and all assets remaining to be paid or distributed, and the average holders of the closing prices of the securities on such exchange or system over the 30-day period ending three (3) days prior Series A Preferred Units shall not be entitled to the distribution; (II) if the securities are then actively traded over-the-counter, then the value shall be deemed to be the average of the closing bid or sale prices (whichever is applicable) over the 30-day period ending three (3) days prior to the distribution; and (III) if there is no active public market for the securities, then the value shall be the fair market value thereof, as determined in good faith by the Boardshare therein. (B) The method of valuation of securities subject to investment letter or other restrictions on free marketability shall be to make an appropriate discount from the market value determined as above in subparagraphs (A)(I), (A)(II), or (A)(III) of this Article 7(c)(iv) to reflect the approximate fair market value thereof, as determined in good faith by the Board.

Liquidation Preference. (ia) In the event of any liquidationLiquidation Event, dissolution or winding up of the Company, whether voluntary or involuntary, each holder of the Series A Preferred Shares shall Holders will be entitled to receive, prior and in preference to any distribution of to Junior Securities, but in parity with any of the assets or funds of the Company distribution to Parity Securities, an amount per share equal to the holders of any other class of shares of the Company ranked junior to the Series A Preferred Shares (including the Ordinary Shares) by reason of such holder’s ownership thereof, the greater of: (A) the sum of (x) the Series A Preferred Shares Purchase Issue Price (as adjusted for any share dividends, combinations, splits, recapitalizations or the like on, of or affecting the Series A Preferred Shares), for each Series A Preferred Share then held by such holder and (y) any and all declared but unpaid dividends on each such Series A Preferred Shares and (B) such amount per Series A Preferred Share as would have been payable had all Series A Preferred Shares been converted into Ordinary Shares immediately prior to such liquidation, dissolution or winding up (such amount payable, the “Liquidation Preference”)Per Share. If, upon the occurrence of such eventa Liquidation Event, the assets and funds thus available to be distributed among the Holders and any holders of Parity Securities (collectively, the Series A Preferred Shares shall be "Parity Holders") are insufficient to permit the payment to the Holders and such holders Parity Holders of the full Liquidation Preferencepreferential amounts due to the Holders and such Parity Holders, respectively, then the entire assets and funds of the Company legally available for distribution shall will be distributed pro rata among the Holders and such Parity Holders, pro rata, based on the respective liquidation amounts to which the Series B Preferred Stock and any such series of Parity Securities is entitled pursuant to the Company's Articles of Incorporation and any duly adopted certificate(s) of designation relating thereto. (b) Upon the completion of the distribution required by Section 7(a), if any assets remain in the Company, such assets will be distributed to holders of Junior Securities in accordance with the Series A Preferred Shares in proportion Company's Articles of Incorporation and any duly adopted certificate(s) of designation relating thereto. (c) At each Holder's option, a sale, conveyance or disposition of all or substantially all the assets of the Company to a private entity, the Liquidation Preference each such holder common stock of which is otherwise entitled to receive. If any holder of Series A Preferred Shares shall not publicly traded, will be deemed to have converted Series A Preferred Shares into Ordinary Shares pursuant to be a Liquidation Event within the meaning of this paragraph, then such holder shall not be entitled to receive any distribution that would otherwise be made to holders of Series A Preferred Shares that have not converted Section 7 (or have not been deemed a Holder who elects to have converted) into Ordinary Shares. (ii) After a transaction so deemed is referred to herein as a "Liquidating Holder"); provided, however, that with respect to each Holder, any event described in the payment of the preceding clause that such Holder does not elect to treat as a Liquidation Preference to the holders of the Series A Preferred SharesEvent, the remaining assets shall be distributed ratably to the holders of the Ordinary Shares. (iii) Unless the holders of a majority of the Series A Preferred Shares then outstanding shall elect or determine otherwise by written consentany merger, a consolidation consolidation, acquisition or merger other business combination of the Company with or into any other Person company or companies will not be treated as a Liquidation Event within the meaning of this Section 7, but instead will be treated pursuant to Section 5(c)(ii). (d) Prior to the closing of any transaction described in Section 7(c) that could, at each Holder's option, be deemed a Liquidation Event, the Company will either (i) make all cash distributions it is required to make to the Liquidating Holders pursuant to the first sentence of Section 7(a); (ii) set aside sufficient funds from which any cash distributions required to be made to the Liquidating Holders may be made; or (iii) establish an escrow or other similar arrangement with a third party pursuant to which the proceeds payable to the Company from a sale of all or substantially all the assets of the Company will be used to make any required liquidating payments to the Liquidating Holders immediately after the consummation of such sale. In the event that the Company has not fully complied with either of the foregoing alternatives, the Company will either: (x) cause such closing to be postponed until the Company has so complied; or (y) cancel such transaction, in which event the holders rights of the Shares Holders will be the same as of existing immediately prior to such merger or consolidation do not continue to hold at least a fifty percent (50%) interest in the surviving entity or a Trade Sale shall be deemed to be a liquidation for purposes of payment of the Liquidation Preference and shall entitle the holders of the Series A Preferred Shares to receive in cash, securities or other property (with any non-cash amounts being valued as provided in Article 7(c)(iv)) in the amounts specified in Article 7(c)(i) and (ii)proposed transaction. (iv) Subject to the following provisions of this Article 7(c)(iv), the value of any assets, securities or other property (other than cash) to be received by the Members pursuant to Articles 7(c)(i), 7(c)(ii) and/or 7(c)(iii), shall be equal to the fair market value thereof, as determined in good faith by the Board, if any (taking into account, if applicable, any restrictions on the free marketability of such assets, securities or other property, arising under applicable securities laws or otherwise, other than restrictions arising solely by virtue of a Member’s status as an Affiliate of the Company or the entity surviving or resulting from a change of control of the Company), except that any securities to be distributed to Members of the Company in any liquidation, dissolution or winding up of the Company, whether voluntary or involuntary, or a change of control of the Company, shall be valued as follows. (A) The method of valuation of securities not subject to investment letter or other similar restrictions on free marketability shall be as follows: (I) if the securities are then traded on a Recognised Stock Exchange (or a similar national quotation system), then the value shall be deemed to be the average of the closing prices of the securities on such exchange or system over the 30-day period ending three (3) days prior to the distribution; (II) if the securities are then actively traded over-the-counter, then the value shall be deemed to be the average of the closing bid or sale prices (whichever is applicable) over the 30-day period ending three (3) days prior to the distribution; and (III) if there is no active public market for the securities, then the value shall be the fair market value thereof, as determined in good faith by the Board. (B) The method of valuation of securities subject to investment letter or other restrictions on free marketability shall be to make an appropriate discount from the market value determined as above in subparagraphs (A)(I), (A)(II), or (A)(III) of this Article 7(c)(iv) to reflect the approximate fair market value thereof, as determined in good faith by the Board.

Liquidation Preference. (ia) In the event of any liquidation, dissolution or winding up of the CompanyPartnership, whether voluntary or involuntary, each holder before any payment or distribution of the Series A Partnership (whether capital, surplus or otherwise) shall be made to or set apart for the holders of Junior Partnership Units, the holders of 10% Cumulative Redeemable Preferred Shares Units shall be entitled to receivereceive one thousand dollars ($1,000.00) per 10% Cumulative Redeemable Preferred Unit (the “Liquidation Preference”), prior plus an amount per 10% Cumulative Redeemable Preferred Unit equal to all dividends (whether or not declared or earned) accumulated, accrued and in preference unpaid on one share of 10% Cumulative Redeemable Preferred Stock to the date of final distribution to such holders; but such holders shall not be entitled to any distribution of any of the assets or funds of the Company to further payment. Until the holders of any other class of shares of the Company ranked junior 10% Cumulative Redeemable Preferred Units have been paid the Liquidation Preference in full, plus an amount equal to all dividends (whether or not declared or earned) accumulated, accrued and unpaid on the 10% Cumulative Redeemable Preferred Stock to the Series A Preferred Shares (including the Ordinary Shares) by reason date of such holder’s ownership thereof, the greater of: (A) the sum of (x) the Series A Preferred Shares Purchase Price (as adjusted for any share dividends, combinations, splits, recapitalizations or the like on, of or affecting the Series A Preferred Shares), for each Series A Preferred Share then held by such holder and (y) any and all declared but unpaid dividends on each such Series A Preferred Shares and (B) such amount per Series A Preferred Share as would have been payable had all Series A Preferred Shares been converted into Ordinary Shares immediately prior final distribution to such holders, no payment shall be made to any holder of Junior Partnership Units upon the liquidation, dissolution or winding up (such amount payable, of the “Liquidation Preference”)Partnership. If, upon the occurrence of such event, the assets and funds thus distributed among the holders of the Series A Preferred Shares shall be insufficient to permit the payment to such holders of the full Liquidation Preference, then the entire assets and funds of the Company legally available for distribution shall be distributed pro rata among the holders of the Series A Preferred Shares in proportion to the Liquidation Preference each such holder is otherwise entitled to receive. If any holder of Series A Preferred Shares shall be deemed to have converted Series A Preferred Shares into Ordinary Shares pursuant to this paragraph, then such holder shall not be entitled to receive any distribution that would otherwise be made to holders of Series A Preferred Shares that have not converted (or have not been deemed to have converted) into Ordinary Shares. (ii) After the payment of the Liquidation Preference to the holders of the Series A Preferred Shares, the remaining assets shall be distributed ratably to the holders of the Ordinary Shares. (iii) Unless the holders of a majority of the Series A Preferred Shares then outstanding shall elect or determine otherwise by written consent, a consolidation or merger of the Company with or into any other Person in which the holders of the Shares as of immediately prior to such merger or consolidation do not continue to hold at least a fifty percent (50%) interest in the surviving entity or a Trade Sale shall be deemed to be a liquidation for purposes of payment of the Liquidation Preference and shall entitle the holders of the Series A Preferred Shares to receive in cash, securities or other property (with any non-cash amounts being valued as provided in Article 7(c)(iv)) in the amounts specified in Article 7(c)(i) and (ii). (iv) Subject to the following provisions of this Article 7(c)(iv), the value of any assets, securities or other property (other than cash) to be received by the Members pursuant to Articles 7(c)(i), 7(c)(ii) and/or 7(c)(iii), shall be equal to the fair market value thereof, as determined in good faith by the Board, if any (taking into account, if applicable, any restrictions on the free marketability of such assets, securities or other property, arising under applicable securities laws or otherwise, other than restrictions arising solely by virtue of a Member’s status as an Affiliate of the Company or the entity surviving or resulting from a change of control of the Company), except that any securities to be distributed to Members of the Company in any liquidation, dissolution or winding up of the CompanyPartnership, whether the assets of the Partnership, or proceeds thereof, distributable among the holders of 10% Cumulative Redeemable Preferred Units shall be insufficient to pay in full the preferential amount aforesaid and liquidating payments on any Parity Partnership Units, then such assets, or the proceeds thereof, shall be distributed among the holders of 10% Cumulative Redeemable Preferred Units and any such Parity Partnership Units ratably in the same proportion as the respective amounts that would be payable on such 10% Cumulative Redeemable Preferred Units and any such other Parity Partnership Units if all amounts payable thereon were paid in full. For the purposes of this Section 4, (i) a consolidation or merger of the Partnership with one or more partnerships, or (ii) a sale or transfer of all or substantially all of the Partnership’s assets shall not be deemed to be a liquidation, dissolution or winding up, voluntary or involuntary, or a change of control of the Company, shall be valued as followsPartnership. (Ab) The method Upon any liquidation, dissolution or winding up of valuation the Partnership, after payment shall have been made in full to the holders of securities not 10% Cumulative Redeemable Preferred Units and any Parity Partnership Units, as provided in this Section 4, any other series or class or classes of Junior Partnership Units shall, subject to investment letter or other similar restrictions on free marketability shall the respective terms thereof, be as follows: (I) if the securities are then traded on a Recognised Stock Exchange (or a similar national quotation system), then the value shall be deemed entitled to receive any and all assets remaining to be paid or distributed, and the average holders of the closing prices of the securities on such exchange or system over the 30-day period ending three (3) days prior 10% Cumulative Redeemable Preferred Units and any Parity Partnership Units shall not be entitled to the distribution; (II) if the securities are then actively traded over-the-counter, then the value shall be deemed to be the average of the closing bid or sale prices (whichever is applicable) over the 30-day period ending three (3) days prior to the distribution; and (III) if there is no active public market for the securities, then the value shall be the fair market value thereof, as determined in good faith by the Boardshare therein. (B) The method of valuation of securities subject to investment letter or other restrictions on free marketability shall be to make an appropriate discount from the market value determined as above in subparagraphs (A)(I), (A)(II), or (A)(III) of this Article 7(c)(iv) to reflect the approximate fair market value thereof, as determined in good faith by the Board.

Liquidation Preference. (ia) In the event of any the liquidation, winding-up or dissolution or winding up of the business of the Company, whether voluntary or involuntary, each holder the holders of Series H Preferred Stock then outstanding, after payment or provision for payment of the debts and other liabilities of the Company and the payment or provision for payment of any distribution on any shares of the Company having a preference and a priority over the Series A H Preferred Shares Stock on liquidation, and before any distribution to holders of any shares of the Company that are junior and subordinate to the Series H Preferred Stock on liquidation, shall be entitled to receive, prior and in preference to any distribution of any be paid out of the assets or funds of the Company available for distribution to its stockholders in respect of each share of Series H Preferred Stock, the greater of (i) the then effective Liquidation Preference per share of Series H Preferred Stock plus accrued and unpaid dividends from and including the most recent Dividend Payment Date through and including the date of liquidation, winding-up or dissolution and (ii) the amount that would be payable to the holders of any other class of the Series H Preferred Stock if the shares of the Company ranked junior to the Series A H Preferred Shares (including the Ordinary Shares) by reason of such holder’s ownership thereof, the greater of: (A) the sum of (x) the Series A Preferred Shares Purchase Price (as adjusted for any share dividends, combinations, splits, recapitalizations or the like on, of or affecting the Series A Preferred Shares), for each Series A Preferred Share then held by such holder and (y) any and all declared but unpaid dividends on each such Series A Preferred Shares and (B) such amount per Series A Preferred Share as would have been payable Stock had all Series A Preferred Shares been converted into Ordinary Shares shares of Voting Common Stock immediately prior to such liquidation, dissolution winding-up or winding up (such amount payable, dissolution. In the “Liquidation Preference”). If, upon the occurrence of such event, event the assets and funds thus distributed among the holders of the Series A Preferred Shares shall be insufficient to permit the payment to such holders of the full Liquidation Preference, then the entire assets and funds of the Company legally available for distribution shall be distributed pro rata among the holders of the Series A Preferred Shares in proportion to the Liquidation Preference each such holder is otherwise entitled to receive. If any holder of Series A Preferred Shares shall be deemed to have converted Series A Preferred Shares into Ordinary Shares pursuant to this paragraph, then such holder shall not be entitled to receive any distribution that would otherwise be made to holders of Series A Preferred Shares that have not converted (or have not been deemed to have converted) into Ordinary Shares. (ii) After the payment of the Liquidation Preference to the holders of the Series A H Preferred SharesStock upon any dissolution, winding-up or liquidation of the remaining assets Company shall be distributed ratably insufficient to pay in full the liquidation payments payable to the holders of outstanding Series H Preferred Stock and of all other Parity Securities, the Ordinary Sharesholders of Series H Preferred Stock and all other Parity Securities shall share ratably in such distribution of assets in proportion to the amount which would be payable on such distribution if the amounts to which the holders of outstanding Series H Preferred Stock and the holders of outstanding shares of such Parity Securities were paid in full. Except as provided in this Section 7, holders of Series H Preferred Stock shall not be entitled to any distribution in the event of the liquidation, winding-up or dissolution of the Company. (iiib) Unless For the holders purposes of a majority this ▇▇▇▇▇▇▇ ▇, ▇▇▇▇ of the Series A Preferred Shares then outstanding following shall elect be deemed to be a voluntary or determine otherwise by written consentinvoluntary liquidation, a dissolution or winding-up of the Company: (i) the sale, lease, transfer or exchange of all or substantially all of the assets of the Company; or (ii) the consolidation or merger of the Company with or into any one or more other Person in which corporations or entities (whether or not the holders of Company is the Shares as of immediately prior to corporation surviving such merger consolidation or consolidation do not continue to hold at least a fifty percent (50%) interest in the surviving entity or a Trade Sale shall be deemed to be a liquidation for purposes of payment of the Liquidation Preference and shall entitle the holders of the Series A Preferred Shares to receive in cash, securities or other property (with any non-cash amounts being valued as provided in Article 7(c)(iv)) in the amounts specified in Article 7(c)(i) and (iimerger). (iv) Subject to the following provisions of this Article 7(c)(iv), the value of any assets, securities or other property (other than cash) to be received by the Members pursuant to Articles 7(c)(i), 7(c)(ii) and/or 7(c)(iii), shall be equal to the fair market value thereof, as determined in good faith by the Board, if any (taking into account, if applicable, any restrictions on the free marketability of such assets, securities or other property, arising under applicable securities laws or otherwise, other than restrictions arising solely by virtue of a Member’s status as an Affiliate of the Company or the entity surviving or resulting from a change of control of the Company), except that any securities to be distributed to Members of the Company in any liquidation, dissolution or winding up of the Company, whether voluntary or involuntary, or a change of control of the Company, shall be valued as follows. (A) The method of valuation of securities not subject to investment letter or other similar restrictions on free marketability shall be as follows: (I) if the securities are then traded on a Recognised Stock Exchange (or a similar national quotation system), then the value shall be deemed to be the average of the closing prices of the securities on such exchange or system over the 30-day period ending three (3) days prior to the distribution; (II) if the securities are then actively traded over-the-counter, then the value shall be deemed to be the average of the closing bid or sale prices (whichever is applicable) over the 30-day period ending three (3) days prior to the distribution; and (III) if there is no active public market for the securities, then the value shall be the fair market value thereof, as determined in good faith by the Board. (B) The method of valuation of securities subject to investment letter or other restrictions on free marketability shall be to make an appropriate discount from the market value determined as above in subparagraphs (A)(I), (A)(II), or (A)(III) of this Article 7(c)(iv) to reflect the approximate fair market value thereof, as determined in good faith by the Board.

Liquidation Preference. (ia) In the event of any liquidation, dissolution or winding winding-up of the CompanyCorporation, whether voluntary or involuntary, each holder after any payment or distribution of the assets of the Corporation (whether capital or surplus) shall be made to or set apart for the holders of Senior Securities, and before any payment or distribution of the assets of the Corporation (whether capital or surplus) shall be made to or set apart for the holders of Junior Securities, the holders of the shares of Series A G Preferred Shares Stock and Series H Preferred Stock taken together shall be entitled to receive, prior and receive an amount in preference to any distribution of any of the assets or funds of the Company cash equal to the holders of any other class of shares of the Company ranked junior to the Series A Preferred Shares (including the Ordinary Shares) by reason of such holder’s ownership thereof, the greater of: (A) the sum of (x) the Series A Preferred Shares Purchase Price aggregate Liquidation Preferences (as adjusted for any share dividends, combinations, splits, recapitalizations or the like on, of or affecting set forth herein and in the Series A G Designation) of the shares of Series G Preferred Shares)Stock and Series H Preferred Stock as of the date of liquidation, for each Series A Preferred Share then held by such holder and or (y) any and all declared but unpaid dividends on each such Series A Preferred Shares and (B) such the aggregate amount per Series A Preferred Share as that would have been payable received with respect to the shares of Series G Preferred Stock and Series H Preferred Stock if such stock had all Series A Preferred Shares been converted into Ordinary Shares to Common Stock immediately prior to such liquidation, dissolution or winding up (such amount payable, the “Liquidation Preference”)winding-up. If, upon any liquidation, dissolution or winding-up of the occurrence of such eventCorporation, the assets and funds thus distributed among the holders of the Series A Preferred Shares Corporation, or proceeds thereof, shall be insufficient to permit pay in full the payment to such holders aforesaid amounts under clause (x) of the full Liquidation Preferencepreceding sentence and liquidating payments on all Parity Securities, then such assets, or proceeds thereof, shall (i) be distributed among the entire assets shares of Series G Preferred Stock and funds the Series H Preferred Stock taken together and all such other Parity Securities ratably in accordance with the respective amounts that would be payable on such shares of Preferred Stock and any such other Parity Securities if all amounts payable thereon were paid in full and (ii) the amount distributable under clause (i) to the Series G Preferred Stock and Series H Preferred Stock taken together, shall first be distributed to the Series G Preferred Stock until it has received an amount equal to the aggregate Preference Amounts (as defined in the Series G Designation) of all Series G Preferred Stock outstanding as of the Company legally available for distribution date of liquidation and thereafter 37.5% to the Series G Preferred Stock and 62.5% to the Series H Preferred Stock. If, upon any liquidation, dissolution or winding-up of the Corporation, the assets of the Corporation, or proceeds thereof, distributable to the Series G Preferred Stock and Series H Preferred Stock taken together shall be sufficient to pay in full the aforesaid amounts under clause (x) of the first sentence of this subsection 5(a) then such amount shall first be distributed to the Series G Preferred Stock until it has received an amount equal to the aggregate Preference Amounts (as defined in the Series G Designation) of all Series G Preferred Stock outstanding as of the date of liquidation and thereafter 37.5% to the Series G Preferred Stock and 62.5% to the Series H Preferred Stock. Any amounts distributed with respect to the Series H Preferred Stock pursuant to this paragraph 5(a) shall be allocated pro rata among the holders shares of Series H Preferred Stock. For the purposes of this paragraph 5, neither the sale, conveyance, exchange or transfer (for cash, shares of stock, securities or other consideration) of all or substantially all of the Series A Preferred Shares in proportion to property or assets of the Liquidation Preference each such holder is otherwise entitled to receive. If any holder Corporation nor the consolidation or merger of Series A Preferred Shares the Corporation with or into one or more other entities shall be deemed to have converted Series A Preferred Shares into Ordinary Shares pursuant to this paragraphbe a liquidation, then such holder shall not be entitled to receive any distribution that would otherwise be made to holders dissolution or winding-up of Series A Preferred Shares that have not converted (or have not been deemed to have converted) into Ordinary Sharesthe Corporation. (iib) After Subject to the payment rights of the Liquidation Preference holders of any Parity Securities, after payment shall have been made in full to the holders of the Series A G Preferred SharesStock and the Series H Preferred Stock taken together, the remaining assets shall be distributed ratably as provided in this paragraph 5, any other series or class or classes of Junior Securities shall, subject to the holders of the Ordinary Shares. respective terms and provisions (iiiif any) Unless the holders of a majority of the Series A Preferred Shares then outstanding shall elect or determine otherwise by written consentapplying thereto, a consolidation or merger of the Company with or into be entitled to receive any other Person in which the holders of the Shares as of immediately prior to such merger or consolidation do not continue to hold at least a fifty percent (50%) interest in the surviving entity or a Trade Sale shall be deemed and all assets remaining to be a liquidation for purposes of payment of the Liquidation Preference paid or distributed, and shall entitle the holders of the Series A H Preferred Shares Stock, Series G Preferred Stock and any Parity Securities shall not be entitled to receive in cash, securities or other property (with any non-cash amounts being valued as provided in Article 7(c)(iv)) in the amounts specified in Article 7(c)(i) and (ii)share therein. (iv) Subject to the following provisions of this Article 7(c)(iv), the value of any assets, securities or other property (other than cash) to be received by the Members pursuant to Articles 7(c)(i), 7(c)(ii) and/or 7(c)(iii), shall be equal to the fair market value thereof, as determined in good faith by the Board, if any (taking into account, if applicable, any restrictions on the free marketability of such assets, securities or other property, arising under applicable securities laws or otherwise, other than restrictions arising solely by virtue of a Member’s status as an Affiliate of the Company or the entity surviving or resulting from a change of control of the Company), except that any securities to be distributed to Members of the Company in any liquidation, dissolution or winding up of the Company, whether voluntary or involuntary, or a change of control of the Company, shall be valued as follows. (A) The method of valuation of securities not subject to investment letter or other similar restrictions on free marketability shall be as follows: (I) if the securities are then traded on a Recognised Stock Exchange (or a similar national quotation system), then the value shall be deemed to be the average of the closing prices of the securities on such exchange or system over the 30-day period ending three (3) days prior to the distribution; (II) if the securities are then actively traded over-the-counter, then the value shall be deemed to be the average of the closing bid or sale prices (whichever is applicable) over the 30-day period ending three (3) days prior to the distribution; and (III) if there is no active public market for the securities, then the value shall be the fair market value thereof, as determined in good faith by the Board. (B) The method of valuation of securities subject to investment letter or other restrictions on free marketability shall be to make an appropriate discount from the market value determined as above in subparagraphs (A)(I), (A)(II), or (A)(III) of this Article 7(c)(iv) to reflect the approximate fair market value thereof, as determined in good faith by the Board.

Liquidation Preference. (i) In the event of any liquidationa Liquidation Event, dissolution or winding up distributions to the Shareholders shall be made in the following manner, after satisfaction of the Company, whether voluntary or involuntary, each all creditors’ claims and claims that may be mandated by law: (a) Each holder of the Series A D+ Preferred Shares shall be entitled to receivereceive for each Series D+ Preferred Share it holds, prior and in preference to any distribution of any of the assets or surplus funds of the Company to the holders of Series D Preferred Shares, Series C Preferred Shares, Series B Preferred Shares, Ordinary Shares or any other class or series of shares of the Company ranked junior to the Series A Preferred Shares (including the Ordinary Shares) by reason of their ownership of such holder’s ownership thereofShares, the amount equal to the greater of: (A) the sum of (x) the aggregate of (i) the Series A D+ Original Issue Price, (ii) any dividends declared and unpaid with respect to such Series D+ Preferred Share, and (iii) an amount that would give such holder of Series D+ Preferred Shares Purchase Price a simple non-compounded interest of five percent (as adjusted for any share dividends, combinations, splits, recapitalizations or the like on, of or affecting 5%) per annum on the Series A Preferred Shares)D+ Original Issue Price, for each calculated from the Series A Preferred Share then held D+ Original Issue Date up until the date of receipt by such the holder of the full liquidation preference amount thereof, and (y) any and all declared but unpaid dividends on each the amount such Series A D+ Preferred Shares and (B) such amount per would have received, with respect to each Series A D+ Preferred Share, had that Series D+ Preferred Share as would have been payable had all Series A Preferred Shares been converted into Ordinary Shares immediately prior to such liquidation, dissolution or winding up the consummation of the Liquidation Event (such amount payable, the “Series D+ Liquidation Preference”). If, upon the occurrence of such event, If the assets and funds thus distributed among the holders of the Series A Preferred Shares available for distribution shall be insufficient to permit the payment to such holders of the full Series D+ Liquidation Preference, then the entire assets and funds of the Company legally available for distribution shall be distributed pro rata ratably among the holders of the Series A D+ Preferred Shares in proportion to the Series D+ Liquidation Preference to which each such holder is otherwise entitled to receive. If any holder of Series A Preferred Shares shall be deemed to have converted Series A Preferred Shares into Ordinary Shares pursuant to this paragraph, then such holder shall not be entitled to receive any distribution that would otherwise be made to holders of Series A Preferred Shares that have not converted (or have not been deemed to have converted) into Ordinary Sharesentitled. (iib) After If there are any assets or funds remaining after the payment of the aggregate Series D+ Liquidation Preference has been distributed or paid in full to the holders of the Series A D+ Preferred Shares pursuant to Section 8.01(a) above, each holder of Series D Preferred Shares shall be entitled to receive for each Series D Preferred Share it holds, prior and in preference to any distribution of any of the assets or surplus funds of the Company to the holders of Series C Preferred Shares, Series B Preferred Shares, Ordinary Shares or any other class or series of Shares by reason of their ownership of such Shares, the amount equal to the greater of (x) the aggregate of (i) the Series D Original Issue Price, (ii) any dividends declared and unpaid with respect to such Series D Preferred Share, and (iii) an amount that would give such holder of Series D Preferred Shares a simple non-compounded interest of five percent (5%) per annum on the Series D Original Issue Price, calculated from the Series D Original Issue Date up until the date of receipt by the holder of the full liquidation preference amount thereof, and (y) the amount such Series D Preferred Shares would have received, with respect to each Series D Preferred Share, had that Series D Preferred Share been converted into Ordinary Shares immediately prior to the consummation of the Liquidation Event (the “Series D Liquidation Preference”). If the assets and funds available for distribution shall be insufficient to permit the payment to such holders of the full Series D Liquidation Preference, then the entire assets and funds of the Company legally available for distribution shall be distributed ratably among the holders of the Series D Preferred Shares in proportion to the Series D Liquidation Preference to which each such holder is otherwise entitled. (c) If there are any assets or funds remaining after the aggregate Series D Liquidation Preference has been distributed or paid in full to the holders of the Series D Preferred Shares pursuant to Section 8.01(b) above, each holder of Series C Preferred Shares shall be entitled to receive for each Series C Preferred Share it holds, prior and in preference to any distribution of any of the assets or surplus funds of the Company to the holders of Series B Preferred Shares, Ordinary Shares or any other class or series of Shares by reason of their ownership of such Shares, the amount equal to the greater of (x) the aggregate of (i) the Series C Original Issue Price, (ii) any dividends declared and unpaid with respect to such Series C Preferred Share, and (iii) an amount that would give such holder of Series C Preferred Shares a simple non-compounded interest of five percent (5%) per annum on the Series C Original Issue Price, calculated from the Series C Original Issue Date up until the date of receipt by the holder of the full liquidation preference amount thereof, and (y) the amount such Series C Preferred Shares would have received, with respect to each Series C Preferred Share, had that Series C Preferred Share been converted into Ordinary Shares immediately prior to the consummation of the Liquidation Event (the “Series C Liquidation Preference”). If the assets and funds available for distribution shall be insufficient to permit the payment to such holders of the full Series C Liquidation Preference, then the entire assets and funds of the Company legally available for distribution shall be distributed ratably among the holders of the Series C Preferred Shares in proportion to the Series C Liquidation Preference to which each such holder is otherwise entitled. (d) If there are any assets or funds remaining after the aggregate Series C Liquidation Preference has been distributed or paid in full to the holders of the Series C Preferred Shares pursuant to Section 8.01(c) above, each holder of Series B Preferred Shares shall be entitled to receive for each Series B Preferred Share it holds, prior and in preference to any distribution of any of the assets or surplus funds of the Company to the holders of Ordinary Shares or any other class or series of Shares by reason of their ownership of such Shares, the amount equal to the greater of (x) the aggregate of (i) the Series B Original Issue Price, (ii) any dividends declared and unpaid with respect to such Series B Preferred Share, and (iii) an amount that would give such holder of Series B Preferred Shares a simple non-compounded interest of five percent (5%) per annum on the Series B Original Issue Price, calculated from the Series B Original Issue Date up until the date of receipt by the holder of the full liquidation preference amount thereof, and (y) the amount such Series B Preferred Shares would have received, with respect to each Series B Preferred Share, had that Series B Preferred Share been converted into Ordinary Shares immediately prior to the consummation of the Liquidation Event (the “Series B Liquidation Preference”). If the assets and funds available for distribution shall be insufficient to permit the payment to such holders of the full Series B Liquidation Preference, then the entire assets and funds of the Company legally available for distribution shall be distributed ratably among the holders of the Series B Preferred Shares in proportion to the Series B Liquidation Preference to which each such holder is otherwise entitled. (e) After setting aside or paying in full the Series D+ Liquidation Preference, the Series D Liquidation Preference, the Series C Liquidation Preference and the Series B Liquidation Preference due pursuant to Section 8.01 (a) through (d) above, the remaining assets of the Company available for distribution to the Shareholders, if any, shall be distributed ratably to the holders of the Ordinary Shares. (iii) Unless Shares on a pro rata basis, based on the holders number of a majority of the Series A Preferred Ordinary Shares then outstanding shall elect or determine otherwise held by written consent, a consolidation or merger of the Company with or into any other Person in which the holders of the Shares as of immediately prior to such merger or consolidation do not continue to hold at least a fifty percent (50%) interest in the surviving entity or a Trade Sale shall be deemed to be a liquidation for purposes of payment of the Liquidation Preference and shall entitle the holders of the Series A Preferred Shares to receive in cash, securities or other property (with any non-cash amounts being valued as provided in Article 7(c)(iv)) in the amounts specified in Article 7(c)(i) and (ii)each holder. (iv) Subject to the following provisions of this Article 7(c)(iv), the value of any assets, securities or other property (other than cash) to be received by the Members pursuant to Articles 7(c)(i), 7(c)(ii) and/or 7(c)(iii), shall be equal to the fair market value thereof, as determined in good faith by the Board, if any (taking into account, if applicable, any restrictions on the free marketability of such assets, securities or other property, arising under applicable securities laws or otherwise, other than restrictions arising solely by virtue of a Member’s status as an Affiliate of the Company or the entity surviving or resulting from a change of control of the Company), except that any securities to be distributed to Members of the Company in any liquidation, dissolution or winding up of the Company, whether voluntary or involuntary, or a change of control of the Company, shall be valued as follows. (A) The method of valuation of securities not subject to investment letter or other similar restrictions on free marketability shall be as follows: (I) if the securities are then traded on a Recognised Stock Exchange (or a similar national quotation system), then the value shall be deemed to be the average of the closing prices of the securities on such exchange or system over the 30-day period ending three (3) days prior to the distribution; (II) if the securities are then actively traded over-the-counter, then the value shall be deemed to be the average of the closing bid or sale prices (whichever is applicable) over the 30-day period ending three (3) days prior to the distribution; and (III) if there is no active public market for the securities, then the value shall be the fair market value thereof, as determined in good faith by the Board. (B) The method of valuation of securities subject to investment letter or other restrictions on free marketability shall be to make an appropriate discount from the market value determined as above in subparagraphs (A)(I), (A)(II), or (A)(III) of this Article 7(c)(iv) to reflect the approximate fair market value thereof, as determined in good faith by the Board.

Liquidation Preference. (ia) In the event of any voluntary or involuntary liquidation, dissolution or winding up of the CompanyCorporation (referred to herein sometimes as a “Liquidation Event”; it being understood that a Fundamental Change shall not constitute a Liquidation Event), whether voluntary or involuntary, each holder the Holders of the shares of Series A Preferred Shares Stock then outstanding shall be entitled to receive, prior and in preference to any distribution out of any of the assets or funds of the Company to the holders of any other class of shares of the Company ranked junior to the Series A Preferred Shares (including the Ordinary Shares) by reason of such holder’s ownership thereoflegally available funds, the greater of: (A) the sum of (xi) the liquidation preference of $25.00 per share of Series A Preferred Shares Purchase Price Stock (as adjusted for any share dividends, combinations, splits, recapitalizations or the like on, of or affecting the Series A Preferred Shares), for each Series A Preferred Share then held by such holder and (y) any and all declared but unpaid dividends on each such Series A Preferred Shares and (B) such amount per Series A Preferred Share as would have been payable had all Series A Preferred Shares been converted into Ordinary Shares immediately prior to such liquidation, dissolution or winding up (such amount payable, the “Liquidation Preference”). ) and (ii) an amount equal to any accrued and unpaid dividends (whether or not declared) to, but not including, the date of payment thereof, but without interest, before any distribution of assets is made to any holders of Common Shares or any other classes or series of Junior Securities as to liquidation rights that the Corporation then has outstanding. (b) If, upon the occurrence of any such eventLiquidation Event, the assets and funds thus distributed among the holders of the Series A Preferred Shares shall be Corporation are insufficient to permit the payment to such holders of the make full Liquidation Preference, then the entire assets and funds of the Company legally available for distribution shall be distributed pro rata among the holders of the Series A Preferred Shares in proportion to the Liquidation Preference each such holder is otherwise entitled to receive. If any holder of Series A Preferred Shares shall be deemed to have converted Series A Preferred Shares into Ordinary Shares pursuant to this paragraph, then such holder shall not be entitled to receive any distribution that would otherwise be made to holders of Series A Preferred Shares that have not converted (or have not been deemed to have converted) into Ordinary Shares. (ii) After the payment of the Liquidation Preference plus an amount equal to the holders of the Series A Preferred Shares, the remaining assets shall be distributed ratably any accrued and unpaid dividends to the holders of the Ordinary Shares. (iii) Unless the holders of a majority of the Series A Preferred Shares then outstanding shall elect or determine otherwise by written consent, a consolidation or merger of the Company with or into any other Person in which the holders of the Shares as of immediately prior to such merger or consolidation do not continue to hold at least a fifty percent (50%) interest in the surviving entity or a Trade Sale shall be deemed to be a liquidation for purposes of payment of the Liquidation Preference Holders and shall entitle the holders of the Series A Preferred Shares to receive in cash, securities or other property (with any non-cash amounts being valued as provided in Article 7(c)(iv)) in the amounts specified in Article 7(c)(i) and (ii). (iv) Subject to the following provisions of this Article 7(c)(iv), the value of any assets, securities or other property (other than cash) to be received by the Members pursuant to Articles 7(c)(i), 7(c)(ii) and/or 7(c)(iii), shall be equal to the fair market value thereof, as determined in good faith by the Board, if any (taking into account, if applicable, any restrictions on the free marketability of such assets, securities or other property, arising under applicable securities laws or otherwise, other than restrictions arising solely by virtue of a Member’s status as an Affiliate of the Company or the entity surviving or resulting from a change of control of the Company), except that any securities to be distributed to Members of the Company in any due upon liquidation, dissolution or winding up of the CompanyCorporation with respect to the shares of any class or series of Parity Securities as to liquidation rights, whether voluntary then the Holders and the holders of all other such classes or involuntaryseries of Parity Securities as to liquidation rights shall share ratably in any distribution of assets in proportion to the full liquidating distributions to which they would otherwise be respectively entitled. (c) Written notice of any such Liquidation Event, stating the payment date or a change of control of dates when, and the Companyplace or places where, the amounts distributable in such circumstances shall be payable, shall be valued given by first class mail, postage prepaid, not less than 30 nor more than 60 calendar days immediately preceding the payment date stated therein, to each Holder at the respective addresses of such Holders as followsthe same shall appear on the stock transfer records of the Corporation. (Ad) The method After payment of valuation the full amount of securities not subject the Liquidation Preference, plus an amount equal to investment letter any accrued and unpaid dividends, to which Holders are entitled, a Holder shall have no right or claim to participate in any further distribution of, or to receive, any of the remaining assets of the Corporation. In determining whether a distribution (other than upon a Liquidation Event) by dividend, redemption or other similar restrictions on free marketability acquisition of shares of stock of the Corporation or otherwise is permitted under the Maryland General Corporation Law, no effect shall be as follows: (I) given to amounts that would be needed, if the securities are then traded on a Recognised Stock Exchange (or a similar national quotation system), then the value shall be deemed Corporation were to be dissolved at the average time of the closing prices distribution, to satisfy the preferential rights of holders of the securities on such exchange or system over the 30-day period ending three (3) days prior to the distribution; (II) if the securities are then actively traded over-the-counter, then the value shall be deemed to be the average Series A Preferred Stock upon dissolution of the closing bid or sale prices (whichever is applicable) over the 30-day period ending three (3) days prior to the distribution; and (III) if there is no active public market for the securities, then the value shall be the fair market value thereof, as determined in good faith by the BoardCorporation. (B) The method of valuation of securities subject to investment letter or other restrictions on free marketability shall be to make an appropriate discount from the market value determined as above in subparagraphs (A)(I), (A)(II), or (A)(III) of this Article 7(c)(iv) to reflect the approximate fair market value thereof, as determined in good faith by the Board.

Liquidation Preference. (i) In the event of Upon any voluntary or involuntary liquidation, dissolution or winding up of the Company, whether voluntary or involuntary, each holder affairs of the Partnership, the holders of Series A B Preferred Shares shall be Units are entitled to receive, prior and in preference to any distribution of any be paid out of the assets or funds of the Company Partnership legally available for distribution to its Partners, after payment of or provision for the holders Partnership’s Debts and other liabilities, a liquidation preference of any $25.00 per unit (subject to appropriate adjustment in the event of a unit distribution, unit split, combination or other class of shares of the Company ranked junior similar recapitalization with respect to the Series A B Preferred Shares Units) (including the Ordinary Shares) by reason of such holder’s ownership thereof, the greater of: (A) the sum of (x) the Series A Preferred Shares Purchase Price (as adjusted for any share dividends, combinations, splits, recapitalizations or the like on, of or affecting the Series A Preferred Shares), for each Series A Preferred Share then held by such holder and (y) any and all declared but unpaid dividends on each such Series A Preferred Shares and (B) such amount per Series A Preferred Share as would have been payable had all Series A Preferred Shares been converted into Ordinary Shares immediately prior to such liquidation, dissolution or winding up (such amount payable, the “Base Liquidation Preference”), plus an amount equal to any accrued and unpaid distributions (whether or not authorized or declared) thereon to and including the date of payment, but without interest, before any distribution of assets is made to holders of Junior Units. If, upon the occurrence of such event, If the assets and funds thus distributed among the holders of the Series A Preferred Shares shall be insufficient to permit the payment to such holders of the full Liquidation Preference, then the entire assets and funds of the Company Partnership legally available for distribution shall be distributed pro rata among to Partners are insufficient to pay in full the holders of liquidation preference on the Series A B Preferred Shares in proportion to Units and the Liquidation Preference each such holder is otherwise entitled to receive. If liquidation preference on any holder of Series A Parity Preferred Shares shall be deemed to have converted Series A Preferred Shares into Ordinary Shares pursuant to this paragraphUnits, then such holder shall not be entitled to receive any distribution that would otherwise be made to holders of Series A Preferred Shares that have not converted (or have not been deemed to have converted) into Ordinary Shares. (ii) After the payment of the Liquidation Preference all assets distributed to the holders of the Series A B Preferred Shares, the remaining assets Units and any Parity Preferred Units shall be distributed ratably pro rata so that the amount of assets distributed per Series B Preferred Units and such Parity Preferred Units shall in all cases bear to each other the holders same ratio that the liquidation preference per Series B Preferred Unit and such Parity Preferred Units bear to each other. Written notice of the Ordinary Shares. (iii) Unless the holders of a majority of the Series A Preferred Shares then outstanding shall elect or determine otherwise by written consent, a consolidation or merger of the Company with or into any other Person distribution in which the holders of the Shares as of immediately prior to such merger or consolidation do not continue to hold at least a fifty percent (50%) interest in the surviving entity or a Trade Sale shall be deemed to be a liquidation for purposes of payment of the Liquidation Preference and shall entitle the holders of the Series A Preferred Shares to receive in cash, securities or other property (connection with any non-cash amounts being valued as provided in Article 7(c)(iv)) in the amounts specified in Article 7(c)(i) and (ii). (iv) Subject to the following provisions of this Article 7(c)(iv), the value of any assets, securities or other property (other than cash) to be received by the Members pursuant to Articles 7(c)(i), 7(c)(ii) and/or 7(c)(iii), shall be equal to the fair market value thereof, as determined in good faith by the Board, if any (taking into account, if applicable, any restrictions on the free marketability of such assets, securities or other property, arising under applicable securities laws or otherwise, other than restrictions arising solely by virtue of a Member’s status as an Affiliate of the Company or the entity surviving or resulting from a change of control of the Company), except that any securities to be distributed to Members of the Company in any liquidation, dissolution or winding up of the Company, whether voluntary or involuntary, or a change of control affairs of the CompanyPartnership, stating the payment date or dates when, and the place or places where, the amounts distributable in such circumstances shall be payable, shall be valued as follows. (A) The method of valuation of securities given by first class mail, postage pre-paid, not subject to investment letter or other similar restrictions on free marketability shall be as follows: (I) if the securities are then traded on a Recognised Stock Exchange (or a similar national quotation system), then the value shall be deemed to be the average of the closing prices of the securities on such exchange or system over the 30-day period ending three (3) less than 30 nor more than 60 days prior to the distribution; (II) if payment date stated therein, to each record holder of the securities Series B Preferred Units at the respective addresses of such holders as the same shall appear on the records of the Partnership. After payment of the full amount of the liquidating distributions to which they are then actively traded over-the-counterentitled, then the value holders of Series B Preferred Units will have no right or claim to any of the remaining assets of the Partnership. The consolidation or merger of the Partnership with or into another entity, a merger of another entity with or into the Partnership, a statutory exchange by the Partnership or a sale, lease, transfer or conveyance of all or substantially all of the Partnership’s Properties or business shall not be deemed to be the average constitute a liquidation, dissolution or winding up of the closing bid or sale prices (whichever is applicable) over affairs of the 30-day period ending three (3) days prior to the distribution; and (III) if there is no active public market for the securities, then the value shall be the fair market value thereof, as determined in good faith by the BoardPartnership. (B) The method of valuation of securities subject to investment letter or other restrictions on free marketability shall be to make an appropriate discount from the market value determined as above in subparagraphs (A)(I), (A)(II), or (A)(III) of this Article 7(c)(iv) to reflect the approximate fair market value thereof, as determined in good faith by the Board.

Liquidation Preference. (ia) In the event of Upon any voluntary or involuntary liquidation, dissolution or winding winding-up of the Company, whether voluntary or involuntary, each holder of the Series A Preferred Shares shall be entitled to receive, prior and in preference to any distribution of any of the assets or funds affairs of the Company to the holders of any other class of shares of the Company ranked junior to the Series A Preferred Shares (including the Ordinary Shares) by reason of such holder’s ownership thereof, the greater of: (A) the sum of (x) the Series A Preferred Shares Purchase Price (as adjusted for any share dividends, combinations, splits, recapitalizations or the like on, of or affecting the Series A Preferred Sharesa “Liquidation”), for each Series A Preferred Share then held by such holder and (y) any and all declared but unpaid dividends on each such Series A Preferred Shares and (B) such amount per Series A Preferred Share as would have been payable had all Series A Preferred Shares been converted into Ordinary Shares immediately prior to such liquidation, dissolution or winding up (such amount payable, the “Liquidation Preference”). If, upon the occurrence of such event, the assets and funds thus distributed among the holders of the Series A Preferred Shares Stock shall be insufficient entitled to permit the payment to such holders be paid out of the full Liquidation Preference, then the entire assets and funds of the Company legally available for distribution shall to its stockholders an amount in cash equal to a liquidation preference of $20.00 per share of the Series A Preferred Stock, plus all accrued and unpaid dividends (whether or not declared) compounding at 6.5% per annum up to and including the date of payment of such amount (the “Liquidation Value”), after payment of all the Company’s indebtedness and other obligations ranking senior under Delaware law, and before any distributions or payments are made to the holders of the Common Stock and any other equity securities ranking junior to the Series A Preferred Stock. In the event that, upon a Liquidation, the available assets of the Company are insufficient to pay the amount of the liquidating distributions on all outstanding shares of the Series A Preferred Stock and the corresponding amounts payable on all shares of other classes or series of the Company’s capital stock ranking on a parity with the Series A Preferred Stock in liquidation preference to which they would otherwise be distributed pro rata among respectively entitled, then the holders of the Series A Preferred Shares Stock and all other such classes or series of capital stock ranking on a parity with the Series A Preferred Stock shall share ratably in any such distribution of assets in proportion to the full liquidating distributions to which they would otherwise be respectively entitled upon such Liquidation Preference if all amounts payable on or with respect to the shares of the Series A Preferred Stock were paid in full, and the Company shall not make or agree to make any payments to the holders of any equity securities ranking junior to the Series A Preferred Stock. (b) In the event of a Liquidation, the Company shall, within ten (10) days after the date the Board of Directors approves such action, or no later than twenty (20) days after any stockholders’ meeting called to approve such action, or within twenty (20) days of the commencement of any involuntary proceeding, whichever is earlier, give each record holder of the Series A Preferred Stock written notice of the proposed action by first class mail, postage paid, at the respective addresses of such holder is otherwise entitled holders as they appear on the stock transfer records of the Company. Such written notice shall describe the material terms and conditions of such proposed action, including a description of the cash to receivebe received by the holders of the Series A Preferred Stock upon consummation of the proposed action and the payment date or dates and the place or places on and at which the amounts distributable as a result thereof shall be payable. If any material change in the facts set forth in the initial notice shall occur, the Company shall promptly give written notice to each record holder of the Series A Preferred Shares shall be deemed to have converted Series A Preferred Shares into Ordinary Shares pursuant to this paragraph, then Stock of such holder shall not be entitled to receive any distribution that would otherwise be made to holders of Series A Preferred Shares that have not converted (or have not been deemed to have converted) into Ordinary Sharesmaterial change. (iic) After the payment of the Liquidation Preference to the holders of the Series A Preferred SharesStock of the full liquidation amounts provided in this Section 4, the remaining assets shall be distributed ratably to the holders of the Ordinary Shares. (iii) Unless the holders of a majority of the Series A Preferred Shares then outstanding shall elect Stock, as such, will have no right or determine otherwise by written consentclaim to any of the remaining assets of the Company. (d) Neither the sale, a lease, transfer or conveyance of all or substantially all of the assets or business of the Company, nor the merger or consolidation or merger of the Company with or into any other Person in which entity or the holders of the Shares as of immediately prior to such merger or consolidation do not continue to hold at least of any other entity with or into the Company nor a fifty percent (50%) interest in statutory stock exchange by the surviving entity or a Trade Sale Company if then permitted by the Act, shall be deemed to be a liquidation Liquidation for the purposes of payment of the Liquidation Preference and shall entitle the holders of the Series A Preferred Shares to receive in cash, securities or other property (with any non-cash amounts being valued as provided in Article 7(c)(iv)) in the amounts specified in Article 7(c)(i) and (ii)this Section 4. (iv) Subject to the following provisions of this Article 7(c)(iv), the value of any assets, securities or other property (other than cash) to be received by the Members pursuant to Articles 7(c)(i), 7(c)(ii) and/or 7(c)(iii), shall be equal to the fair market value thereof, as determined in good faith by the Board, if any (taking into account, if applicable, any restrictions on the free marketability of such assets, securities or other property, arising under applicable securities laws or otherwise, other than restrictions arising solely by virtue of a Member’s status as an Affiliate of the Company or the entity surviving or resulting from a change of control of the Company), except that any securities to be distributed to Members of the Company in any liquidation, dissolution or winding up of the Company, whether voluntary or involuntary, or a change of control of the Company, shall be valued as follows. (A) The method of valuation of securities not subject to investment letter or other similar restrictions on free marketability shall be as follows: (I) if the securities are then traded on a Recognised Stock Exchange (or a similar national quotation system), then the value shall be deemed to be the average of the closing prices of the securities on such exchange or system over the 30-day period ending three (3) days prior to the distribution; (II) if the securities are then actively traded over-the-counter, then the value shall be deemed to be the average of the closing bid or sale prices (whichever is applicable) over the 30-day period ending three (3) days prior to the distribution; and (III) if there is no active public market for the securities, then the value shall be the fair market value thereof, as determined in good faith by the Board. (B) The method of valuation of securities subject to investment letter or other restrictions on free marketability shall be to make an appropriate discount from the market value determined as above in subparagraphs (A)(I), (A)(II), or (A)(III) of this Article 7(c)(iv) to reflect the approximate fair market value thereof, as determined in good faith by the Board.

Liquidation Preference. (i1) In the event of any liquidation, dissolution or winding up of the CompanyPartnership, whether voluntary or involuntary, each holder before any payment or distribution of the Series A Partnership (whether capital or surplus) shall be made to or set apart for the holders of Junior Partnership Units, the holders of Class G Partnership Preferred Shares Units shall be entitled to receivereceive Twenty Five Dollars ($25) per Class G Partnership Preferred Unit (the "Liquidation Preference"), prior plus an amount equal to all dividends (whether or not earned) accumulated, accrued and in preference unpaid on each share of Class G Preferred Stock to the date of final distribution to such holders; but such holders shall not be entitled to any distribution of any of the assets or funds of the Company to further payment. Until the holders of any other class of shares of the Company ranked junior Class G Partnership Preferred Units have been paid the Liquidation Preference in full, plus an amount equal to all dividends (whether or not earned) accumulated, accrued and unpaid on the Class G Preferred Stock to the Series A Preferred Shares (including the Ordinary Shares) by reason date of such holder’s ownership thereof, the greater of: (A) the sum of (x) the Series A Preferred Shares Purchase Price (as adjusted for any share dividends, combinations, splits, recapitalizations or the like on, of or affecting the Series A Preferred Shares), for each Series A Preferred Share then held by such holder and (y) any and all declared but unpaid dividends on each such Series A Preferred Shares and (B) such amount per Series A Preferred Share as would have been payable had all Series A Preferred Shares been converted into Ordinary Shares immediately prior final distribution to such holders, no payment will be made to any holder of Junior Partnership Units upon the liquidation, dissolution or winding up (such amount payable, of the “Liquidation Preference”)Partnership. If, upon the occurrence of such event, the assets and funds thus distributed among the holders of the Series A Preferred Shares shall be insufficient to permit the payment to such holders of the full Liquidation Preference, then the entire assets and funds of the Company legally available for distribution shall be distributed pro rata among the holders of the Series A Preferred Shares in proportion to the Liquidation Preference each such holder is otherwise entitled to receive. If any holder of Series A Preferred Shares shall be deemed to have converted Series A Preferred Shares into Ordinary Shares pursuant to this paragraph, then such holder shall not be entitled to receive any distribution that would otherwise be made to holders of Series A Preferred Shares that have not converted (or have not been deemed to have converted) into Ordinary Shares. (ii) After the payment of the Liquidation Preference to the holders of the Series A Preferred Shares, the remaining assets shall be distributed ratably to the holders of the Ordinary Shares. (iii) Unless the holders of a majority of the Series A Preferred Shares then outstanding shall elect or determine otherwise by written consent, a consolidation or merger of the Company with or into any other Person in which the holders of the Shares as of immediately prior to such merger or consolidation do not continue to hold at least a fifty percent (50%) interest in the surviving entity or a Trade Sale shall be deemed to be a liquidation for purposes of payment of the Liquidation Preference and shall entitle the holders of the Series A Preferred Shares to receive in cash, securities or other property (with any non-cash amounts being valued as provided in Article 7(c)(iv)) in the amounts specified in Article 7(c)(i) and (ii). (iv) Subject to the following provisions of this Article 7(c)(iv), the value of any assets, securities or other property (other than cash) to be received by the Members pursuant to Articles 7(c)(i), 7(c)(ii) and/or 7(c)(iii), shall be equal to the fair market value thereof, as determined in good faith by the Board, if any (taking into account, if applicable, any restrictions on the free marketability of such assets, securities or other property, arising under applicable securities laws or otherwise, other than restrictions arising solely by virtue of a Member’s status as an Affiliate of the Company or the entity surviving or resulting from a change of control of the Company), except that any securities to be distributed to Members of the Company in any liquidation, dissolution or winding up of the CompanyPartnership, whether the assets of the Partnership, or proceeds thereof, distributable among the holders of Class G Partnership Preferred Units shall be insufficient to pay in full the preferential amount aforesaid and liquidating payments on any Parity Partnership Units, then such assets, or the proceeds thereof, shall be distributed among the holders of Class G Partnership Preferred Units and any such Parity Partnership Units ratably in the same proportion as the respective amounts that would be payable on such Class G Partnership Preferred Units and any such other Parity Partnership Units if all amounts payable thereon were paid in full. For the purposes of this Section 4, (i) a consolidation or merger of the Partnership with one or more partnerships, or (ii) a sale or transfer of all or substantially all of the Partnership's assets shall not be deemed to be a liquidation, dissolution or winding up, voluntary or involuntary, or a change of control of the Company, shall be valued as followsPartnership. (A2) The method Upon any liquidation, dissolution or winding up of valuation the Partnership, after payment shall have been made in full to the holders of securities not Class G Partnership Preferred Units and any Parity Partnership Units, as provided in this Section 4, any other series or class or classes of Junior Partnership Units shall, subject to investment letter or other similar restrictions on free marketability shall the respective terms thereof, be as follows: (I) if the securities are then traded on a Recognised Stock Exchange (or a similar national quotation system), then the value shall be deemed entitled to receive any and all assets remaining to be paid or distributed, and the average holders of the closing prices of the securities on such exchange or system over the 30-day period ending three (3) days prior Class G Partnership Preferred Units and any Parity Partnership Units shall not be entitled to the distribution; (II) if the securities are then actively traded over-the-counter, then the value shall be deemed to be the average of the closing bid or sale prices (whichever is applicable) over the 30-day period ending three (3) days prior to the distribution; and (III) if there is no active public market for the securities, then the value shall be the fair market value thereof, as determined in good faith by the Boardshare therein. (B) The method of valuation of securities subject to investment letter or other restrictions on free marketability shall be to make an appropriate discount from the market value determined as above in subparagraphs (A)(I), (A)(II), or (A)(III) of this Article 7(c)(iv) to reflect the approximate fair market value thereof, as determined in good faith by the Board.

Liquidation Preference. (ia) In the event of Upon any voluntary or involuntary liquidation, dissolution or winding up of the Company, whether voluntary or involuntary, each holder affairs of the Series A Partnership, the holders of the Class Twelve Partnership Preferred Shares shall be Units then outstanding are entitled to receive, prior and in preference to any distribution of any receive out of the assets or funds of the Company Partnership legally available for distribution to the its members or equity holders of any other class of shares of the Company ranked junior however denominated a liquidation preference equal to the Series A Preferred Shares (including the Ordinary Shares) by reason of such holder’s ownership thereof, the greater of: (A) the sum of the following (x) the Series A Preferred Shares Purchase Price (as adjusted for any share dividends, combinations, splits, recapitalizations or the like on, of or affecting the Series A Preferred Shares), for each Series A Preferred Share then held by such holder and (y) any and all declared but unpaid dividends on each such Series A Preferred Shares and (B) such amount per Series A Preferred Share as would have been payable had all Series A Preferred Shares been converted into Ordinary Shares immediately prior to such liquidation, dissolution or winding up (such amount payablecollectively, the “Liquidation Preference”). If): (i) $1,000 per Class Twelve Partnership Preferred Unit, (ii) all accumulated but unpaid distributions thereon through and including the date of payment, and (iii) if applicable, the Redemption Premium (as defined below) then in effect, before any distribution of assets is made to holders of any other class or series of Partnership Units that ranks junior to the Class Twelve Partnership Preferred Units as to liquidation rights. (b) In the event that, upon the occurrence of any such eventvoluntary or involuntary liquidation, dissolution or winding up, the legally available assets and funds thus distributed among of the Partnership are insufficient to pay the full amount of the Liquidation Preference on all outstanding Class Twelve Partnership Preferred Units, then the holders of the Series A Class Twelve Partnership Preferred Shares Units shall be insufficient to permit the payment to share ratably in any such holders distribution of the full Liquidation Preference, then the entire assets and funds of the Company legally available for distribution shall be distributed pro rata among the holders of the Series A Preferred Shares in proportion to the Liquidation Preference each such holder is otherwise entitled full liquidating distributions to receive. If any holder of Series A Preferred Shares shall be deemed to have converted Series A Preferred Shares into Ordinary Shares pursuant to this paragraph, then such holder shall not be entitled to receive any distribution that which they would otherwise be made to holders of Series A Preferred Shares that have not converted (or have not been deemed to have converted) into Ordinary Sharesrespectively entitled. (iic) After payment of the payment full amount of the Liquidation Preference to which they are entitled, the holders of the Series A Class Twelve Partnership Preferred Shares, Units will have no right or claim to any of the remaining assets shall be distributed ratably to the holders of the Ordinary SharesPartnership. (iiid) Unless Upon the holders Partnership’s provision of a majority of the Series A Preferred Shares then outstanding shall elect or determine otherwise by written consent, a consolidation or merger of the Company with or into any other Person in which the holders of the Shares notice as of immediately prior to such merger or consolidation do not continue to hold at least a fifty percent (50%) interest in the surviving entity or a Trade Sale shall be deemed to be a liquidation for purposes of payment of the Liquidation Preference and shall entitle the holders of the Series A Preferred Shares to receive in cash, securities or other property (with any non-cash amounts being valued as provided in Article 7(c)(iv)) in the amounts specified in Article 7(c)(i) and (ii). (iv) Subject to the following provisions of this Article 7(c)(iv), the value effective date of any assets, securities or other property (other than cash) to be received by the Members pursuant to Articles 7(c)(i), 7(c)(ii) and/or 7(c)(iii), shall be equal to the fair market value thereof, as determined in good faith by the Board, if any (taking into account, if applicable, any restrictions on the free marketability of such assets, securities or other property, arising under applicable securities laws or otherwise, other than restrictions arising solely by virtue of a Member’s status as an Affiliate of the Company or the entity surviving or resulting from a change of control of the Company), except that any securities to be distributed to Members of the Company in any liquidation, dissolution or winding up of the CompanyPartnership, whether voluntary accompanied by a check or involuntary, or a change wire transfer of control immediately available funds in the amount of the Companyfull Liquidation Preference to which each record holder of the Class Twelve Partnership Preferred Units is entitled, the Class Twelve Partnership Preferred Units shall no longer be valued as followsdeemed outstanding Partnership Units and all rights of the holders of the Class Twelve Partnership Preferred Units will terminate. (Ae) The method consolidation or merger of valuation the Partnership with or into any other business enterprise or of securities any other business enterprise with or into the Partnership, or the sale, lease or conveyance of all or substantially all of the assets or business of the Partnership, shall not subject to investment letter or other similar restrictions on free marketability shall be as follows: (I) if the securities are then traded on a Recognised Stock Exchange (or a similar national quotation system), then the value shall be deemed to be the average constitute a liquidation, dissolution or winding up of the closing prices of the securities on such exchange or system over the 30-day period ending three (3) days prior to the distribution; (II) if the securities are then actively traded over-the-counter, then the value shall be deemed to be the average of the closing bid or sale prices (whichever is applicable) over the 30-day period ending three (3) days prior to the distribution; and (III) if there is no active public market for the securities, then the value shall be the fair market value thereof, as determined in good faith by the BoardPartnership. (B) The method of valuation of securities subject to investment letter or other restrictions on free marketability shall be to make an appropriate discount from the market value determined as above in subparagraphs (A)(I), (A)(II), or (A)(III) of this Article 7(c)(iv) to reflect the approximate fair market value thereof, as determined in good faith by the Board.

Liquidation Preference. (ia) Each 7.00% Cumulative Convertible Preferred Unit shall be entitled to a liquidation preference of $28.00 per 7.00% Cumulative Convertible Preferred Unit (“Liquidation Preference”). (b) In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Company, whether voluntary or involuntary, each holder Operating Partnership pursuant to Article VIII of the Series A Partnership Agreement, the holders of 7.00% Cumulative Convertible Preferred Shares Units then outstanding shall be entitled to receive, prior and in preference to any distribution of any be paid out of the assets or funds of the Company Operating Partnership available for distribution, after and subject to the payment in full of all amounts required to be distributed to the holders of Senior Units, but before any other class of shares of the Company ranked junior to the Series A Preferred Shares (including the Ordinary Shares) by reason of such holder’s ownership thereof, the greater of: (A) the sum of (x) the Series A Preferred Shares Purchase Price (as adjusted for any share dividends, combinations, splits, recapitalizations or the like on, of or affecting the Series A Preferred Shares), for each Series A Preferred Share then held by such holder and (y) any and all declared but unpaid dividends on each such Series A Preferred Shares and (B) such amount per Series A Preferred Share as would have been payable had all Series A Preferred Shares been converted into Ordinary Shares immediately prior to such liquidation, dissolution or winding up (such amount payable, the “Liquidation Preference”). If, upon the occurrence of such event, the assets and funds thus distributed among the holders of the Series A Preferred Shares payment shall be insufficient to permit the payment to such holders of the full Liquidation Preference, then the entire assets and funds of the Company legally available for distribution shall be distributed pro rata among the holders of the Series A Preferred Shares in proportion to the Liquidation Preference each such holder is otherwise entitled to receive. If any holder of Series A Preferred Shares shall be deemed to have converted Series A Preferred Shares into Ordinary Shares pursuant to this paragraph, then such holder shall not be entitled to receive any distribution that would otherwise be made to holders of Series A Preferred Shares that have not converted (or have not been deemed to have converted) into Ordinary Shares. (ii) After the payment of the Liquidation Preference to the holders of the Series A Preferred SharesJunior Units, the remaining assets shall be distributed ratably to the holders of the Ordinary Shares. (iii) Unless the holders of a majority of the Series A Preferred Shares then outstanding shall elect or determine otherwise by written consent, a consolidation or merger of the Company with or into any other Person in which the holders of the Shares as of immediately prior to such merger or consolidation do not continue to hold at least a fifty percent (50%) interest in the surviving entity or a Trade Sale shall be deemed to be a liquidation for purposes of payment of the Liquidation Preference and shall entitle the holders of the Series A Preferred Shares to receive in cash, securities or other property (with any non-cash amounts being valued as provided in Article 7(c)(iv)) in the amounts specified in Article 7(c)(i) and (ii). (iv) Subject to the following provisions of this Article 7(c)(iv), the value of any assets, securities or other property (other than cash) to be received by the Members pursuant to Articles 7(c)(i), 7(c)(ii) and/or 7(c)(iii), shall be an amount equal to the fair market value thereofaggregate Liquidation Preference of the 7.00% Cumulative Convertible Preferred Units held by such holder, as determined in good faith by the Boardplus an amount equal to accrued and unpaid distributions thereon, if any. If upon any (taking into account, if applicable, any restrictions on the free marketability of such assets, securities or other property, arising under applicable securities laws or otherwise, other than restrictions arising solely by virtue of a Member’s status as an Affiliate of the Company or the entity surviving or resulting from a change of control of the Company), except that any securities to be distributed to Members of the Company in any liquidation, dissolution or winding up of the Company, whether voluntary or involuntary, or a change of control Operating Partnership the remaining assets of the Company, Operating Partnership available for the distribution after payment in full of amounts required to be paid or distributed to holders of Senior Units shall be valued as follows. (A) The method insufficient to pay the holders of valuation of securities not subject the 7.00% Cumulative Convertible Preferred Units the full amount to investment letter or other similar restrictions on free marketability which they shall be as follows: (I) if entitled, the securities are then traded on a Recognised Stock Exchange (or a similar national quotation system), then the value shall be deemed to be the average holders of the closing prices 7.00% Cumulative Convertible Preferred Units and the holders of any series of Parity Units shall share ratably with other holders of Parity Units in any distribution of the securities on such exchange or system over remaining assets and funds of the 30-day period ending three (3) days prior Operating Partnership in proportion to the distribution; (II) if respective amounts which would otherwise be payable in respect to the securities are then actively traded over-the-counter, then the value shall be deemed to be the average Parity Units held by each of the closing bid said holders upon such distribution if all amounts payable on or sale prices (whichever is applicable) over with respect to said Parity Units were paid in full. After payment in full of the 30-day period ending three (3) days prior Liquidation Preference and accumulated and unpaid distributions to which they are entitled, the distribution; and (III) if there is no active public market for holders of 7.00% Cumulative Convertible Preferred Units shall not be entitled to any further participation in any distribution of the securities, then assets of the value shall be the fair market value thereof, as determined in good faith by the BoardOperating Partnership. (B) The method of valuation of securities subject to investment letter or other restrictions on free marketability shall be to make an appropriate discount from the market value determined as above in subparagraphs (A)(I), (A)(II), or (A)(III) of this Article 7(c)(iv) to reflect the approximate fair market value thereof, as determined in good faith by the Board.

Liquidation Preference. (i) 4.1. In the event of any liquidationLiquidation, dissolution before any payment or winding up distribution of the Company, whether voluntary or involuntary, each holder assets of the Corporation (whether capital or surplus) shall be made to or set apart for the holders of Junior Shares, the holders of Series A E Preferred Shares shall be entitled to receive, prior and in preference to any distribution of any of the assets or funds of the Company (subject to the Continuation Right of such holders of any other class of shares of the Company ranked junior described below) to receive an amount in cash equal to the Series A Preferred Shares greater of (including the Ordinary Sharesi) by reason of such holder’s ownership thereof, the greater of: (A) the sum of Fifteen Dollars and Sixty-Seven Cents (x$15.67) the per Series A Preferred Shares Purchase Price (as adjusted for any share dividends, combinations, splits, recapitalizations or the like on, of or affecting the Series A Preferred Shares), for each Series A E Preferred Share then held by plus dividends (whether or not earned or declared) accrued and unpaid thereon to the date of final distribution to such holder and (y) any and all declared but unpaid dividends on each such Series A Preferred Shares and (B) such amount per Series A Preferred Share as would have been payable had all Series A Preferred Shares been converted into Ordinary Shares immediately prior to such liquidation, dissolution or winding up (such amount payable, the “Liquidation Preference”)) plus (B) 20.0% or (ii) the consideration payable to the holders of Common Shares in such Liquidation. IfThe foregoing amounts shall be subject to equitable adjustment whenever there shall occur a stock dividend, upon stock split, combination, reorganization, recapitalization, reclassification or other similar event involving a change in the occurrence capital structure of such event, the assets and funds thus distributed among Series E Preferred Shares. Until the holders of the Series A E Preferred Shares have been paid the Liquidation Preference in full, no payment will be made to any holder of Junior Shares upon Liquidation. If, upon any such Liquidation, the assets of the Corporation, or proceeds thereof, distributable among the holders of Series E Preferred Shares shall be insufficient to permit pay in full the payment to such holders preferential amount aforesaid and liquidating payments on any other shares of the full Liquidation Preferenceany class or series of Parity Shares, then such assets, or the entire assets and funds of the Company legally available for distribution proceeds thereof, shall be distributed pro rata among the holders of such Series E Preferred Shares and such other Parity Shares ratably in accordance with the amounts that would be payable on such Series E Preferred Shares and such other Parity Shares if all amounts payable thereon were paid in full. In connection with a Merger Liquidation (as defined below), each holder of Series E Preferred Shares shall have the right (a “Continuation Right”) to elect, by delivering written notice to the Corporation not less than five Business Days prior to the Merger Liquidation, to require the Corporation to make provision for the Series E Preferred Shares to be assumed by the surviving entity as described in Section 4(e); provided, however, notwithstanding the election by any of the holders of the Series A E Preferred Shares of the Continuation Right, the Corporation shall have the right, in proportion connection with any Merger Liquidation, to elect, by delivering written notice to the holders of Series E Preferred Shares at any time prior to the Merger Liquidation, to redeem any or all of the outstanding Series E Preferred Shares for an amount per Series E Preferred Share equal to the Liquidation Preference each such holder is otherwise entitled to receiveplus the Redemption Premium. If any holder of Series A Preferred Shares “Merger Liquidation” shall be deemed to have converted Series A Preferred Shares into Ordinary Shares pursuant to this paragraph, then such holder shall not be entitled to receive any distribution that would otherwise be made to holders of Series A Preferred Shares that have not converted (or have not been deemed to have converted) into Ordinary Shares. (ii) After the payment of the a Liquidation Preference to the holders of the Series A Preferred Shares, the remaining assets shall be distributed ratably to the holders of the Ordinary Shares. (iii) Unless the holders of a majority of the Series A Preferred Shares then outstanding shall elect or determine otherwise by written consent, which constitutes a consolidation or merger of the Company Corporation with one or into any other Person more entities that are not affiliates of the Corporation and as a result of which the Corporation is not the surviving entity. Upon a merger or consolidation of the Corporation with one or more entities that are affiliates of the Corporation, the Corporation shall make provision for the Series E Preferred Shares to be assumed by the surviving entity as described in which Section 7(e). 4.2. Subject to the rights of the holders of any Parity Shares, upon any Liquidation of the Corporation, after payment shall have been made in full to the holders of Series E Preferred Shares and any Parity Shares, as provided in this Section 4, any other series or class or classes of immediately prior Junior Shares shall, subject to such merger or consolidation do not continue the respective terms thereof, be entitled to hold at least a fifty percent (50%) interest in the surviving entity or a Trade Sale shall be deemed receive any and all assets remaining to be a liquidation for purposes of payment of the Liquidation Preference paid or distributed, and shall entitle the holders of the Series A E Preferred Shares and any Parity Shares shall not be entitled to receive in cash, securities or other property (with any non-cash amounts being valued as provided in Article 7(c)(iv)) in the amounts specified in Article 7(c)(i) and (ii)share therein. (iv) Subject to the following provisions of this Article 7(c)(iv), the value of any assets, securities or other property (other than cash) to be received by the Members pursuant to Articles 7(c)(i), 7(c)(ii) and/or 7(c)(iii), shall be equal to the fair market value thereof, as determined in good faith by the Board, if any (taking into account, if applicable, any restrictions on the free marketability of such assets, securities or other property, arising under applicable securities laws or otherwise, other than restrictions arising solely by virtue of a Member’s status as an Affiliate of the Company or the entity surviving or resulting from a change of control of the Company), except that any securities to be distributed to Members of the Company in any liquidation, dissolution or winding up of the Company, whether voluntary or involuntary, or a change of control of the Company, shall be valued as follows. (A) The method of valuation of securities not subject to investment letter or other similar restrictions on free marketability shall be as follows: (I) if the securities are then traded on a Recognised Stock Exchange (or a similar national quotation system), then the value shall be deemed to be the average of the closing prices of the securities on such exchange or system over the 30-day period ending three (3) days prior to the distribution; (II) if the securities are then actively traded over-the-counter, then the value shall be deemed to be the average of the closing bid or sale prices (whichever is applicable) over the 30-day period ending three (3) days prior to the distribution; and (III) if there is no active public market for the securities, then the value shall be the fair market value thereof, as determined in good faith by the Board. (B) The method of valuation of securities subject to investment letter or other restrictions on free marketability shall be to make an appropriate discount from the market value determined as above in subparagraphs (A)(I), (A)(II), or (A)(III) of this Article 7(c)(iv) to reflect the approximate fair market value thereof, as determined in good faith by the Board.

Liquidation Preference. (i) In the event of any liquidation, dissolution dissolution, or winding up of the CompanyCorporation, whether either voluntary or involuntary, each holder distributions to the shareholders of the Corporation shall be made in the following manner: (a) After payment of the "Preference Amount" (as defined in Paragraph (a) -- Series A Convertible Preferred Stock" of Article 2 of the Corporation's Restated Articles of Incorporation, and referred to herein as the "Series A Preference Amount") has been made to the holders of the Series A Preferred, the holders of Series B Preferred Shares then outstanding shall be entitled to receive, prior and in preference to any distribution of any of the assets or surplus funds of the Company Corporation to the holders of any other class of shares of the Company ranked junior to the Series A Preferred Shares (including the Ordinary Shares) Common, by reason of their ownership of such holder’s ownership thereofstock, the greater of: (A) the sum an amount for each share of (x) the Series A B Preferred Shares Purchase Price (as then held by them equal to $335.00 appropriately adjusted for any share dividends, combinations, splitsconsolidations, recapitalizations stock distributions or the like on, of stock dividends or affecting the Series A Preferred Shares), for each Series A Preferred Share then held by splits with respect to such holder and (y) any and shares plus all declared but unpaid dividends on each such Series A Preferred Shares and thereon (B) hereinafter such amount per shall be referred to as the "Series A Preferred Share as would have been payable had all Series A Preferred Shares been converted into Ordinary Shares immediately prior to B Preference Amount"). If upon the occurrence of such event of liquidation, dissolution or winding up (such amount payable, the “Liquidation Preference”). If, upon the occurrence of such eventup, the assets and funds thus property legally available to be distributed among the holders of the Series A B Preferred Shares shall be insufficient to permit the payment to such holders of the full Liquidation PreferenceSeries B Preference Amount, then the entire assets and funds property of the Company Corporation legally available for distribution shall be distributed pro rata ratably among the holders of the Series A B Preferred Shares in proportion to accordance with the Liquidation Series B Preference each such holder is otherwise entitled to receive. If any holder of Series A Preferred Shares shall be deemed to have converted Series A Preferred Shares into Ordinary Shares pursuant to this paragraph, then such holder shall not be entitled to receive any distribution that would otherwise be made to holders of Series A Preferred Shares that have not converted (or have not been deemed to have converted) into Ordinary SharesAmount. (iib) After the payment of the Liquidation Preference has been made to the holders of the Series A Preferred Sharesand the holders of the Series B Preferred of the full amounts to which they shall be entitled as aforesaid, the all remaining assets available for distribution, if any, shall be distributed ratably to among the holders of the Ordinary Shares. (iii) Unless the holders of a majority of Common, the Series A Preferred Shares and the Series B Preferred in proportion to the shares of Common then outstanding shall elect or determine otherwise held by written consentthem and the shares of Common which they then have the right to acquire upon conversion of the shares of Series A Preferred and Series B Preferred, as the case may be, then held by them. (c) For purposes of this Section 4, a merger or consolidation or merger of the Company Corporation with or into any other Person corporation or corporations, or the merger of any other corporation or corporations into the Corporation, in which consolidation or merger the holders shareholders of the Shares Corporation receive distributions in cash or securities of another corporation or corporations as a result of immediately prior to such merger consolidation or consolidation do not continue to hold at least a fifty percent (50%) interest in the surviving entity merger, or a Trade Sale shall be deemed to be a liquidation for purposes sale of payment all or substantially all of the Liquidation Preference and shall entitle the holders assets of the Series A Preferred Shares to receive in cash, securities or other property (with any non-cash amounts being valued as provided in Article 7(c)(iv)) in the amounts specified in Article 7(c)(i) and (ii). (iv) Subject to the following provisions of this Article 7(c)(iv), the value of any assets, securities or other property (other than cash) to be received by the Members pursuant to Articles 7(c)(i), 7(c)(ii) and/or 7(c)(iii)Corporation, shall not be equal to the fair market value thereof, treated as determined in good faith by the Board, if any (taking into account, if applicable, any restrictions on the free marketability of such assets, securities or other property, arising under applicable securities laws or otherwise, other than restrictions arising solely by virtue of a Member’s status as an Affiliate of the Company or the entity surviving or resulting from a change of control of the Company), except that any securities to be distributed to Members of the Company in any liquidation, dissolution or winding up of the CompanyCorporation, whether voluntary unless both (i) the shareholders of this Corporation receive in such consolidation, merger or involuntary, or a change sale of control assets less than fifty percent (50%) of the Companyvoting equity securities of the successor or surviving corporation and (ii) the amount of cash and/or securities received by the shareholders of this Corporation is less than the total liquidation preference of the Series B Preferred as set forth in Section 4(a), in which case such consolidation, merger or sale of assets shall be valued treated as follows. (A) a liquidation, dissolution or winding up. The method of valuation of any securities not subject to investment letter or other similar restrictions on free marketability property other than cash received by the Corporation in any transaction covered by this Section 4(c) shall be as follows: (I) if the securities are then traded on a Recognised Stock Exchange (or a similar national quotation system), then the value shall be deemed to be the average of the closing prices of the securities on such exchange or system over the 30-day period ending three (3) days prior to the distribution; (II) if the securities are then actively traded over-the-counter, then the value shall be deemed to be the average of the closing bid or sale prices (whichever is applicable) over the 30-day period ending three (3) days prior to the distribution; and (III) if there is no active public market for the securities, then the value shall be computed at the fair market value thereof, thereof at the time of receipt as determined in good faith by the BoardBoard of Directors. (Bd) The method holders of valuation of securities subject Series B Preferred shall have no priority or preference with respect to investment letter or other restrictions on free marketability shall be to make an appropriate discount from the market value determined as above in subparagraphs (A)(I), (A)(II), or (A)(III) of this Article 7(c)(iv) to reflect the approximate fair market value thereof, as determined in good faith distributions made by the BoardCorporation in connection with the repurchase of shares of Common issued to or held by employees, directors or consultants upon termination of their employment or services pursuant to agreements providing for the right of said repurchase between the Corporation and such persons.

Liquidation Preference. (ia) The liquidation rights of the 6% Preferred shall rank pari passu with the Class C Preferred Stock of the Corporation. In the event of any liquidation, dissolution or winding up of the CompanyCorporation, whether either voluntary or involuntary, each holder the holders of the Series A 6% Preferred Shares shall be entitled to receive, prior and in preference to any distribution of any assets of the assets or funds of the Company to the holders of any other class of shares of the Company ranked junior to the Series A Preferred Shares (including the Ordinary Shares) by reason of such holder’s ownership thereof, the greater of: (A) the sum of (x) the Series A Preferred Shares Purchase Price (as adjusted for any share dividends, combinations, splits, recapitalizations or the like on, of or affecting the Series A Preferred Shares), for each Series A Preferred Share then held by such holder and (y) any and all declared but unpaid dividends on each such Series A Preferred Shares and (B) such amount per Series A Preferred Share as would have been payable had all Series A Preferred Shares been converted into Ordinary Shares immediately prior to such liquidation, dissolution or winding up (such amount payable, the “Liquidation Preference”). If, upon the occurrence of such event, the assets and funds thus distributed among the holders of the Series A Preferred Shares shall be insufficient to permit the payment to such holders of the full Liquidation Preference, then the entire assets and funds of the Company legally available for distribution shall be distributed pro rata among the holders of the Series A Preferred Shares in proportion to the Liquidation Preference each such holder is otherwise entitled to receive. If any holder of Series A Preferred Shares shall be deemed to have converted Series A Preferred Shares into Ordinary Shares pursuant to this paragraph, then such holder shall not be entitled to receive any distribution that would otherwise be made to holders of Series A Preferred Shares that have not converted (or have not been deemed to have converted) into Ordinary Shares. (ii) After the payment of the Liquidation Preference Corporation to the holders of the Series A Common Stock or any other class or series of shares except any class or series which is entitled to priority over the 6% Preferred Sharesand except for ratable distribution to the Class C Preferred Stock, the remaining assets shall be distributed ratably to the holders amount of $1,000 per share plus any accrued but unpaid dividends plus any amounts accrued but unpaid under Section 1.4(b)(iv) of the Ordinary SharesPreferred Stock Investment Agreement under which shares of the 6% Preferred were originally issued (the "Liquidation Preference"). (iiib) Unless Subject to the holders last sentence of a majority of the Series A Preferred Shares then outstanding shall elect or determine otherwise by written consentthis Section, a consolidation or merger of the Company Corporation with or into any other Person in which corporation or corporations, or a sale of all or substantially all of the assets of the Corporation, shall, at the option of the holders of the Shares as of immediately prior to such merger or consolidation do not continue to hold at least a fifty percent (50%) interest in the surviving entity or a Trade Sale shall 6% Preferred, be deemed to be a liquidation for purposes of payment of the Liquidation Preference and shall entitle the holders of the Series A Preferred Shares to receive in cash, securities or other property (with any non-cash amounts being valued as provided in Article 7(c)(iv)) in the amounts specified in Article 7(c)(i) and (ii). (iv) Subject to the following provisions of this Article 7(c)(iv), the value of any assets, securities or other property (other than cash) to be received by the Members pursuant to Articles 7(c)(i), 7(c)(ii) and/or 7(c)(iii), shall be equal to the fair market value thereof, as determined in good faith by the Board, if any (taking into account, if applicable, any restrictions on the free marketability of such assets, securities or other property, arising under applicable securities laws or otherwise, other than restrictions arising solely by virtue of a Member’s status as an Affiliate of the Company or the entity surviving or resulting from a change of control of the Company), except that any securities to be distributed to Members of the Company in any liquidation, dissolution or winding up within the meaning of this Section 2 if the shares of stock of the Company, whether voluntary or involuntary, or Corporation (along with all derivative securities) outstanding immediately prior to such transaction represent immediately after such transaction less than a change of control majority of the Company, voting power of the surviving corporation (or of the acquirer of the Corporation's assets in the case of a sale of assets). Such option may be exercised by the vote or written consent of holders of a majority of the 6% Preferred at any time within thirty calendar days after written notice of the essential terms of such transaction shall have been given to the holders of the 6% Preferred as provided in Section 5 hereof. Such notice shall be valued as follows. (A) The method given by the Corporation immediately following determination of valuation such essential terms. If such option is exercised, the holders of securities not subject to investment letter or other similar restrictions on free marketability the 6% Preferred shall be as follows: entitled to receive, in cash, immediately upon the occurrence of such transaction, an amount per share equal to the Liquidation Preference divided by the difference between 100% and the Applicable Percentage determined pursuant to Section 4 hereof. This Section shall not apply to a business combination in which the Common Stock of the Corporation is converted solely into or exchanged solely for voting common stock of the corporation surviving such business combination, if (Ii) if such common stock of the securities are then surviving corporation is listed and traded on a Recognised the NASDAQ National Market, the American Stock Exchange or the New York Stock Exchange, and (or a similar national quotation system), then ii) the value shall be deemed to be the average Board of Directors of the closing prices of the securities on such exchange or system over the 30-day period ending three (3) days prior to the distribution; (II) if the securities are then actively traded over-the-counter, then the value shall be deemed to be the average of the closing bid or sale prices (whichever is applicable) over the 30-day period ending three (3) days prior to the distribution; and (III) if there is no active public market for the securities, then the value shall be the fair market value thereof, as determined Corporation determines in good faith that the conversion rights and other rights and preferences of the 6% Preferred are preserved and not rendered of less value by the Boardterms of such business combination. (B) The method of valuation of securities subject to investment letter or other restrictions on free marketability shall be to make an appropriate discount from the market value determined as above in subparagraphs (A)(I), (A)(II), or (A)(III) of this Article 7(c)(iv) to reflect the approximate fair market value thereof, as determined in good faith by the Board.

Liquidation Preference. (ia) In the event of any liquidation, dissolution or winding up of the CompanyPartnership, whether voluntary or involuntary, each holder before any payment or distribution by the Partnership (whether of capital, surplus or otherwise) shall be made to or set apart for the Series A holders of any Junior Partnership Units, the holders of Class Eleven Partnership Preferred Shares Units shall be entitled to receive, prior for each Class Eleven Partnership Preferred Unit, the Liquidation Preference thereof, plus all accumulated, accrued and in preference unpaid distributions thereon, if any, to, but excluding, the date of final distribution to such holders; but such holders shall not be entitled to any distribution of any of the assets or funds of the Company to further payment. Until the holders of any other class of shares of the Company ranked junior to Class Eleven Partnership Preferred Units have been paid the Series A Preferred Shares (including the Ordinary Shares) by reason of such holder’s ownership thereofLiquidation Preference in full, plus all accumulated, accrued and unpaid distributions thereon, if any, to, but excluding, the greater of: (A) the sum date of (x) the Series A Preferred Shares Purchase Price (as adjusted for any share dividends, combinations, splits, recapitalizations or the like on, of or affecting the Series A Preferred Shares), for each Series A Preferred Share then held by such holder and (y) any and all declared but unpaid dividends on each such Series A Preferred Shares and (B) such amount per Series A Preferred Share as would have been payable had all Series A Preferred Shares been converted into Ordinary Shares immediately prior final distribution to such holders, no payment will be made to any holder of Junior Partnership Units upon the liquidation, dissolution or winding up (such amount payable, of the “Liquidation Preference”)Partnership. If, upon the occurrence of such event, the assets and funds thus distributed among the holders of the Series A Preferred Shares shall be insufficient to permit the payment to such holders of the full Liquidation Preference, then the entire assets and funds of the Company legally available for distribution shall be distributed pro rata among the holders of the Series A Preferred Shares in proportion to the Liquidation Preference each such holder is otherwise entitled to receive. If any holder of Series A Preferred Shares shall be deemed to have converted Series A Preferred Shares into Ordinary Shares pursuant to this paragraph, then such holder shall not be entitled to receive any distribution that would otherwise be made to holders of Series A Preferred Shares that have not converted (or have not been deemed to have converted) into Ordinary Shares. (ii) After the payment of the Liquidation Preference to the holders of the Series A Preferred Shares, the remaining assets shall be distributed ratably to the holders of the Ordinary Shares. (iii) Unless the holders of a majority of the Series A Preferred Shares then outstanding shall elect or determine otherwise by written consent, a consolidation or merger of the Company with or into any other Person in which the holders of the Shares as of immediately prior to such merger or consolidation do not continue to hold at least a fifty percent (50%) interest in the surviving entity or a Trade Sale shall be deemed to be a liquidation for purposes of payment of the Liquidation Preference and shall entitle the holders of the Series A Preferred Shares to receive in cash, securities or other property (with any non-cash amounts being valued as provided in Article 7(c)(iv)) in the amounts specified in Article 7(c)(i) and (ii). (iv) Subject to the following provisions of this Article 7(c)(iv), the value of any assets, securities or other property (other than cash) to be received by the Members pursuant to Articles 7(c)(i), 7(c)(ii) and/or 7(c)(iii), shall be equal to the fair market value thereof, as determined in good faith by the Board, if any (taking into account, if applicable, any restrictions on the free marketability of such assets, securities or other property, arising under applicable securities laws or otherwise, other than restrictions arising solely by virtue of a Member’s status as an Affiliate of the Company or the entity surviving or resulting from a change of control of the Company), except that any securities to be distributed to Members of the Company in any liquidation, dissolution or winding up of the CompanyPartnership, whether the assets of the Partnership, or proceeds thereof, legally available for distribution among the holders of Class Eleven Partnership Preferred Units shall be insufficient to pay in full the preferential amount aforesaid and liquidating payments on any other units of any class or series of Parity Partnership Units, then such assets, or the proceeds thereof, shall be distributed among the holders of Class Eleven Partnership Preferred Units and any such other Parity Partnership Units ratably in the same proportion as the respective amounts that would be payable on such Class Eleven Partnership Preferred Units and any such other Parity Partnership Units if all amounts payable thereon were paid in full. For the purposes of this Section 5, (i) a consolidation or merger of the Partnership with one or more entities, (ii) a sale or transfer of all or substantially all of the Partnership’s assets, and (iii) a statutory unit exchange shall not be deemed to be a liquidation, dissolution or winding up, voluntary or involuntary, or a change of control of the Company, shall be valued as followsPartnership. (Ab) The method Upon any liquidation, dissolution or winding up of valuation the Partnership, after payment shall have been made in full to the holders of securities not Class Eleven Partnership Preferred Units and any Parity Partnership Units, as provided in Section 5(a) any series or class or classes of Junior Partnership Units shall, subject to investment letter or other similar restrictions on free marketability shall the respective terms thereof, be as follows: (I) if the securities are then traded on a Recognised Stock Exchange (or a similar national quotation system), then the value shall be deemed entitled to receive any and all assets remaining to be paid or distributed, and the average holders of the closing prices of the securities on such exchange or system over the 30-day period ending three (3) days prior Class Eleven Partnership Preferred Units and any Parity Partnership Units shall not be entitled to the distribution; (II) if the securities are then actively traded over-the-counter, then the value shall be deemed to be the average of the closing bid or sale prices (whichever is applicable) over the 30-day period ending three (3) days prior to the distribution; and (III) if there is no active public market for the securities, then the value shall be the fair market value thereof, as determined in good faith by the Boardshare therein. (Bc) The method In determining whether a distribution (other than upon voluntary or involuntary liquidation, dissolution or winding up of valuation of securities subject to investment letter the Partnership) by distribution, redemption or other restrictions on free marketability acquisition of units of the Partnership or otherwise is permitted under the Act, no effect shall be given to make an appropriate discount from amounts that would be needed, if the market value determined as above in subparagraphs (A)(I)Partnership were to be dissolved at the time of the distribution, (A)(II), to satisfy the preferential rights upon dissolution of holders of the Partnership Units whose preferential rights upon dissolution are superior or (A)(III) of this Article 7(c)(iv) prior to reflect those receiving the approximate fair market value thereof, as determined in good faith by the Boarddistribution.

Liquidation Preference. (a) Upon any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Partnership, the holders of Class A Preferred Units are entitled to be paid out of the assets of the Partnership legally available for distribution to its Partners a liquidation preference equal to the sum of (i) In $100.00 per Class A Preferred Unit (the event “Class A Preferred Base Liquidation Preference”), and (ii) an amount equal to all accumulated and unpaid distributions to, but not including, the date of the redemption, in cash or property at its fair market value as determined by the General Partner before any distribution of assets is made with respect to OP Units or other Partnership Units ranking junior to Class A Preferred Units with respect to distribution rights or rights upon liquidation, dissolution or winding up of the Partnership. (b) If upon any liquidation, dissolution or winding up of the CompanyPartnership, whether voluntary or involuntary, each holder the assets of the Series A Preferred Shares shall be entitled to receivePartnership, prior and in preference to any distribution of any of the assets or funds of the Company to proceeds thereof, distributable among the holders of Class A Preferred Units shall be insufficient to pay in full the above described preferential amount and liquidating payments on any other class or series of shares of Preferred Parity Units, then such assets, or the Company ranked junior to the Series A Preferred Shares (including the Ordinary Shares) by reason of such holder’s ownership proceeds thereof, the greater of: (A) the sum of (x) the Series A Preferred Shares Purchase Price (as adjusted for any share dividends, combinations, splits, recapitalizations or the like on, of or affecting the Series A Preferred Shares), for each Series A Preferred Share then held by such holder and (y) any and all declared but unpaid dividends on each such Series A Preferred Shares and (B) such amount per Series A Preferred Share as would have been payable had all Series A Preferred Shares been converted into Ordinary Shares immediately prior to such liquidation, dissolution or winding up (such amount payable, the “Liquidation Preference”). If, upon the occurrence of such event, the assets and funds thus shall be distributed among the holders of the Series Class A Preferred Shares shall Units and any such other Preferred Parity Units ratably in the same proportion as the respective amounts that would be insufficient to permit the payment to payable on such holders of the full Liquidation Preference, then the entire assets and funds of the Company legally available for distribution shall be distributed pro rata among the holders of the Series Class A Preferred Shares Units and any such other Preferred Parity Units if all amounts payable thereon were paid in proportion to the Liquidation Preference each such holder is otherwise entitled to receive. If any holder of Series A Preferred Shares shall be deemed to have converted Series A Preferred Shares into Ordinary Shares pursuant to this paragraph, then such holder shall not be entitled to receive any distribution that would otherwise be made to holders of Series A Preferred Shares that have not converted (or have not been deemed to have converted) into Ordinary Sharesfull. (iic) After the payment of the Liquidation Preference to the holders of the Series A Preferred Shares, the remaining assets shall be distributed ratably to the holders of the Ordinary Shares. (iii) Unless the holders of a majority of the Series A Preferred Shares then outstanding shall elect or determine otherwise by written consent, a consolidation or merger of the Company with or into any other Person in which the holders of the Shares as of immediately prior to such merger or consolidation do not continue to hold at least a fifty percent (50%) interest in the surviving entity or a Trade Sale shall be deemed to be a liquidation for purposes of payment of the Liquidation Preference and shall entitle the holders of the Series A Preferred Shares to receive in cash, securities or other property (with any non-cash amounts being valued as provided in Article 7(c)(iv)) in the amounts specified in Article 7(c)(i) and (ii). (iv) Subject to the following provisions of this Article 7(c)(iv), the value of any assets, securities or other property (other than cash) to be received by the Members pursuant to Articles 7(c)(i), 7(c)(ii) and/or 7(c)(iii), shall be equal to the fair market value thereof, as determined in good faith by the Board, if any (taking into account, if applicable, any restrictions on the free marketability of such assets, securities or other property, arising under applicable securities laws or otherwise, other than restrictions arising solely by virtue of a Member’s status as an Affiliate of the Company or the entity surviving or resulting from a change of control of the Company), except that any securities to be distributed to Members of the Company in Upon any liquidation, dissolution or winding up of the CompanyPartnership, whether voluntary after payment shall have been made in full to the holders of Class A Preferred Units and any other Preferred Parity Units, Class A Preferred Units and any other Preferred Parity Units shall not be entitled to receive any and all assets remaining to be paid or involuntary, or a change of control of distributed to the Company, shall be valued as followsPartners. (Ad) The method None of valuation a consolidation or merger of securities not subject to investment letter the Partnership with or other similar restrictions on free marketability into another entity, a merger of another entity with or into the Partnership, a sale, lease or conveyance of all or substantially all of the Partnership’s property or business or an occurrence of a Mandatory Conversion Event shall be as follows: (I) if the securities are then traded on considered a Recognised Stock Exchange (liquidation, dissolution or a similar national quotation system), then the value shall be deemed to be the average winding up of the closing prices affairs of the securities on such exchange or system over the 30-day period ending three (3) days prior to the distribution; (II) if the securities are then actively traded over-the-counter, then the value shall be deemed to be the average of the closing bid or sale prices (whichever is applicable) over the 30-day period ending three (3) days prior to the distribution; and (III) if there is no active public market Partnership for the securities, then the value shall be the fair market value thereof, as determined in good faith by the Board. (B) The method of valuation of securities subject to investment letter or other restrictions on free marketability shall be to make an appropriate discount from the market value determined as above in subparagraphs (A)(I), (A)(II), or (A)(III) purposes of this Article 7(c)(iv) to reflect the approximate fair market value thereof, as determined in good faith by the BoardSection 16.05.

Liquidation Preference. (i) In the event of any a liquidation, dissolution or winding up of the CompanyCorporation, whether voluntary or involuntary, each holder the holders of the then-outstanding shares of Series A Preferred Shares Stock shall be entitled to receive, prior and in preference to any distribution of any receive out of the assets or funds of the Company Corporation, whether such assets are capital or surplus of any nature, an amount per share equal to the holders greater of any other class of shares of the Company ranked junior to the Series A Preferred Shares (including the Ordinary Shares) by reason of such holder’s ownership thereof, the greater of: (A) the sum of (xi) the Series A Preferred Shares Purchase Price Stated Value thereof and (as adjusted for any share ii) the dividends, combinationsif any, splitsaccumulated or deemed to have accumulated thereon to the date of final distribution to such holders, recapitalizations whether or the like onnot such dividends are declared, of or affecting the Series A Preferred Shares), for each Series A Preferred Share then held by such holder and (y) any and all declared but unpaid dividends on each such Series A Preferred Shares and (B) the amount that would be payable to such amount per holders if the holders had converted all outstanding shares of Series A Preferred Share as would have been payable had all Series A Preferred Shares been converted Stock into Ordinary Shares shares of Common Stock immediately prior to such liquidation, dissolution or winding up (up, and shall, after the holders of Common Stock have received an amount per share of Common Stock equal to the amount paid per share of Series A Preferred Stock, be entitled to participate on a pro rata basis with the holders of Common Stock. After any such amount payablepayment in full, the “Liquidation Preference”)holders of Series A Preferred Stock shall not, as such, be entitled to any further participation in any distribution of assets of the Corporation. If, upon the occurrence of such event, All the assets of the Corporation available for distribution to stockholders after the liquidation preferences of any Senior Liquidation Securities shall be distributed ratably (in proportion to the full distributable amounts to which holders of Series A Preferred Stock and funds thus distributed Parity Liquidation Securities, if any, are respectively entitled upon such dissolution, liquidation or winding up) among the holders of the Series A Preferred Shares shall be insufficient to permit the payment to such holders of the full Liquidation Preference, then the entire assets and funds of the Company legally available for distribution shall be distributed pro rata among the holders of the Series A Preferred Shares in proportion to the Liquidation Preference each such holder is otherwise entitled to receive. If any holder then-outstanding shares of Series A Preferred Shares shall be deemed Stock and Parity Liquidation Securities, if any, when such assets are not sufficient to have converted Series A Preferred Shares into Ordinary Shares pursuant to this paragraph, then such holder shall not be entitled to receive any distribution that would otherwise be made to holders of Series A Preferred Shares that have not converted (or have not been deemed to have converted) into Ordinary Sharespay in full the aggregate amounts payable thereon. (ii) After the payment of the Liquidation Preference to the holders of the Series A Preferred Shares, the remaining assets shall be distributed ratably to the holders of the Ordinary Shares. (iii) Unless the holders of a majority of the Series A Preferred Shares then outstanding shall elect or determine otherwise by written consent, Neither a consolidation or merger of the Company Corporation with or into any other Person in which the holders or Persons, nor a sale, conveyance, lease, exchange or transfer of all or part of the Shares as of immediately prior Corporation's assets for cash, securities or other property to such merger a Person or consolidation do not continue to hold at least a fifty percent (50%) interest in the surviving entity or a Trade Sale Persons shall be deemed to be a liquidation for purposes of payment of the Liquidation Preference and shall entitle the holders of the Series A Preferred Shares to receive in cash, securities or other property (with any non-cash amounts being valued as provided in Article 7(c)(iv)) in the amounts specified in Article 7(c)(i) and (ii). (iv) Subject to the following provisions of this Article 7(c)(iv), the value of any assets, securities or other property (other than cash) to be received by the Members pursuant to Articles 7(c)(i), 7(c)(ii) and/or 7(c)(iii), shall be equal to the fair market value thereof, as determined in good faith by the Board, if any (taking into account, if applicable, any restrictions on the free marketability of such assets, securities or other property, arising under applicable securities laws or otherwise, other than restrictions arising solely by virtue of a Member’s status as an Affiliate of the Company or the entity surviving or resulting from a change of control of the Company), except that any securities to be distributed to Members of the Company in any liquidation, dissolution or winding up of the CompanyCorporation for purposes of this Article IV, whether but the holders of shares of Series A Preferred Stock shall nevertheless be entitled from and after any such consolidation, merger or sale, conveyance, lease, exchange or transfer of all or part of the Corporation's assets to the rights provided by this Article IV following any such transaction. Notice of any voluntary or involuntaryinvoluntary liquidation, dissolution or a change of control winding up of the CompanyCorporation, stating the payment date or dates when, and the place or places where, the amounts distributable to each holder of shares of Series A Preferred Stock in such circumstances shall be payable, shall be valued as follows. (A) The method of valuation of securities given by first-class mail, postage prepaid, mailed not subject to investment letter or other similar restrictions on free marketability shall be as follows: (I) if the securities are then traded on a Recognised Stock Exchange (or a similar national quotation system), then the value shall be deemed to be the average of the closing prices of the securities on such exchange or system over the 30-day period ending three (3) less than 45 days prior to any payment date stated therein, to holders of record as they appear on the distribution; (II) if the securities are then actively traded over-the-counter, then the value shall be deemed to be the average stock record books of the closing bid or sale prices (whichever is applicable) over Corporation as of the 30-day period ending three (3) days prior to the distribution; and (III) if there is no active public market for the securities, then the value shall be the fair market value thereof, as determined in good faith by the Boarddate such notices are first mailed. (B) The method of valuation of securities subject to investment letter or other restrictions on free marketability shall be to make an appropriate discount from the market value determined as above in subparagraphs (A)(I), (A)(II), or (A)(III) of this Article 7(c)(iv) to reflect the approximate fair market value thereof, as determined in good faith by the Board.

Liquidation Preference. (i) In the event of any liquidation, dissolution or winding up of the Company, whether either voluntary or involuntary, each holder : (a) the holders of the Series A Preferred Shares shall be entitled to receive, prior and in preference to any distribution of any of the assets or funds of the Company to the holders of the Ordinary Shares or any other class or series of shares of the Company ranked junior to the Series A Preferred Shares (including the Ordinary Shares) by reason of such holder’s ownership thereofthen outstanding, the greater of: (A) the sum of (x) the Series A Preferred Shares Purchase Price (as adjusted for any share dividends, combinations, splits, recapitalizations or the like on, of or affecting the Series A Preferred Shares), for each Series A Preferred Share then held by such holder and (y) any and all declared but unpaid dividends on each such Series A Preferred Shares and (B) such an amount per Series A Preferred Share as would have been payable had all equal to (i) one hundred and fifty percent (150%) of the per share price of Series A Preferred Share at which time such Series A Preferred Shares been converted into Ordinary Shares immediately prior to such liquidationwere first issued, dissolution as adjusted for share dividends, splits, combinations, recapitalizations or winding up similar events and are otherwise provided herein (such amount payablethe “Preferred Share Issue Price”), plus (ii) all declared but unpaid dividends thereon (collectively, the “Liquidation PreferencePreferred Share Preference Amount”). If, upon If the occurrence Company has insufficient assets to permit payment of such event, the assets and funds thus distributed among the Preferred Share Preference Amount in full to all holders of the Series A Preferred Shares shall be insufficient to permit the payment to such holders of the full Liquidation PreferenceShares, then the entire assets and funds of the Company legally available for distribution shall be distributed pro rata among ratably to the holders of the Series A Preferred Shares in proportion to the Liquidation full Preferred Share Preference Amount each such holder is otherwise entitled to receive. If any holder of Series A Preferred Shares shall would otherwise be deemed entitled to have converted receive under this Section 7.1. (b) After the full Preferred Share Preference Amount on all outstanding Series A Preferred Shares into Ordinary Shares pursuant has been paid, any remaining funds or assets of the Company legally available for distribution to this paragraph, then such holder shareholders shall not be entitled distributed to receive any distribution that would otherwise be made to the holders of Series A Preferred Shares that have not converted (or have not been deemed to have converted) into Class B Ordinary Shares. (ii) After the payment of the Liquidation Preference , prior to the holders of the Series Class A Ordinary Shares or any other class or series of shares then outstanding, an amount per Class B Ordinary Share equal to (i) one hundred and fifty percent (150%) of the deemed per share price of Class B Ordinary Share, which is US$0.0121, equivalent to RMB0.0739, as adjusted for share dividends, splits, combinations, recapitalizations or similar events and are otherwise provided herein (the “Deemed Class B Share Issue Price”, collectively with the Preferred SharesShare Issue Price, the “Share Issue Price”), plus (ii) all declared but unpaid dividends thereon (collectively, the “Class B Share Preference Amount”, collectively with the Preferred Share Preference Amount, the “Preference Amount”). After the full Preferred Share Preference Amount has been paid, if the remaining assets are insufficient to permit payment of the Class B Share Preference Amount in full to all holders of Class B Ordinary Shares, then the remaining assets of the Company shall be distributed ratably to the holders of the Class B Ordinary SharesShares in proportion to the full Class B Share Preference Amount each such holder of Class B Ordinary Shares would otherwise be entitled to receive under this Section 7.1. (iiic) Unless After the holders of a majority of the full Preference Amount on all outstanding Series A Preferred Shares then outstanding shall elect and Class B Ordinary Shares has been paid, any remaining funds or determine otherwise by written consent, a consolidation or merger assets of the Company with or into any other Person in which legally available for distribution to shareholders shall be distributed on a pro rata, pari passu basis among the holders of the Preferred Shares as of immediately prior to such merger or consolidation do not continue to hold at least a fifty percent (50%) interest in the surviving entity or a Trade Sale shall be deemed to be a liquidation for purposes of payment of the Liquidation Preference and shall entitle on an as-converted basis), together with the holders of the Series A Preferred Shares to receive in cash, securities or other property (with any non-cash amounts being valued as provided in Article 7(c)(iv)) in the amounts specified in Article 7(c)(i) and (ii)Ordinary Shares. (iv) Subject to the following provisions of this Article 7(c)(iv), the value of any assets, securities or other property (other than cash) to be received by the Members pursuant to Articles 7(c)(i), 7(c)(ii) and/or 7(c)(iii), shall be equal to the fair market value thereof, as determined in good faith by the Board, if any (taking into account, if applicable, any restrictions on the free marketability of such assets, securities or other property, arising under applicable securities laws or otherwise, other than restrictions arising solely by virtue of a Member’s status as an Affiliate of the Company or the entity surviving or resulting from a change of control of the Company), except that any securities to be distributed to Members of the Company in any liquidation, dissolution or winding up of the Company, whether voluntary or involuntary, or a change of control of the Company, shall be valued as follows. (A) The method of valuation of securities not subject to investment letter or other similar restrictions on free marketability shall be as follows: (I) if the securities are then traded on a Recognised Stock Exchange (or a similar national quotation system), then the value shall be deemed to be the average of the closing prices of the securities on such exchange or system over the 30-day period ending three (3) days prior to the distribution; (II) if the securities are then actively traded over-the-counter, then the value shall be deemed to be the average of the closing bid or sale prices (whichever is applicable) over the 30-day period ending three (3) days prior to the distribution; and (III) if there is no active public market for the securities, then the value shall be the fair market value thereof, as determined in good faith by the Board. (B) The method of valuation of securities subject to investment letter or other restrictions on free marketability shall be to make an appropriate discount from the market value determined as above in subparagraphs (A)(I), (A)(II), or (A)(III) of this Article 7(c)(iv) to reflect the approximate fair market value thereof, as determined in good faith by the Board.

Liquidation Preference. (i) 4.1. In the event of any liquidationLiquidation, dissolution before any payment or winding up distribution of the Company, whether voluntary or involuntary, each holder assets of the Corporation (whether capital or surplus) shall be made to or set apart for the holders of Junior Shares, the holders of Series A D Preferred Shares shall be entitled to receive, prior and in preference to any distribution of any of the assets or funds of the Company (subject to the Continuation Right of such holders of any other class of shares of the Company ranked junior described below) to receive an amount in cash equal to the Series A Preferred Shares greater of (including the Ordinary Sharesi) by reason of such holder’s ownership thereof, the greater of: (A) the sum of Thirteen Dollars and Fifty Nine Cents (x$13.59) the per Series A Preferred Shares Purchase Price (as adjusted for any share dividends, combinations, splits, recapitalizations or the like on, of or affecting the Series A Preferred Shares), for each Series A D Preferred Share then held by plus dividends (whether or not earned or declared) accrued and unpaid thereon to the date of final distribution to such holder and (ythe “Liquidation Preference”) any and all declared but unpaid dividends on each such Series A Preferred Shares and plus (B) such 20.0% (the “Premium”), (ii) an amount per Series A D Preferred Share as equal to the amount that would have been payable had all each Series A D Preferred Shares Share been converted into Ordinary Common Shares at the Conversion Price immediately prior to such liquidationLiquidation (for purposes of this clause (ii), dissolution assuming that the day prior to the Liquidation is the Conversion Election Date) or winding up (iii) the consideration payable to the holders of Common Shares in such amount payableLiquidation. The foregoing amounts shall be subject to equitable adjustment whenever there shall occur a stock dividend, stock split, combination, reorganization, recapitalization, reclassification or other similar event involving a change in the “Liquidation Preference”)capital structure of the Series D Preferred Shares. If, upon the occurrence of such event, the assets and funds thus distributed among Until the holders of the Series A D Preferred Shares have been paid the Liquidation Preference in full, no payment will be made to any holder of Junior Shares upon Liquidation. If, upon any such Liquidation, the assets of the Corporation, or proceeds thereof, distributable among the holders of Series D Preferred Shares shall be insufficient to permit pay in full the payment to such holders preferential amount aforesaid and liquidating payments on any other shares of the full Liquidation Preferenceany class or series of Parity Shares, then such assets, or the entire assets and funds of the Company legally available for distribution proceeds thereof, shall be distributed pro rata among the holders of such Series D Preferred Shares and such other Parity Shares ratably in accordance with the amounts that would be payable on such Series D Preferred Shares and such other Parity Shares if all amounts payable thereon were paid in full. In connection with a Merger Liquidation (as defined below), each holder of Series D Preferred Shares shall have the right (a “Continuation Right”) to elect, by delivering written notice to the Corporation not less than five Business Days prior to the Merger Liquidation, to require the Corporation to make provision for the Series D Preferred Shares to be assumed by the surviving entity as described in Section 7(h); provided, however, notwithstanding the election by any of the holders of the Series A D Preferred Shares of the Continuation Right, the Corporation shall have the right, in proportion connection with any Merger Liquidation, to elect, by delivering written notice to the holders of Series D Preferred Shares at any time prior to the Merger Liquidation, to redeem any or all of the outstanding Series D Preferred Shares for an amount per Series D Preferred Share equal to the Liquidation Preference each such holder is otherwise entitled to receiveplus the Premium. If any holder of Series A Preferred Shares “Merger Liquidation” shall be deemed to have converted Series A Preferred Shares into Ordinary Shares pursuant to this paragraph, then such holder shall not be entitled to receive any distribution that would otherwise be made to holders of Series A Preferred Shares that have not converted (or have not been deemed to have converted) into Ordinary Shares. (ii) After the payment of the a Liquidation Preference to the holders of the Series A Preferred Shares, the remaining assets shall be distributed ratably to the holders of the Ordinary Shares. (iii) Unless the holders of a majority of the Series A Preferred Shares then outstanding shall elect or determine otherwise by written consent, which constitutes a consolidation or merger of the Company Corporation with one or into any other Person more entities that are not affiliates of the Corporation and as a result of which the Corporation is not the surviving entity. Upon a merger or consolidation of the Corporation with one or more entities that are affiliates of the Corporation, the Corporation shall make provision for the Series D Preferred Shares to be assumed by the surviving entity as described in which Section 7(h). 4.2. Subject to the rights of the holders of any Parity Shares, upon any Liquidation of the Corporation, after payment shall have been made in full to the holders of Series D Preferred Shares and any Parity Shares, as provided in this Section 4, any other series or class or classes of immediately prior Junior Shares shall, subject to such merger or consolidation do not continue the respective terms thereof, be entitled to hold at least a fifty percent (50%) interest in the surviving entity or a Trade Sale shall be deemed receive any and all assets remaining to be a liquidation for purposes of payment of the Liquidation Preference paid or distributed, and shall entitle the holders of the Series A D Preferred Shares and any Parity Shares shall not be entitled to receive in cash, securities or other property (with any non-cash amounts being valued as provided in Article 7(c)(iv)) in the amounts specified in Article 7(c)(i) and (ii)share therein. (iv) Subject to the following provisions of this Article 7(c)(iv), the value of any assets, securities or other property (other than cash) to be received by the Members pursuant to Articles 7(c)(i), 7(c)(ii) and/or 7(c)(iii), shall be equal to the fair market value thereof, as determined in good faith by the Board, if any (taking into account, if applicable, any restrictions on the free marketability of such assets, securities or other property, arising under applicable securities laws or otherwise, other than restrictions arising solely by virtue of a Member’s status as an Affiliate of the Company or the entity surviving or resulting from a change of control of the Company), except that any securities to be distributed to Members of the Company in any liquidation, dissolution or winding up of the Company, whether voluntary or involuntary, or a change of control of the Company, shall be valued as follows. (A) The method of valuation of securities not subject to investment letter or other similar restrictions on free marketability shall be as follows: (I) if the securities are then traded on a Recognised Stock Exchange (or a similar national quotation system), then the value shall be deemed to be the average of the closing prices of the securities on such exchange or system over the 30-day period ending three (3) days prior to the distribution; (II) if the securities are then actively traded over-the-counter, then the value shall be deemed to be the average of the closing bid or sale prices (whichever is applicable) over the 30-day period ending three (3) days prior to the distribution; and (III) if there is no active public market for the securities, then the value shall be the fair market value thereof, as determined in good faith by the Board. (B) The method of valuation of securities subject to investment letter or other restrictions on free marketability shall be to make an appropriate discount from the market value determined as above in subparagraphs (A)(I), (A)(II), or (A)(III) of this Article 7(c)(iv) to reflect the approximate fair market value thereof, as determined in good faith by the Board.

Liquidation Preference. (i) In the event of any liquidation, dissolution or winding up the holders ---------------------- of the Series C Shares then outstanding shall be entitled to receive out of the assets of the Company, whether voluntary or involuntary, each holder after distribution of all amounts due the holders of the Company's Series A B Convertible Participating Preferred Shares shall be entitled to receiveStock ("Series B Preferred Stock"), but prior and in preference to any distribution of any of the assets or surplus funds of the Company to the holders of the Common Stock or any other class of shares of preferred stock of the Company ranking junior to the Series C Shares with respect to payments upon Liquidation (such preferred stock hereinafter called "Junior Liquidation Stock"), and junior to any such distribution to the holders of any class of shares of the Company ranking senior to the Series C Shares in such respect, an amount equal to $2.00 per share plus any accrued and unpaid dividends thereon for each Series C Share (the "preferred amount"). Following any distribution of assets or surplus funds of the Company to the holders of any other class outstanding series of shares Junior Liquidation Stock, the remainder of any such assets or, surplus funds shall be distributed to the holders of the Company ranked junior Common Stock and any other series of preferred stock entitled to participate in distributions of assets or surplus funds upon liquidation until each holder shall have received an amount per share equal to the Series A Preferred Shares (including preferred amount. Thereafter, any remaining assets or funds shall be distributed pro rata to the Ordinary Shares) by reason holders of such holder’s ownership thereofthe Common Stock, the greater of: (A) the sum holders of (x) the Series A Preferred Shares Purchase Price (as adjusted for any share dividendsother series of preferred stock having a right to participate, combinations, splits, recapitalizations or the like on, of or affecting the Series A Preferred Shares), for each Series A Preferred Share then held by such holder and (y) any and all declared but unpaid dividends on each such Series A Preferred Shares and (B) such amount per Series A Preferred Share as would have been payable had all Series A Preferred Shares been converted into Ordinary Shares immediately prior to such liquidation, dissolution or winding up (such amount payable, the “Liquidation Preference”). If, upon the occurrence of such event, the assets and funds thus distributed among the holders of the Series A C Preferred Stock, counting Series C Shares shall be insufficient to permit on an as-if-converted basis. If upon the payment to such holders occurrence of any Liquidation, the full Liquidation Preference, then the entire assets and funds of the Company legally available for the distribution to its shareholders shall be distributed pro rata among insufficient to pay the holders of the Series A Preferred C Shares the full preferred amount to which they shall be entitled, the holders of the Series C Shares shall share ratably in any distribution of such assets and surplus funds available to the Series C Shares in proportion to the Liquidation Preference each such holder is otherwise entitled to receive. If any holder of Series A Preferred C Shares shall be deemed to have converted Series A Preferred Shares into Ordinary Shares pursuant to this paragraph, then such holder shall not be entitled to receive any distribution that would otherwise be made to holders of Series A Preferred Shares that have not converted (or have not been deemed to have converted) into Ordinary Sharesheld by them. (ii) After the payment of the Liquidation Preference to the holders of the Series A Preferred Shares, the remaining assets shall be distributed ratably to the holders of the Ordinary Shares. (iii) Unless the holders of a majority of the Series A Preferred Shares then outstanding shall elect or determine otherwise by written consent, a consolidation or merger of the Company with or into any other Person in which the holders of the Shares as of immediately prior to such merger or consolidation do not continue to hold at least a fifty percent (50%) interest in the surviving entity or a Trade Sale shall be deemed to be a liquidation for purposes of payment of the Liquidation Preference and shall entitle the holders of the Series A Preferred Shares to receive in cash, securities or other property (with any non-cash amounts being valued as provided in Article 7(c)(iv)) in the amounts specified in Article 7(c)(i) and (ii). (iv) Subject to the following provisions of this Article 7(c)(iv), the value of any assets, securities or other property (other than cash) to be received by the Members pursuant to Articles 7(c)(i), 7(c)(ii) and/or 7(c)(iii), shall be equal to the fair market value thereof, as determined in good faith by the Board, if any (taking into account, if applicable, any restrictions on the free marketability of such assets, securities or other property, arising under applicable securities laws or otherwise, other than restrictions arising solely by virtue of a Member’s status as an Affiliate of the Company or the entity surviving or resulting from a change of control of the Company), except that any securities to be distributed to Members of the Company in any liquidation, dissolution or winding up of the Company, whether voluntary or involuntary, or a change of control of the Company, shall be valued as follows. (A) The method of valuation of securities not subject to investment letter or other similar restrictions on free marketability shall be as follows: (I) if the securities are then traded on a Recognised Stock Exchange (or a similar national quotation system), then the value shall be deemed to be the average of the closing prices of the securities on such exchange or system over the 30-day period ending three (3) days prior to the distribution; (II) if the securities are then actively traded over-the-counter, then the value shall be deemed to be the average of the closing bid or sale prices (whichever is applicable) over the 30-day period ending three (3) days prior to the distribution; and (III) if there is no active public market for the securities, then the value shall be the fair market value thereof, as determined in good faith by the Board. (B) The method of valuation of securities subject to investment letter or other restrictions on free marketability shall be to make an appropriate discount from the market value determined as above in subparagraphs (A)(I), (A)(II), or (A)(III) of this Article 7(c)(iv) to reflect the approximate fair market value thereof, as determined in good faith by the Board.

Liquidation Preference. (ia) In Upon the event occurrence of any liquidation, dissolution or winding up of the CompanyLiquidation Event, whether voluntary or involuntary, each holder of the Series A Preferred Shares shall be entitled to receive, prior and in preference to any distribution of any of the assets or funds of the Company to the holders of any other class of shares of the Company ranked junior to the Series A Preferred Shares (including the Ordinary Shares) by reason of such holder’s ownership thereof, the greater of: (A) the sum of (x) the Series A Preferred Shares Purchase Price (as adjusted for any share dividends, combinations, splits, recapitalizations or the like on, of or affecting the Series A Preferred Shares), for each Series A Preferred Share then held by such holder and (y) any and all declared but unpaid dividends on each such Series A Preferred Shares and (B) such amount per Series A Preferred Share as would have been payable had all Series A Preferred Shares been converted into Ordinary Shares immediately prior to such liquidation, dissolution or winding up (such amount payable, the “Liquidation Preference”). If, upon the occurrence of such event, the assets and funds thus distributed among the holders of the Series A Preferred Shares shall be insufficient to permit the payment to such holders of the full Liquidation Preference, then the entire assets and funds of the Company legally available for distribution shall be distributed pro rata among the holders of the issued and outstanding Shares in the following order and manner: (i) in priority to any payment to the holders of Series A Preferred Shares, the holders of Series Al Preferred Shares, the holders of Ordinary Shares and the holders of other Junior Securities, pay to each holder of Series B Preferred Shares an amount per Series B Preferred Share equal to (x) one hundred and fifty percent (150%) of the Original Series B Issue Price (As Adjusted), plus (y) any declared but unpaid dividend on such Series B Preferred Shares; (ii) after the payment to the holders of Series B Preferred Shares has been fully made in accordance with Section 7.3(a)(i), in priority to any payment to the holders of Ordinary Shares and the holders of other Junior Securities, pay to each holder of Series A Preferred Shares and each holder of Series Al Preferred Shares, pari passu as between themselves, an amount per Series A Preferred Share or per Series Al Preferred Share, as the case may be, equal to (x) one hundred and fifty percent (150%) of the Original Series A Issue Price (As Adjusted) or one hundred and fifty percent (150%) of the Original Series Al Issue Price (As Adjusted), as the case may be, plus (y) any declared but unpaid dividend on such Series A Preferred Shares or such Series Al Preferred Shares, as the case may be; and (iii) after the payments to the holders of the Series B Preferred Shares, the holders of the Series A Preferred Shares in proportion to the Liquidation Preference each such holder is otherwise entitled to receive. If any holder of Series A Preferred Shares shall be deemed to have converted Series A Preferred Shares into Ordinary Shares pursuant to this paragraph, then such holder shall not be entitled to receive any distribution that would otherwise be made to holders of Series A Preferred Shares that have not converted (or have not been deemed to have converted) into Ordinary Shares. (ii) After the payment of the Liquidation Preference to and the holders of the Series A Al Preferred SharesShares have been fully made in accordance with Section 7.3(a)(i) and Section 7.3(a)(ii), pay and distribute all of the remaining assets shall be distributed ratably to of the Company available for distribution among the holders of the Preferred Shares and the holders of the Ordinary Shares pro rata based on the number of Ordinary Shares held by each such holder (assuming full conversion of all Preferred Shares. (iii) Unless the holders of a majority of the Series A Preferred Shares then outstanding shall elect or determine otherwise by written consent, a consolidation or merger of the Company with or into any other Person in which the holders of the Shares as of immediately prior to such merger or consolidation do not continue to hold at least a fifty percent (50%) interest in the surviving entity or a Trade Sale shall be deemed to be a liquidation for purposes of payment of the Liquidation Preference and shall entitle the holders of the Series A Preferred Shares to receive in cash, securities or other property (with any non-cash amounts being valued as provided in Article 7(c)(iv)) in the amounts specified in Article 7(c)(i) and (ii). (iv) Subject to the following provisions of this Article 7(c)(iv), the value of any assets, securities or other property (other than cash) to be received by the Members pursuant to Articles 7(c)(i), 7(c)(ii) and/or 7(c)(iii), shall be equal to the fair market value thereof, as determined in good faith by the Board, if any (taking into account, if applicable, any restrictions on the free marketability of such assets, securities or other property, arising under applicable securities laws or otherwise, other than restrictions arising solely by virtue of a Member’s status as an Affiliate of the Company or the entity surviving or resulting from a change of control of the Company), except that any securities to be distributed to Members of the Company in any liquidation, dissolution or winding up of the Company, whether voluntary or involuntary, or a change of control of the Company, shall be valued as follows. (A) The method of valuation of securities not subject to investment letter or other similar restrictions on free marketability shall be as follows: (I) if the securities are then traded on a Recognised Stock Exchange (or a similar national quotation system), then the value shall be deemed to be the average of the closing prices of the securities on such exchange or system over the 30-day period ending three (3) days prior to the distribution; (II) if the securities are then actively traded over-the-counter, then the value shall be deemed to be the average of the closing bid or sale prices (whichever is applicable) over the 30-day period ending three (3) days prior to the distribution; and (III) if there is no active public market for the securities, then the value shall be the fair market value thereof, as determined in good faith by the Board. (B) The method of valuation of securities subject to investment letter or other restrictions on free marketability shall be to make an appropriate discount from the market value determined as above in subparagraphs (A)(I), (A)(II), or (A)(III) of this Article 7(c)(iv) to reflect the approximate fair market value thereof, as determined in good faith by the Board.

Liquidation Preference. (ia) In the event of Upon any voluntary or involuntary liquidation, dissolution or winding up of the CompanyTrust, whether before any distribution or payment shall be made to holders of Common Shares or any other class or series of beneficial interest of the Trust ranking, as to rights upon any voluntary or involuntaryinvoluntary liquidation, each holder dissolution or winding up of the Trust, junior to the Series A Preferred Shares, the holders of Series A Preferred Shares shall be entitled to receive, prior and in preference to any distribution of any be paid out of the assets or funds of the Company Trust legally available for distribution to its shareholders, after payment of or provision for the holders of any debts and other class of shares liabilities of the Company ranked junior to the Trust, a liquidation preference of $25.00 per Series A Preferred Shares (including the Ordinary Shares) by reason of such holder’s ownership thereofShare, the greater of: (A) the sum of (x) the Series A Preferred Shares Purchase Price (as adjusted for any share dividends, combinations, splits, recapitalizations or the like on, of or affecting the Series A Preferred Shares), for each Series A Preferred Share then held by such holder and (y) any and all declared but unpaid dividends on each such Series A Preferred Shares and (B) such plus an amount per Series A Preferred Share as would have been payable had equal to all Series A Preferred Shares been converted into Ordinary Shares immediately prior accrued and unpaid dividends (whether or not authorized or declared) to but excluding the date of payment. In the event that, upon such voluntary or involuntary liquidation, dissolution or winding up (such amount payableup, the “Liquidation Preference”). If, upon the occurrence of such event, the available assets and funds thus distributed among the holders of the Trust are insufficient to pay the full amount of the liquidating distributions on all outstanding Series A Preferred Shares shall be insufficient to permit and the payment to such holders corresponding amounts payable on all shares of other classes or series of beneficial interest of the full Liquidation Preference, then the entire assets and funds of the Company legally available for distribution shall be distributed pro rata among the holders of the Series A Preferred Shares in proportion to the Liquidation Preference each such holder is otherwise entitled to receive. If any holder of Series A Preferred Shares shall be deemed to have converted Series A Preferred Shares into Ordinary Shares pursuant to this paragraph, then such holder shall not be entitled to receive any distribution that would otherwise be made to holders of Series A Preferred Shares that have not converted (or have not been deemed to have converted) into Ordinary Shares. (ii) After the payment of the Liquidation Preference to the holders of the Series A Preferred Shares, the remaining assets shall be distributed ratably to the holders of the Ordinary Shares. (iii) Unless the holders of a majority of the Series A Preferred Shares then outstanding shall elect or determine otherwise by written consent, a consolidation or merger of the Company with or into any other Person in which the holders of the Shares as of immediately prior to such merger or consolidation do not continue to hold at least a fifty percent (50%) interest in the surviving entity or a Trade Sale shall be deemed to be a liquidation for purposes of payment of the Liquidation Preference and shall entitle the holders of the Series A Preferred Shares to receive in cash, securities or other property (with any non-cash amounts being valued as provided in Article 7(c)(iv)) in the amounts specified in Article 7(c)(i) and (ii). (iv) Subject to the following provisions of this Article 7(c)(iv), the value of any assets, securities or other property (other than cash) to be received by the Members pursuant to Articles 7(c)(i), 7(c)(ii) and/or 7(c)(iii), shall be equal to the fair market value thereofTrust ranking, as determined in good faith by the Board, if any (taking into account, if applicable, any restrictions on the free marketability of such assets, securities or other property, arising under applicable securities laws or otherwise, other than restrictions arising solely by virtue of a Member’s status as an Affiliate of the Company or the entity surviving or resulting from a change of control of the Company), except that any securities to be distributed to Members of the Company in any rights upon liquidation, dissolution or winding up of the CompanyTrust, whether on parity with the Series A Preferred Shares in the distribution of assets, then the holders of Series A Preferred Shares and each such other class or series of shares of beneficial interest ranking, as to rights upon any voluntary or involuntaryinvoluntary liquidation, dissolution or a change of control winding up of the CompanyTrust, on parity with the Series A Preferred Shares shall share ratably in any such distribution of assets in proportion to the full liquidating distributions to which they would otherwise be respectively entitled. Written notice of any such voluntary or involuntary liquidation, dissolution or winding up of the Trust, stating the payment date or dates when, and the place or places where, the amounts distributable in such circumstances shall be payable, shall be valued as follows. (A) The method of valuation of securities given by first class mail, postage pre-paid, not subject to investment letter fewer than 30 or other similar restrictions on free marketability shall be as follows: (I) if the securities are then traded on a Recognised Stock Exchange (or a similar national quotation system), then the value shall be deemed to be the average of the closing prices of the securities on such exchange or system over the 30-day period ending three (3) more than 60 days prior to the distribution; (II) if payment date stated therein, to each record holder of Series A Preferred Shares at the securities respective addresses of such holders as the same shall appear on the share transfer records of the Trust. After payment of the full amount of the liquidating distributions to which they are then actively traded over-the-counterentitled, then the value holders of Series A Preferred Shares will have no right or claim to any of the remaining assets of the Trust. The consolidation or merger of the Trust with or into any other corporation, trust or entity, or the voluntary sale, lease, transfer or conveyance of all or substantially all of the property or business of the Trust, shall not be deemed to be the average constitute a liquidation, dissolution or winding up of the closing bid or sale prices (whichever is applicable) over the 30-day period ending three (3) days prior to the distribution; and (III) if there is no active public market for the securities, then the value shall be the fair market value thereof, as determined in good faith by the BoardTrust. (Bb) The method of valuation of securities subject to investment letter In determining whether a distribution (other than upon voluntary or involuntary liquidation), by dividend, redemption or other restrictions on free marketability acquisition of shares of beneficial interest of the Trust or otherwise, is permitted under the Maryland law, amounts that would be needed, if the Trust were to be dissolved at the time of the distribution, to satisfy the preferential rights upon dissolution of holders of Series A Preferred Shares shall not be added to make an appropriate discount from the market value determined as above in subparagraphs (A)(I), (A)(II), or (A)(III) of this Article 7(c)(iv) to reflect the approximate fair market value thereof, as determined in good faith by the BoardTrust’s total liabilities.

Liquidation Preference. (ia) In the event of any liquidation, dissolution or winding winding-up of the CompanyCorporation, whether voluntary or involuntary, each holder after payment or distribution of the assets of the Corporation (whether capital or surplus) shall be made to or set apart for the holders of Senior Securities, and before any payment or distribution of the assets of the Corporation (whether capital or surplus) shall be made to or set apart for the holders of Junior Securities, the holders of the shares of Series A C Preferred Shares Stock and Series D Preferred Stock taken together shall be entitled to receive, prior and receive an amount in preference to any distribution of any of the assets or funds of the Company cash equal to the holders of any other class of shares of the Company ranked junior to the Series A Preferred Shares (including the Ordinary Shares) by reason of such holder’s ownership thereof, the greater of: (A) the sum of (x) the Series A Preferred Shares Purchase Price aggregate Liquidation Preferences (as adjusted for any share dividends, combinations, splits, recapitalizations or the like on, of or affecting set forth herein and in the Series A D Designation) of the shares of Series C Preferred Shares)Stock and Series D Preferred Stock as of the date of liquidation, for each Series A Preferred Share then held by such holder and or (y) any and all declared but unpaid dividends on each such Series A Preferred Shares and (B) such the aggregate amount per Series A Preferred Share as that would have been payable received with respect to the shares of Series C Preferred Stock and Series D Preferred Stock if such stock had all Series A Preferred Shares been converted into Ordinary Shares to Common Stock immediately prior to such liquidation, dissolution or winding up (such amount payable, the “Liquidation Preference”)winding-up. If, upon any liquidation, dissolution or winding-up of the occurrence of such eventCorporation, the assets and funds thus distributed among the holders of the Series A Preferred Shares Corporation, or proceeds thereof, shall be insufficient to permit pay in full the payment to such holders aforesaid amounts under clause (x) of the full Liquidation Preferencepreceding sentence and liquidating payments on all Parity Securities, then such assets, or proceeds thereof, shall (i) be distributed among the entire assets shares of Series C Preferred Stock and funds the Series D Preferred Stock taken together and all such other Parity Securities ratably in accordance with the respective amounts that would be payable on such shares of Preferred Stock and any such other Parity Securities if all amounts payable thereon were paid in full and (ii) the amount distributable under clause (i) to the Series C Preferred Stock and Series D Preferred Stock taken together, shall first be distributed to the Series C Preferred Stock until it has received an amount equal to the aggregate Preference Amounts of all Series C Preferred Stock outstanding as of the Company legally available for distribution date of liquidation and thereafter 37.5% to the Series C Preferred Stock and 62.5% to the Series D Preferred Stock. If, upon any liquidation, dissolution or winding-up of the Corporation, the assets of the Corporation, or proceeds thereof, distributable to the Series C Preferred Stock and Series D Preferred Stock taken together shall be sufficient to pay in full the aforesaid amounts under clause (x) of the first sentence of this subsection 5(a) then such amount shall first be distributed to the Series C Preferred Stock until it has received an amount equal to the aggregate Preference Amounts of all Series C Preferred Stock outstanding as of the date of liquidation and thereafter 37.5% to the Series C Preferred Stock and 62.5% to the Series D Preferred Stock. Any amounts distributed with respect to the Series C Preferred Stock pursuant to this paragraph 5(a) shall be allocated pro rata among the holders shares of Series C Preferred Stock. For the purposes of this paragraph 5, neither the sale, conveyance, exchange or transfer (for cash, shares of stock, securities or other consideration) of all or substantially all of the Series A Preferred Shares in proportion to property or assets of the Liquidation Preference each such holder is otherwise entitled to receive. If any holder Corporation nor the consolidation or merger of Series A Preferred Shares the Corporation with or into one or more other entities shall be deemed to have converted Series A Preferred Shares into Ordinary Shares pursuant to this paragraphbe a liquidation, then such holder shall not be entitled to receive any distribution that would otherwise be made to holders dissolution or winding-up of Series A Preferred Shares that have not converted (or have not been deemed to have converted) into Ordinary Sharesthe Corporation. (iib) After Subject to the payment rights of the Liquidation Preference holders of any Parity Securities, after payment shall have been made in full to the holders of the Series A C Preferred SharesStock and the Series D Preferred Stock taken together, the remaining assets shall be distributed ratably as provided in this paragraph 5, any other series or class or classes of Junior Securities shall, subject to the holders of the Ordinary Shares. respective terms and provisions (iiiif any) Unless the holders of a majority of the Series A Preferred Shares then outstanding shall elect or determine otherwise by written consentapplying thereto, a consolidation or merger of the Company with or into be entitled to receive any other Person in which the holders of the Shares as of immediately prior to such merger or consolidation do not continue to hold at least a fifty percent (50%) interest in the surviving entity or a Trade Sale shall be deemed and all assets remaining to be a liquidation for purposes of payment of the Liquidation Preference paid or distributed, and shall entitle the holders of the Series A C Preferred Shares Stock, Series D Preferred Stock and any Parity Securities shall not be entitled to receive in cash, securities or other property (with any non-cash amounts being valued as provided in Article 7(c)(iv)) in the amounts specified in Article 7(c)(i) and (ii)share therein. (iv) Subject to the following provisions of this Article 7(c)(iv), the value of any assets, securities or other property (other than cash) to be received by the Members pursuant to Articles 7(c)(i), 7(c)(ii) and/or 7(c)(iii), shall be equal to the fair market value thereof, as determined in good faith by the Board, if any (taking into account, if applicable, any restrictions on the free marketability of such assets, securities or other property, arising under applicable securities laws or otherwise, other than restrictions arising solely by virtue of a Member’s status as an Affiliate of the Company or the entity surviving or resulting from a change of control of the Company), except that any securities to be distributed to Members of the Company in any liquidation, dissolution or winding up of the Company, whether voluntary or involuntary, or a change of control of the Company, shall be valued as follows. (A) The method of valuation of securities not subject to investment letter or other similar restrictions on free marketability shall be as follows: (I) if the securities are then traded on a Recognised Stock Exchange (or a similar national quotation system), then the value shall be deemed to be the average of the closing prices of the securities on such exchange or system over the 30-day period ending three (3) days prior to the distribution; (II) if the securities are then actively traded over-the-counter, then the value shall be deemed to be the average of the closing bid or sale prices (whichever is applicable) over the 30-day period ending three (3) days prior to the distribution; and (III) if there is no active public market for the securities, then the value shall be the fair market value thereof, as determined in good faith by the Board. (B) The method of valuation of securities subject to investment letter or other restrictions on free marketability shall be to make an appropriate discount from the market value determined as above in subparagraphs (A)(I), (A)(II), or (A)(III) of this Article 7(c)(iv) to reflect the approximate fair market value thereof, as determined in good faith by the Board.

Liquidation Preference. (i) 1.1 In the event of any liquidationLiquidation Event (as defined below), dissolution or winding up of all assets and funds legally available for distribution to the Company, whether voluntary or involuntary, each holder of the Series A Preferred Shares Shareholders shall be entitled to receivedistributed as follows: (a) FIRST, prior to and in preference to any distribution of any of the assets or and funds to any Shareholders other than the Investing Parties that made Capital Contributions, each Investing Party that made Capital Contributions shall be entitled to receive an amount, the price per unit of equity of which is equal to the Investing Party Purchase Price, plus a simple interest rate of 8% per annum from the date of the Company to Closing until the holders of any other class of shares full payment of the Company ranked junior to the Series A Preferred Shares (including the Ordinary Shares) by reason of such holder’s ownership thereoftotal liquidation preference amount, the greater of: (A) the sum of (x) the Series A Preferred Shares Purchase Price (as adjusted for any share dividends, combinations, splits, recapitalizations or the like on, of or affecting the Series A Preferred Shares), for each Series A Preferred Share then held by such holder and (y) any and all plus declared but unpaid dividends on each the equity interests held by such Series A Preferred Shares and Investing Party (B) such amount per Series A Preferred Share as would have been payable had all Series A Preferred Shares been converted into Ordinary Shares immediately prior to such liquidation, dissolution or winding up (such amount payable, the “Liquidation Preference”). If, upon the occurrence of such event; (b) SECOND, the remaining assets and funds thus distributed among the holders of the Series A Preferred Shares shall be insufficient to permit the payment to such holders of the full Liquidation Preference, then the entire assets and funds of the Company legally available for distribution to the Shareholders shall be distributed pro rata ratably among all the holders of Shareholders (including the Series A Preferred Shares Investing Parties) in proportion to the equity interests held by them. A “Liquidation Preference each such holder is otherwise entitled to receive. If any holder of Series A Preferred Shares Event” shall be deemed to have converted Series A Preferred Shares into Ordinary Shares pursuant to this paragraph, then such holder shall not be entitled to receive any distribution that would otherwise be made to holders of Series A Preferred Shares that have not converted occurred upon: (or have not been deemed to have converteda) into Ordinary Shares. (ii) After the payment of the Liquidation Preference to the holders of the Series A Preferred Shares, the remaining assets shall be distributed ratably to the holders of the Ordinary Shares. (iii) Unless the holders of a majority of the Series A Preferred Shares then outstanding shall elect or determine otherwise by written consent, a consolidation or merger of the Company with or into any other Person in which the holders of the Shares as of immediately prior to such merger or consolidation do not continue to hold at least a fifty percent (50%) interest in the surviving entity or a Trade Sale shall be deemed to be a liquidation for purposes of payment of the Liquidation Preference and shall entitle the holders of the Series A Preferred Shares to receive in cash, securities or other property (with any non-cash amounts being valued as provided in Article 7(c)(iv)) in the amounts specified in Article 7(c)(i) and (ii). (iv) Subject to the following provisions of this Article 7(c)(iv), the value of any assets, securities or other property (other than cash) to be received by the Members pursuant to Articles 7(c)(i), 7(c)(ii) and/or 7(c)(iii), shall be equal to the fair market value thereof, as determined in good faith by the Board, if any (taking into account, if applicable, any restrictions on the free marketability of such assets, securities or other property, arising under applicable securities laws or otherwise, other than restrictions arising solely by virtue of a Member’s status as an Affiliate of the Company or the entity surviving or resulting from a change of control of the Company), except that any securities to be distributed to Members of the Company in any liquidation, dissolution or winding up of the Company, whether voluntary or involuntary(b) any consummated merger, amalgamation, acquisition, or other business combination in which the Shareholders owning a change majority of control the voting power or voting stock of the Company immediately prior to such transaction do not own a majority of the voting power or voting stock of the Company, shall be valued or (c) any sale, lease, transfer, exclusive license or other disposition of all or substantially all of the assets of the Company and its subsidiaries (taken as followsa whole). 1.2 In the event of any new equity financing by the Company after the Closing Date in which any new investor is entitled to receive a liquidation preference equal to the investment amount paid by such new investor, plus declared but unpaid dividend on the equity interests held by such new investor and further plus annual interest at a certain interest rate (A) The method of valuation of securities not subject to investment letter or other similar restrictions on free marketability shall be as follows: (I) if the securities are then traded on a Recognised Stock Exchange (or a similar national quotation system"New Investor’s Interest Rate”), then the value Investing Party’s Liquidation Preference hereof shall be deemed automatically amended and equal to be an amount, the average price per unit of the closing prices equity of the securities on such exchange or system over the 30-day period ending three (3) days prior which is equal to the distribution; (II) if Investing Party Purchase Price, plus declared but unpaid dividends on the securities are then actively traded over-the-counterequity interests held by such Investing Party, then and further plus an annual interest at the value shall be deemed to be the average of the closing bid or sale prices (whichever is applicable) over the 30-day period ending three (3) days prior to the distribution; and (III) if there is no active public market for the securities, then the value shall be the fair market value thereof, as determined in good faith by the BoardNew Investor’s Interest Rate. (B) The method of valuation of securities subject to investment letter or other restrictions on free marketability shall be to make an appropriate discount from the market value determined as above in subparagraphs (A)(I), (A)(II), or (A)(III) of this Article 7(c)(iv) to reflect the approximate fair market value thereof, as determined in good faith by the Board.

Liquidation Preference. (i) In the event of any liquidation, dissolution or winding up of the CompanyCorporation, whether voluntary or involuntary, each holder before any payment or distribution of the assets of the Corporation (whether capital or surplus) shall be made to or set apart for the holders of Junior Shares, the holders of Series A "A" Preferred Shares shall be entitled to receivereceive Ninety Cents ($0.90) per Series "A" Preferred Share (the "Liquidation Preference") plus an amount equal to all dividends (whether or not earned or declared) accumulated, prior accrued and in preference to any distribution of any of the assets or funds of the Company unpaid thereon to the holders date of any other class of shares of the Company ranked junior final distribution to the Series A Preferred Shares (including the Ordinary Shares) by reason of such holder’s ownership thereof, the greater of: (A) the sum of (x) the Series A Preferred Shares Purchase Price (as adjusted for any share dividends, combinations, splits, recapitalizations or the like on, of or affecting the Series A Preferred Shares), for each Series A Preferred Share then held by such holder and (y) any and all declared ; but unpaid dividends on each such Series A Preferred Shares and (B) such amount per Series A Preferred Share as would have been payable had all Series A Preferred Shares been converted into Ordinary Shares immediately prior to such liquidation, dissolution or winding up (such amount payable, the “Liquidation Preference”). If, upon the occurrence of such event, the assets and funds thus distributed among the holders of the Series A Preferred Shares shall be insufficient to permit the payment to such holders of the full Liquidation Preference, then the entire assets and funds of the Company legally available for distribution shall be distributed pro rata among the holders of the Series A "A" Preferred Shares in proportion to the Liquidation Preference each such holder is otherwise entitled to receive. If any holder of Series A Preferred Shares shall be deemed to have converted Series A Preferred Shares into Ordinary Shares pursuant to this paragraph, then such holder shall not be entitled to receive any distribution that would otherwise be made to holders of Series A Preferred Shares that have not converted (or have not been deemed to have converted) into Ordinary Shares. (ii) After the payment of the Liquidation Preference to the holders of the Series A Preferred Sharesfurther payment. If, the remaining assets shall be distributed ratably to the holders of the Ordinary Shares. (iii) Unless the holders of a majority of the Series A Preferred Shares then outstanding shall elect or determine otherwise by written consent, a consolidation or merger of the Company with or into upon any other Person in which the holders of the Shares as of immediately prior to such merger or consolidation do not continue to hold at least a fifty percent (50%) interest in the surviving entity or a Trade Sale shall be deemed to be a liquidation for purposes of payment of the Liquidation Preference and shall entitle the holders of the Series A Preferred Shares to receive in cash, securities or other property (with any non-cash amounts being valued as provided in Article 7(c)(iv)) in the amounts specified in Article 7(c)(i) and (ii). (iv) Subject to the following provisions of this Article 7(c)(iv), the value of any assets, securities or other property (other than cash) to be received by the Members pursuant to Articles 7(c)(i), 7(c)(ii) and/or 7(c)(iii), shall be equal to the fair market value thereof, as determined in good faith by the Board, if any (taking into account, if applicable, any restrictions on the free marketability of such assets, securities or other property, arising under applicable securities laws or otherwise, other than restrictions arising solely by virtue of a Member’s status as an Affiliate of the Company or the entity surviving or resulting from a change of control of the Company), except that any securities to be distributed to Members of the Company in any liquidation, dissolution or winding up of the CompanyCorporation, whether the assets of the Corporation, or proceeds thereof, distributable among the holders of Series "A" Preferred Shares shall be insufficient to pay in full the preferential amount aforesaid and liquidating payments, then such assets, or the proceeds thereof, shall be distributed among the holders of such Series "A" Preferred Shares ratably in accordance with the respective amounts that would be payable on such Series "A" Preferred Shares if all amounts payable thereon were paid in full. For the purposes of this Section 4, (i) a consolidation or merger of the Corporation with one or more entities, (ii) a statutory share exchange and (iii) a sale or transfer of all or substantially all of the Corporation's assets shall not be deemed to be a liquidation, dissolution or winding up, voluntary or involuntary, or a change of control of the CompanyCorporation. Remaining Assets. After payment shall have been made in full to the holders of the Series "A" Preferred Shares, shall be valued as follows. (A) The method provided in this Section 4, any series or class or classes of valuation of securities not Junior Shares shall, subject to investment letter or other similar restrictions on free marketability shall any respective terms and provisions applying thereto, be as follows: (I) if the securities are then traded on a Recognised Stock Exchange (or a similar national quotation system), then the value shall be deemed entitled to receive any and all assets remaining to be paid or distributed, and the average holders of the closing prices of the securities on such exchange or system over the 30-day period ending three (3) days prior Series "A" Preferred Shares shall not be entitled to the distribution; (II) if the securities are then actively traded over-the-counter, then the value shall be deemed to be the average of the closing bid or sale prices (whichever is applicable) over the 30-day period ending three (3) days prior to the distribution; and (III) if there is no active public market for the securities, then the value shall be the fair market value thereof, as determined in good faith by the Boardshare therein. (B) The method of valuation of securities subject to investment letter or other restrictions on free marketability shall be to make an appropriate discount from the market value determined as above in subparagraphs (A)(I), (A)(II), or (A)(III) of this Article 7(c)(iv) to reflect the approximate fair market value thereof, as determined in good faith by the Board.

Liquidation Preference. (ia) In the event of any liquidationLiquidation Event, dissolution or winding up of the Company, whether voluntary or involuntary, each holder of the Series A Preferred Shares shall Holders will be entitled to receive, prior and in preference to any distribution of to Junior Securities, but in parity with any of the assets or funds of the Company distribution to Parity Securities, an amount per share equal to the holders of any other class of shares of the Company ranked junior to the Series A Preferred Shares (including the Ordinary Shares) by reason of such holder’s ownership thereof, the greater of: (A) the sum of (x) the Series A Preferred Shares Purchase Issue Price (as adjusted for any share dividends, combinations, splits, recapitalizations or the like on, of or affecting the Series A Preferred Shares), for each Series A Preferred Share then held by such holder and (y) any and all declared but unpaid dividends on each such Series A Preferred Shares and (B) such amount per Series A Preferred Share as would have been payable had all Series A Preferred Shares been converted into Ordinary Shares immediately prior to such liquidation, dissolution or winding up (such amount payable, the “Liquidation Preference”)Per Share. If, upon the occurrence of such eventa Liquidation Event, the assets and funds thus available to be distributed among the Holders and any holders of Parity Securities (collectively, the Series A Preferred Shares shall be "Parity Holders") are insufficient to permit the payment to the Holders and such holders Parity Holders of the full Liquidation Preferencepreferential amounts due to the Holders and such Parity Holders, respectively, then the entire assets and funds of the Company legally available for distribution shall will be distributed pro rata among the holders of Holders and such Parity Holders, pro rata, based on the respective liquidation amounts to which the Series A Preferred Shares in proportion Stock and any such series of Parity Securities is entitled pursuant to the Liquidation Preference Company's Articles of Incorporation and any duly adopted certificate(s) of designation relating thereto. (b) Upon the completion of the distribution required by Section 7(a), if any assets remain in the Company, such assets will be distributed to holders of Junior Securities in accordance with the Company's Articles of Incorporation and any duly adopted certificate(s) of designation relating thereto. (c) At each such holder Holder's option, a sale, conveyance or disposition of all or substantially all the assets of the Company to a private entity, the common stock of which is otherwise entitled to receive. If any holder of Series A Preferred Shares shall not publicly traded, will be deemed to have converted Series A Preferred Shares into Ordinary Shares pursuant to be a Liquidation Event within the meaning of this paragraph, then such holder shall not be entitled to receive any distribution that would otherwise be made to holders of Series A Preferred Shares that have not converted Section 7 (or have not been deemed a Holder who elects to have converted) into Ordinary Shares. (ii) After a transaction so deemed is referred to herein as a "Liquidating Holder"); provided, however, that with respect to each Holder, any event described in the payment of the preceding clause that such Holder does not elect to treat as a Liquidation Preference to the holders of the Series A Preferred SharesEvent, the remaining assets shall be distributed ratably to the holders of the Ordinary Shares. (iii) Unless the holders of a majority of the Series A Preferred Shares then outstanding shall elect or determine otherwise by written consentany merger, a consolidation consolidation, acquisition or merger other business combination of the Company with or into any other Person company or companies will not be treated as a Liquidation Event within the meaning of this Section 7, but instead will be treated pursuant to Section 5(c)(ii). (d) Prior to the closing of any transaction described in Section 7(c) that could, at each Holder's option, be deemed a Liquidation Event, the Company will either (i) make all cash distributions it is required to make to the Liquidating Holders pursuant to the first sentence of Section 7(a); (ii) set aside sufficient funds from which any cash distributions required to be made to the Liquidating Holders may be made; or (iii) establish an escrow or other similar arrangement with a third party pursuant to which the proceeds payable to the Company from a sale of all or substantially all the assets of the Company will be used to make any required liquidating payments to the Liquidating Holders immediately after the consummation of such sale. In the event that the Company has not fully complied with either of the foregoing alternatives, the Company will either: (x) cause such closing to be postponed until the Company has so complied; or (y) cancel such transaction, in which event the holders rights of the Shares Holders will be the same as of existing immediately prior to such merger or consolidation do not continue to hold at least a fifty percent (50%) interest in the surviving entity or a Trade Sale shall be deemed to be a liquidation for purposes of payment of the Liquidation Preference and shall entitle the holders of the Series A Preferred Shares to receive in cash, securities or other property (with any non-cash amounts being valued as provided in Article 7(c)(iv)) in the amounts specified in Article 7(c)(i) and (ii)proposed transaction. (iv) Subject to the following provisions of this Article 7(c)(iv), the value of any assets, securities or other property (other than cash) to be received by the Members pursuant to Articles 7(c)(i), 7(c)(ii) and/or 7(c)(iii), shall be equal to the fair market value thereof, as determined in good faith by the Board, if any (taking into account, if applicable, any restrictions on the free marketability of such assets, securities or other property, arising under applicable securities laws or otherwise, other than restrictions arising solely by virtue of a Member’s status as an Affiliate of the Company or the entity surviving or resulting from a change of control of the Company), except that any securities to be distributed to Members of the Company in any liquidation, dissolution or winding up of the Company, whether voluntary or involuntary, or a change of control of the Company, shall be valued as follows. (A) The method of valuation of securities not subject to investment letter or other similar restrictions on free marketability shall be as follows: (I) if the securities are then traded on a Recognised Stock Exchange (or a similar national quotation system), then the value shall be deemed to be the average of the closing prices of the securities on such exchange or system over the 30-day period ending three (3) days prior to the distribution; (II) if the securities are then actively traded over-the-counter, then the value shall be deemed to be the average of the closing bid or sale prices (whichever is applicable) over the 30-day period ending three (3) days prior to the distribution; and (III) if there is no active public market for the securities, then the value shall be the fair market value thereof, as determined in good faith by the Board. (B) The method of valuation of securities subject to investment letter or other restrictions on free marketability shall be to make an appropriate discount from the market value determined as above in subparagraphs (A)(I), (A)(II), or (A)(III) of this Article 7(c)(iv) to reflect the approximate fair market value thereof, as determined in good faith by the Board.

Liquidation Preference. (ia) In the event of any liquidation, dissolution or winding up of the Companyaffairs of the Trust, whether voluntary or involuntaryotherwise, each holder after payment or provision for payment of the debts and other liabilities of the Trust, the holders of Series A D Convertible Preferred Shares shall be entitled to receive, prior in cash, out of the remaining assets of the Trust legally available therefor, the amount of Twenty-five Dollars ($25.00) for each Series D Convertible Preferred Share, plus an amount equal to all distributions accrued and in preference unpaid on each such share up to the date of such distribution of assets, before any distribution of any of the assets or funds of the Company shall be made to the holders of Common Shares or any other class of shares of beneficial interest of the Company ranked Trust ranking (as to any such distribution of assets) junior to the Series A Preferred Shares (including the Ordinary Shares) by reason of such holder’s ownership thereof, the greater of: (A) the sum of (x) the Series A Preferred Shares Purchase Price (as adjusted for any share dividends, combinations, splits, recapitalizations or the like on, of or affecting the Series A D Convertible Preferred Shares), for each Series A Preferred Share then held by such holder and (y) any and all declared but unpaid dividends on each such Series A Preferred Shares and (B) such amount per Series A Preferred Share as would have been payable had all Series A Preferred Shares been converted into Ordinary Shares immediately prior to such liquidation, dissolution or winding up (such amount payable, the “Liquidation Preference”). If, upon the occurrence of such event, the assets and funds thus distributed among the holders of the Series A Preferred Shares shall be insufficient to permit the payment to such holders of the full Liquidation Preference, then the entire assets and funds of the Company legally available for distribution shall be distributed pro rata among the holders of the Series A Preferred Shares in proportion to the Liquidation Preference each such holder is otherwise entitled to receive. If any holder of Series A Preferred Shares shall be deemed to have converted Series A Preferred Shares into Ordinary Shares pursuant to this paragraph, then such holder shall not be entitled to receive any distribution that would otherwise be made to holders of Series A Preferred Shares that have not converted (or have not been deemed to have converted) into Ordinary Shares. (ii) After the payment of the Liquidation Preference to the holders of the Series A Preferred Shares, the remaining assets shall be distributed ratably to the holders of the Ordinary Shares. (iii) Unless the holders of a majority of the Series A Preferred Shares then outstanding shall elect or determine otherwise by written consent, a consolidation or merger of the Company with or into any other Person in which the holders of the Shares as of immediately prior to such merger or consolidation do not continue to hold at least a fifty percent (50%) interest in the surviving entity or a Trade Sale shall be deemed to be a liquidation for purposes of payment of the Liquidation Preference and shall entitle the holders of the Series A Preferred Shares to receive in cash, securities or other property (with any non-cash amounts being valued as provided in Article 7(c)(iv)) in the amounts specified in Article 7(c)(i) and (ii). (iv) Subject to the following provisions of this Article 7(c)(iv), the value of any assets, securities or other property (other than cash) to be received by the Members pursuant to Articles 7(c)(i), 7(c)(ii) and/or 7(c)(iii), shall be equal to the fair market value thereof, as determined in good faith by the Board, if any (taking into account, if applicable, any restrictions on the free marketability of such assets, securities or other property, arising under applicable securities laws or otherwise, other than restrictions arising solely by virtue of a Member’s status as an Affiliate of the Company or the entity surviving or resulting from a change of control of the Company), except that any securities to be distributed to Members of the Company in upon any liquidation, dissolution or winding up of the CompanyTrust, whether voluntary or involuntarythe assets distributable among the holders of Series D Convertible Preferred Shares and all other classes and series of preferred shares ranking (as to any such distribution of assets) on a parity with the Series D Convertible Preferred Shares are insufficient to permit the payment in full to the holders of all such shares of all preferential amounts payable to all such holders, or a change of control then the entire assets of the Company, Trust thus distributable shall be valued distributed ratably among the holders of Series D Convertible Preferred Shares and such other classes and series of preferred shares ranking (as followsto any such distribution of assets) on a parity with the Series D Convertible Preferred Shares in proportion to the respective amounts that would be payable per share if such assets were sufficient to permit payment in full. (Ab) The method For purposes of valuation this Section 13.4(6), a distribution of securities assets in any dissolution, winding up or liquidation shall not subject include (i) any consolidation or merger of the Trust with or into any other corporation, (ii) any dissolution, liquidation, winding up or reorganization of the Trust immediately followed by incorporation of another corporation to investment letter which such assets are distributed or (iii) a sale or other similar restrictions on free marketability shall be as follows: (I) if the securities are then traded on a Recognised Stock Exchange (disposition of all or a similar national quotation system), then the value shall be deemed to be the average substantially all of the closing prices Trust's assets to another corporation; provided, however, that, in each case, effective provision is made in the charter of the securities on such exchange resulting and surviving corporation or system over otherwise for the 30-day period ending three (3) days prior to the distribution; (II) if the securities are then actively traded over-the-counterrecognition, then the value shall be deemed to be the average preservation and protection of the closing bid or sale prices (whichever is applicable) over rights of the 30-day period ending three (3) days prior to the distribution; and (III) if there is no active public market for the securities, then the value shall be the fair market value thereof, as determined in good faith by the Boardholders of Series D Convertible Preferred Shares. (Bc) The method After the payment of valuation the full preferential amounts provided for herein to the holders of securities subject Series D Convertible Preferred Shares or funds necessary for such payment have been set aside in trust for the holders thereof, such holders shall be entitled to investment letter no other or further participation in the distribution of the assets of the Trust. (d) In determining whether a distribution by dividend, redemption or other restrictions on free marketability acquisition of Shares or otherwise is permitted under Maryland law, no effect shall be given to make an appropriate discount from amounts that would be needed, if the market value determined as above in subparagraphs (A)(I)Trust were to be dissolved at the time of the distribution, (A)(II), or (A)(III) to satisfy the preferential rights upon dissolution of this Article 7(c)(iv) shareholders whose preferential rights on dissolution are superior to reflect those receiving the approximate fair market value thereof, as determined in good faith by the Boarddistribution.

Liquidation Preference. (ia) In the event of Upon any voluntary or involuntary liquidation, dissolution or winding up of the Company, whether voluntary or involuntary, each holder share of the Series A Preferred Shares shall Stock entitles the holder thereof to receive and to be entitled to receive, prior and in preference to any distribution of any paid out of the assets or funds of the Company available for distribution, before any distribution or payment may be made to the holders a holder of any other class Junior Securities, an amount in cash per share of shares of the Company ranked junior to the Series A Preferred Shares Stock equal to the sum of (including the Ordinary Sharesi) by reason of such holder’s ownership thereof, the greater of: of (A) the sum of (x) the Series A Preferred Shares Original Purchase Price (as adjusted for any per share dividends, combinations, splits, recapitalizations or the like on, of or affecting the Series A Preferred Shares), for each Series A Preferred Share then held by such holder and (y) any and all declared but unpaid dividends on each such Series A Preferred Shares and (B) such an amount per equal to the amount the holders of Series A Preferred Share as Stock would have been payable had all received per share of Series A Preferred Shares been converted into Ordinary Shares immediately prior to such Stock upon liquidation, dissolution or winding up of the Company had such holders converted their shares of Series A Preferred Stock into shares of Common Stock immediately prior thereto, plus (ii) an amount equal to all accrued and unpaid Dividends, if any, on such share of Series A Preferred Stock (such amount payablesum, the “Regular Liquidation Preference” if pursuant to subclauses (i)(A) and (ii) and the “Participating Liquidation Preference” if pursuant to subclauses (i)(B) and (ii), and such greater amount, the “Liquidation Preference”). If, upon the occurrence of such event, the assets and funds thus distributed among the holders of the Series A Preferred Shares shall be insufficient to permit the payment to such holders of the full Liquidation Preference, then the entire assets and funds of the Company legally available for distribution shall be distributed pro rata among the holders of the Series A Preferred Shares in proportion to the Liquidation Preference each such holder is otherwise entitled to receive. If any holder of Series A Preferred Shares shall be deemed to have converted Series A Preferred Shares into Ordinary Shares pursuant to this paragraph, then such holder shall not be entitled to receive any distribution that would otherwise be made to holders of Series A Preferred Shares that have not converted (or have not been deemed to have converted) into Ordinary Shares. (iib) After the payment of the Liquidation Preference to the holders of the Series A Preferred Shares, the remaining assets shall be distributed ratably to the holders of the Ordinary Shares. (iii) Unless the holders of a majority of the Series A Preferred Shares then outstanding shall elect or determine otherwise by written consent, a consolidation or merger of the Company with or into If upon any other Person in which the holders of the Shares as of immediately prior to such merger or consolidation do not continue to hold at least a fifty percent (50%) interest in the surviving entity or a Trade Sale shall be deemed to be a liquidation for purposes of payment of the Liquidation Preference and shall entitle the holders of the Series A Preferred Shares to receive in cash, securities or other property (with any non-cash amounts being valued as provided in Article 7(c)(iv)) in the amounts specified in Article 7(c)(i) and (ii). (iv) Subject to the following provisions of this Article 7(c)(iv), the value of any assets, securities or other property (other than cash) to be received by the Members pursuant to Articles 7(c)(i), 7(c)(ii) and/or 7(c)(iii), shall be equal to the fair market value thereof, as determined in good faith by the Board, if any (taking into account, if applicable, any restrictions on the free marketability of such assets, securities or other property, arising under applicable securities laws or otherwise, other than restrictions arising solely by virtue of a Member’s status as an Affiliate of the Company or the entity surviving or resulting from a change of control of the Company), except that any securities to be distributed to Members of the Company in any liquidation, dissolution or winding up of the Company, whether voluntary the assets of the Company available for distribution are insufficient to pay the holders of Series A Preferred Stock the full Liquidation Preference and the holders of all Parity Securities the full liquidation preferences to which they are entitled, the holders of Series A Preferred Stock and such Parity Securities will share ratably in any such distribution of the assets of the Company in proportion to the full respective amounts to which they are entitled. (c) After payment to the holders of Series A Preferred Stock of the full Liquidation Preference to which they are entitled, the holders of Series A Preferred Stock as such will have no right or involuntary, or a change claim to any of control the assets of the Company, shall be valued as follows. (Ad) The method value of valuation any property not consisting of securities not subject cash that is distributed by the Company to investment letter or other similar restrictions the holders of the Series A Preferred Stock will equal the Fair Market Value thereof on free marketability shall be as follows:the date of distribution. (Ie) if For the securities are then traded on purposes of this SECTION 3, a Recognised Stock Exchange Fundamental Change (or a similar national quotation system), then the value in and of itself) shall be deemed not to be the average a liquidation, dissolution or winding-up of the closing prices Company subject to this SECTION 3 (it being understood that an actual liquidation, dissolution or winding up of the securities on such exchange or system over the 30-day period ending three (3) days prior to the distribution; (II) if the securities are then actively traded over-the-counter, then the value shall Company in connection with a Fundamental Change will be deemed to be the average of the closing bid or sale prices (whichever is applicable) over the 30-day period ending three (3) days prior to the distribution; and (III) if there is no active public market for the securities, then the value shall be the fair market value thereof, as determined in good faith by the Board. (B) The method of valuation of securities subject to investment letter or other restrictions on free marketability shall be to make an appropriate discount from the market value determined as above in subparagraphs (A)(Ithis SECTION 3), (A)(II), or (A)(III) of this Article 7(c)(iv) to reflect the approximate fair market value thereof, as determined in good faith by the Board.

Liquidation Preference. Subject to the rights of any applicable Senior Units, in the event of (i) In a Liquidating Event, or (ii) the event of any liquidationmerger, dissolution consolidation, reorganization or winding up other combination of the CompanyPartnership with or into another entity (any such event, whether voluntary or involuntaryan “Optional Liquidation Preference Event”), each holder the holders of the Series Class A Convertible Preferred Shares Units shall be entitled to receive, prior and in preference to any distribution of any out of the assets or funds of the Company Partnership, an amount per Class A Convertible Preferred Unit equal to the Class A Convertible Preferred Unit Liquidation Preference Amount plus all accumulated or declared but unpaid Class A Preferred Distributions, before any payment shall be made or any assets distributed to the holders of Common Units or Junior Units but following any other class payment to be made or any assets to be distributed to any Senior Units and concurrent with any Pari Passu Units. With respect to an Optional Liquidation Preference Event, each holder of shares of Class A Convertible Preferred Units will have the Company ranked junior to the Series A Preferred Shares (including the Ordinary Shares) by reason of option, in such holder’s ownership thereofsole discretion, to exercise its right to receive the greater of: (A) the sum of (x) the Series Class A Preferred Shares Purchase Price (as adjusted for any share dividends, combinations, splits, recapitalizations or the like on, of or affecting the Series A Preferred Shares), for each Series A Preferred Share then held by such holder and (y) any and Liquidation Preference plus all declared but unpaid dividends on each such Series Class A Preferred Shares and (B) Distributions by delivering written notice to the Partnership of such amount per Series A Preferred Share as would have been payable had all Series A Preferred Shares been converted into Ordinary Shares immediately prior to such liquidation, dissolution or winding up (such amount payable, the “Liquidation Preference”)election. If, upon in the occurrence event of such eventa Liquidating Event or an Optional Liquidation Preference Event, the assets of the Partnership are insufficient to pay the total aggregate Class A Convertible Preferred Unit Liquidation Preference Amount plus any accumulated and funds thus distributed among declared and unpaid Class A Preferred Distributions (in the case of an Optional Liquidation Preference Event, to those electing holders) and aggregate amounts, if any, to which the Pari Passu Units would be entitled upon such Liquidating Event, the holders of the Series such Class A Convertible Preferred Shares Units shall be insufficient to permit the payment to such holders of the full Liquidation Preference, then the entire assets and funds of the Company legally available for distribution shall be distributed share pro rata among the holders of the Series A Preferred Shares with all Pari Passu Units outstanding in any such distribution in proportion to the Liquidation Preference each such holder is otherwise entitled full amounts to receive. If any holder of Series A Preferred Shares shall be deemed to have converted Series A Preferred Shares into Ordinary Shares pursuant to this paragraph, then such holder shall not be entitled to receive any distribution that which they would otherwise be made respectively entitled (i.e., the amount to holders of Series A Preferred Shares that have not converted (or have not been deemed to have converted) into Ordinary Shares. (ii) After the payment of the Liquidation Preference be distributed to the holders of the Series Class A Convertible Preferred Shares, the remaining assets shall be distributed ratably to the holders of the Ordinary Shares. (iii) Unless the holders of a majority of the Series A Preferred Shares then outstanding shall elect or determine otherwise by written consent, a consolidation or merger of the Company with or into any other Person in which the holders of the Shares as of immediately prior to such merger or consolidation do not continue to hold at least a fifty percent (50%) interest in the surviving entity or a Trade Sale shall be deemed to be a liquidation for purposes of payment of the Liquidation Preference and shall entitle the holders of the Series A Preferred Shares to receive in cash, securities or other property (with any non-cash amounts being valued as provided in Article 7(c)(iv)) in the amounts specified in Article 7(c)(i) and (ii). (iv) Subject to the following provisions of this Article 7(c)(iv), the value of any assets, securities or other property (other than cash) to be received by the Members pursuant to Articles 7(c)(i), 7(c)(ii) and/or 7(c)(iii), Units shall be equal to the fair market value thereofproduct of (i) the amount available for distribution, as determined multiplied by (ii) a fraction, the numerator of which is the aggregate Class A Convertible Preferred Unit Liquidation Preference Amount plus any accumulated and declared and unpaid Class A Preferred Distributions (in good faith by the Boardcase of an Optional Liquidation Preference Event, the aggregate Class A Convertible Preferred Unit Liquidation Preference Amount plus any accumulated and declared and unpaid Class A Preferred Distributions of the electing holders) and the denominator of which is the sum of the aggregate Class A Convertible Preferred Unit Liquidation Preference Amounts plus any accumulated and declared and unpaid Class A Preferred Distributions (in the case of an Optional Liquidation Preference Event, the aggregate Class A Convertible Preferred Unit Liquidation Preference Amount of the electing holders plus any accumulated and declared and unpaid Class A Preferred Distributions) and the aggregate amounts, if any (taking into accountany, if applicable, any restrictions on to which the free marketability of Pari Passu Units would be entitled upon such assets, securities or other property, arising under applicable securities laws or otherwise, other than restrictions arising solely by virtue of a Member’s status as an Affiliate of the Company or the entity surviving or resulting from a change of control of the CompanyLiquidating Event), except that any securities to be . All amounts distributed to Members any holder of the Company in any liquidation, dissolution or winding up of the Company, whether voluntary or involuntary, or a change of control of the Company, Class A Convertible Preferred Units shall be valued as follows. (A) The method of valuation of securities not subject to investment letter or other similar restrictions on free marketability shall be as follows: (I) if the securities are then traded on a Recognised Stock Exchange (or a similar national quotation system), then the value shall be deemed to be the average of the closing prices of the securities on such exchange or system over the 30-day period ending three (3) days prior in cash to the distribution; (II) if the securities are then actively traded over-the-counterextent cash is available, then the value shall be deemed unless otherwise previously consented to be the average of the closing bid or sale prices (whichever is applicable) over the 30-day period ending three (3) days prior to the distribution; and (III) if there is no active public market for the securities, then the value shall be the fair market value thereof, as determined in good faith writing by the Boardsuch holder. (B) The method of valuation of securities subject to investment letter or other restrictions on free marketability shall be to make an appropriate discount from the market value determined as above in subparagraphs (A)(I), (A)(II), or (A)(III) of this Article 7(c)(iv) to reflect the approximate fair market value thereof, as determined in good faith by the Board.

Liquidation Preference. (i) In the event of any liquidation, dissolution or winding up of the CompanyPartnership, whether voluntary or involuntary, each holder before any payment or distribution of the Series A Partnership (whether capital, surplus or otherwise) shall be made to or set apart for the holders of Junior Partnership Units, the holders of Class E Partnership Preferred Shares Units shall be entitled to receivereceive One Dollar ($1.00) per Class E Partnership Preferred Unit (the "Liquidation Preference"), prior and in preference plus an amount equal to any the Special Dividend if such dividend is unpaid on the date of final distribution of any of the assets or funds of the Company to such holders. Until the holders of any other class of shares of the Company ranked junior Class E Partnership Preferred Units have been paid the Liquidation Preference in full, plus an amount equal to the Series A Preferred Shares (including Special Dividend if such dividend is unpaid on the Ordinary Shares) by reason date of such holder’s ownership thereof, the greater of: (A) the sum of (x) the Series A Preferred Shares Purchase Price (as adjusted for any share dividends, combinations, splits, recapitalizations or the like on, of or affecting the Series A Preferred Shares), for each Series A Preferred Share then held by such holder and (y) any and all declared but unpaid dividends on each such Series A Preferred Shares and (B) such amount per Series A Preferred Share as would have been payable had all Series A Preferred Shares been converted into Ordinary Shares immediately prior final distribution to such holders, no payment shall be made to any holder of Junior Partnership Units upon the liquidation, dissolution or winding up (such amount payable, of the “Liquidation Preference”)Partnership. If, upon the occurrence of such event, the assets and funds thus distributed among the holders of the Series A Preferred Shares shall be insufficient to permit the payment to such holders of the full Liquidation Preference, then the entire assets and funds of the Company legally available for distribution shall be distributed pro rata among the holders of the Series A Preferred Shares in proportion to the Liquidation Preference each such holder is otherwise entitled to receive. If any holder of Series A Preferred Shares shall be deemed to have converted Series A Preferred Shares into Ordinary Shares pursuant to this paragraph, then such holder shall not be entitled to receive any distribution that would otherwise be made to holders of Series A Preferred Shares that have not converted (or have not been deemed to have converted) into Ordinary Shares. (ii) After the payment of the Liquidation Preference to the holders of the Series A Preferred Shares, the remaining assets shall be distributed ratably to the holders of the Ordinary Shares. (iii) Unless the holders of a majority of the Series A Preferred Shares then outstanding shall elect or determine otherwise by written consent, a consolidation or merger of the Company with or into any other Person in which the holders of the Shares as of immediately prior to such merger or consolidation do not continue to hold at least a fifty percent (50%) interest in the surviving entity or a Trade Sale shall be deemed to be a liquidation for purposes of payment of the Liquidation Preference and shall entitle the holders of the Series A Preferred Shares to receive in cash, securities or other property (with any non-cash amounts being valued as provided in Article 7(c)(iv)) in the amounts specified in Article 7(c)(i) and (ii). (iv) Subject to the following provisions of this Article 7(c)(iv), the value of any assets, securities or other property (other than cash) to be received by the Members pursuant to Articles 7(c)(i), 7(c)(ii) and/or 7(c)(iii), shall be equal to the fair market value thereof, as determined in good faith by the Board, if any (taking into account, if applicable, any restrictions on the free marketability of such assets, securities or other property, arising under applicable securities laws or otherwise, other than restrictions arising solely by virtue of a Member’s status as an Affiliate of the Company or the entity surviving or resulting from a change of control of the Company), except that any securities to be distributed to Members of the Company in any liquidation, dissolution or winding up of the CompanyPartnership, whether the assets of the Partnership, or proceeds thereof, distributable among the holders of Class E Partnership Preferred Units shall be insufficient to pay in full the preferential amount aforesaid and liquidating payments on any Parity Partnership Units, then such assets, or the proceeds thereof, shall be distributed among the holders of Class E Partnership Preferred Units and any such Parity Partnership Units ratably in the same proportion as the respective amounts that would be payable on such Class E Partnership Preferred Units and any such other Parity Partnership Units if all amounts payable thereon were paid in full. For the purposes of this Section 4, (i) a consolidation or merger of the Partnership with one or more partnerships, or (ii) a sale or transfer of all or substantially all of the Partnership's assets shall not be deemed to be a liquidation, dissolution or winding up, voluntary or involuntary, or a change of control of the Company, shall be valued as followsPartnership. (A) The method of valuation of securities not subject to investment letter or other similar restrictions on free marketability shall be as follows: (I) if the securities are then traded on a Recognised Stock Exchange (or a similar national quotation system), then the value shall be deemed to be the average of the closing prices of the securities on such exchange or system over the 30-day period ending three (3) days prior to the distribution; (II) if the securities are then actively traded over-the-counter, then the value shall be deemed to be the average of the closing bid or sale prices (whichever is applicable) over the 30-day period ending three (3) days prior to the distribution; and (III) if there is no active public market for the securities, then the value shall be the fair market value thereof, as determined in good faith by the Board. (B) The method of valuation of securities subject to investment letter or other restrictions on free marketability shall be to make an appropriate discount from the market value determined as above in subparagraphs (A)(I), (A)(II), or (A)(III) of this Article 7(c)(iv) to reflect the approximate fair market value thereof, as determined in good faith by the Board.

Liquidation Preference. (ia) In the event of any liquidationLiquidation or Redemption Event, dissolution before any payment or winding up distribution of the Company, whether voluntary or involuntary, each holder assets of the Series A Corporation (whether capital or surplus) shall be made to or set apart for the holders of Junior Shares, the holders of Preferred Shares shall be entitled to receive, prior and in preference to any distribution of any of the assets or funds of the Company to the holders of any other class of shares of the Company ranked junior to the Series A Preferred Shares (including the Ordinary Shares) by reason of such holder’s ownership thereof, the greater of: (A) the sum of (x) the Series A Preferred Shares Purchase Price (as adjusted for any share dividends, combinations, splits, recapitalizations or the like on, of or affecting the Series A Preferred Shares), receive for each Series A Preferred Share then held by an amount equal to the greater of (i) (A) (I) the Stated Liquidation Preference Amount in cash per Preferred Share plus (II) any dividends (whether or not earned or declared) accrued and unpaid thereon from the last Dividend Payment Date to the date of the final distribution to such holder and (y) any and all declared but unpaid dividends on each such Series A Preferred Shares and plus (B) solely in connection with an event that is a Liquidation as specified in clause (A) or clause (D) of the definition thereof or a Redemption Event, a premium equal to [·]%(2) of the amount described in clause (i)(A) of this sentence at such time (the “Premium”) or (ii) an amount or consideration per Series A Preferred Share as equal to the amount or consideration which would have been payable or distributable had all Series A each Preferred Shares Share been converted into Ordinary Common Shares immediately prior to such liquidationLiquidation. The foregoing amounts shall be subject to equitable adjustment whenever there shall occur a stock dividend, dissolution stock split, combination, reorganization, recapitalization, reclassification or winding up (such other similar event involving a change in the Preferred Shares. Until the holders of the Preferred Shares have been paid for each Preferred Share then held the amount payablespecified in this Section 4(a) in full, the “Liquidation Preference”)no payment will be made to any holder of Junior Shares upon Liquidation. If, upon the occurrence of any such eventLiquidation, the assets of the Corporation, or proceeds thereof, distributable among the holders of Preferred Shares for each Preferred Share then held shall be insufficient to pay in full the preferential amount aforesaid and funds thus liquidating payments on any other shares of any class or series of Parity Shares, then such assets, or the proceeds thereof, shall be distributed among the holders of the Series A such Preferred Shares shall and such other Parity Shares ratably in accordance with the amounts that would be insufficient to permit the payment to payable on such holders of the full Liquidation Preference, then the entire assets and funds of the Company legally available for distribution shall be distributed pro rata among the holders of the Series A Preferred Shares and such other Parity Shares if all amounts payable thereon were paid in proportion to the Liquidation Preference each such holder is otherwise entitled to receive. If any holder of Series A Preferred Shares shall be deemed to have converted Series A Preferred Shares into Ordinary Shares pursuant to this paragraph, then such holder shall not be entitled to receive any distribution that would otherwise be made to holders of Series A Preferred Shares that have not converted (or have not been deemed to have converted) into Ordinary Sharesfull. (ii) After the payment of the Liquidation Preference to the holders of the Series A Preferred Shares, the remaining assets shall be distributed ratably to the holders of the Ordinary Shares. (iii) Unless the holders of a majority of the Series A Preferred Shares then outstanding shall elect or determine otherwise by written consent, a consolidation or merger of the Company with or into any other Person in which the holders of the Shares as of immediately prior to such merger or consolidation do not continue to hold at least a fifty percent (50%) interest in the surviving entity or a Trade Sale shall be deemed to be a liquidation for purposes of payment of the Liquidation Preference and shall entitle the holders of the Series A Preferred Shares to receive in cash, securities or other property (with any non-cash amounts being valued as provided in Article 7(c)(iv)) in the amounts specified in Article 7(c)(i) and (ii). (iv) Subject to the following provisions of this Article 7(c)(iv), the value of any assets, securities or other property (other than cash) to be received by the Members pursuant to Articles 7(c)(i), 7(c)(ii) and/or 7(c)(iii), shall be equal to the fair market value thereof, as determined in good faith by the Board, if any (taking into account, if applicable, any restrictions on the free marketability of such assets, securities or other property, arising under applicable securities laws or otherwise, other than restrictions arising solely by virtue of a Member’s status as an Affiliate of the Company or the entity surviving or resulting from a change of control of the Company), except that any securities to be distributed to Members of the Company in any liquidation, dissolution or winding up of the Company, whether voluntary or involuntary, or a change of control of the Company, shall be valued as follows. (A) The method of valuation of securities not subject to investment letter or other similar restrictions on free marketability shall be as follows: (I) if the securities are then traded on a Recognised Stock Exchange (or a similar national quotation system), then the value shall be deemed to be the average of the closing prices of the securities on such exchange or system over the 30-day period ending three (3) days prior to the distribution; (II) if the securities are then actively traded over-the-counter, then the value shall be deemed to be the average of the closing bid or sale prices (whichever is applicable) over the 30-day period ending three (3) days prior to the distribution; and (III) if there is no active public market for the securities, then the value shall be the fair market value thereof, as determined in good faith by the Board. (B) The method of valuation of securities subject to investment letter or other restrictions on free marketability shall be to make an appropriate discount from the market value determined as above in subparagraphs (A)(I), (A)(II), or (A)(III) of this Article 7(c)(iv) to reflect the approximate fair market value thereof, as determined in good faith by the Board.

Liquidation Preference. (i1) In the event of any liquidation, dissolution or winding up of the CompanyPartnership, whether voluntary or involuntary, each holder before any payment or distribution of the Series A Partnership (whether capital, surplus or otherwise) shall be made to or set apart for the holders of Junior Partnership Units, the holders of Class H Partnership Preferred Shares Units shall be entitled to receivereceive Twenty Five Dollars ($25) per Class H Partnership Preferred Unit (the "Liquidation Preference"), prior plus an amount per Class H Partnership Preferred Unit equal to all dividends (whether or not declared or earned) accumulated, accrued and in preference unpaid on one share of Class H Preferred Stock to the date of final distribution to such holders; but such holders shall not be entitled to any distribution of any of the assets or funds of the Company to further payment. Until the holders of any other class of shares of the Company ranked junior Class H Partnership Preferred Units have been paid the Liquidation Preference in full, plus an amount equal to all dividends (whether or not declared or earned) accumulated, accrued and unpaid on the Class H Preferred Stock to the Series A Preferred Shares (including the Ordinary Shares) by reason date of such holder’s ownership thereof, the greater of: (A) the sum of (x) the Series A Preferred Shares Purchase Price (as adjusted for any share dividends, combinations, splits, recapitalizations or the like on, of or affecting the Series A Preferred Shares), for each Series A Preferred Share then held by such holder and (y) any and all declared but unpaid dividends on each such Series A Preferred Shares and (B) such amount per Series A Preferred Share as would have been payable had all Series A Preferred Shares been converted into Ordinary Shares immediately prior final distribution to such holders, no payment shall be made to any holder of Junior Partnership Units upon the liquidation, dissolution or winding up (such amount payable, of the “Liquidation Preference”)Partnership. If, upon the occurrence of such event, the assets and funds thus distributed among the holders of the Series A Preferred Shares shall be insufficient to permit the payment to such holders of the full Liquidation Preference, then the entire assets and funds of the Company legally available for distribution shall be distributed pro rata among the holders of the Series A Preferred Shares in proportion to the Liquidation Preference each such holder is otherwise entitled to receive. If any holder of Series A Preferred Shares shall be deemed to have converted Series A Preferred Shares into Ordinary Shares pursuant to this paragraph, then such holder shall not be entitled to receive any distribution that would otherwise be made to holders of Series A Preferred Shares that have not converted (or have not been deemed to have converted) into Ordinary Shares. (ii) After the payment of the Liquidation Preference to the holders of the Series A Preferred Shares, the remaining assets shall be distributed ratably to the holders of the Ordinary Shares. (iii) Unless the holders of a majority of the Series A Preferred Shares then outstanding shall elect or determine otherwise by written consent, a consolidation or merger of the Company with or into any other Person in which the holders of the Shares as of immediately prior to such merger or consolidation do not continue to hold at least a fifty percent (50%) interest in the surviving entity or a Trade Sale shall be deemed to be a liquidation for purposes of payment of the Liquidation Preference and shall entitle the holders of the Series A Preferred Shares to receive in cash, securities or other property (with any non-cash amounts being valued as provided in Article 7(c)(iv)) in the amounts specified in Article 7(c)(i) and (ii). (iv) Subject to the following provisions of this Article 7(c)(iv), the value of any assets, securities or other property (other than cash) to be received by the Members pursuant to Articles 7(c)(i), 7(c)(ii) and/or 7(c)(iii), shall be equal to the fair market value thereof, as determined in good faith by the Board, if any (taking into account, if applicable, any restrictions on the free marketability of such assets, securities or other property, arising under applicable securities laws or otherwise, other than restrictions arising solely by virtue of a Member’s status as an Affiliate of the Company or the entity surviving or resulting from a change of control of the Company), except that any securities to be distributed to Members of the Company in any liquidation, dissolution or winding up of the CompanyPartnership, whether the assets of the Partnership, or proceeds thereof, distributable among the holders of Class H Partnership Preferred Units shall be insufficient to pay in full the preferential amount aforesaid and liquidating payments on any Parity Partnership Units, then such assets, or the proceeds thereof, shall be distributed among the holders of Class H Partnership Preferred Units and any such Parity Partnership Units ratably in the same proportion as the respective amounts that would be payable on such Class H Partnership Preferred Units and any such other Parity Partnership Units if all amounts payable thereon were paid in full. For the purposes of this Section 4, (i) a consolidation or merger of the Partnership with one or more partnerships, or (ii) a sale or transfer of all or substantially all of the Partnership's assets shall not be deemed to be a liquidation, dissolution or winding up, voluntary or involuntary, or a change of control of the Company, shall be valued as followsPartnership. (A2) The method Upon any liquidation, dissolution or winding up of valuation the Partnership, after payment shall have been made in full to the holders of securities not Class H Partnership Preferred Units and any Parity Partnership Units, as provided in this Section 4, any other series or class or classes of Junior Partnership Units shall, subject to investment letter or other similar restrictions on free marketability shall the respective terms thereof, be as follows: (I) if the securities are then traded on a Recognised Stock Exchange (or a similar national quotation system), then the value shall be deemed entitled to receive any and all assets remaining to be paid or distributed, and the average holders of the closing prices of the securities on such exchange or system over the 30-day period ending three (3) days prior Class H Partnership Preferred Units and any Parity Partnership Units shall not be entitled to the distribution; (II) if the securities are then actively traded over-the-counter, then the value shall be deemed to be the average of the closing bid or sale prices (whichever is applicable) over the 30-day period ending three (3) days prior to the distribution; and (III) if there is no active public market for the securities, then the value shall be the fair market value thereof, as determined in good faith by the Boardshare therein. (B) The method of valuation of securities subject to investment letter or other restrictions on free marketability shall be to make an appropriate discount from the market value determined as above in subparagraphs (A)(I), (A)(II), or (A)(III) of this Article 7(c)(iv) to reflect the approximate fair market value thereof, as determined in good faith by the Board.

Liquidation Preference. (ia) In the event of any liquidation, dissolution or winding up of the CompanyPartnership, whether voluntary or involuntary, each holder before any payment or distribution of the Series A Partnership (whether capital, surplus or otherwise) shall be made to or set apart for the holders of Junior Partnership Units, the holders of Class K Partnership Preferred Shares Units shall be entitled to receivereceive Twenty-Five Dollars ($25) per Class K Partnership Preferred Unit (the "Liquidation Preference"), prior plus an amount per Class K Partnership Preferred Unit equal to all dividends (whether or not declared or earned) accumulated, accrued and in preference unpaid on one share of Class K Preferred Stock to the date of final distribution to such holders; but such holders shall not be entitled to any distribution of any of the assets or funds of the Company to further payment. Until the holders of any other class of shares of the Company ranked junior Class K Partnership Preferred Units have been paid the Liquidation Preference in full, plus an amount equal to all dividends (whether or not declared or earned) accumulated, accrued and unpaid on the Class K Preferred Stock to the Series A Preferred Shares (including the Ordinary Shares) by reason date of such holder’s ownership thereof, the greater of: (A) the sum of (x) the Series A Preferred Shares Purchase Price (as adjusted for any share dividends, combinations, splits, recapitalizations or the like on, of or affecting the Series A Preferred Shares), for each Series A Preferred Share then held by such holder and (y) any and all declared but unpaid dividends on each such Series A Preferred Shares and (B) such amount per Series A Preferred Share as would have been payable had all Series A Preferred Shares been converted into Ordinary Shares immediately prior final distribution to such holders, no payment shall be made to any holder of Junior Partnership Units upon the liquidation, dissolution or winding up (such amount payable, of the “Liquidation Preference”)Partnership. If, upon the occurrence of such event, the assets and funds thus distributed among the holders of the Series A Preferred Shares shall be insufficient to permit the payment to such holders of the full Liquidation Preference, then the entire assets and funds of the Company legally available for distribution shall be distributed pro rata among the holders of the Series A Preferred Shares in proportion to the Liquidation Preference each such holder is otherwise entitled to receive. If any holder of Series A Preferred Shares shall be deemed to have converted Series A Preferred Shares into Ordinary Shares pursuant to this paragraph, then such holder shall not be entitled to receive any distribution that would otherwise be made to holders of Series A Preferred Shares that have not converted (or have not been deemed to have converted) into Ordinary Shares. (ii) After the payment of the Liquidation Preference to the holders of the Series A Preferred Shares, the remaining assets shall be distributed ratably to the holders of the Ordinary Shares. (iii) Unless the holders of a majority of the Series A Preferred Shares then outstanding shall elect or determine otherwise by written consent, a consolidation or merger of the Company with or into any other Person in which the holders of the Shares as of immediately prior to such merger or consolidation do not continue to hold at least a fifty percent (50%) interest in the surviving entity or a Trade Sale shall be deemed to be a liquidation for purposes of payment of the Liquidation Preference and shall entitle the holders of the Series A Preferred Shares to receive in cash, securities or other property (with any non-cash amounts being valued as provided in Article 7(c)(iv)) in the amounts specified in Article 7(c)(i) and (ii). (iv) Subject to the following provisions of this Article 7(c)(iv), the value of any assets, securities or other property (other than cash) to be received by the Members pursuant to Articles 7(c)(i), 7(c)(ii) and/or 7(c)(iii), shall be equal to the fair market value thereof, as determined in good faith by the Board, if any (taking into account, if applicable, any restrictions on the free marketability of such assets, securities or other property, arising under applicable securities laws or otherwise, other than restrictions arising solely by virtue of a Member’s status as an Affiliate of the Company or the entity surviving or resulting from a change of control of the Company), except that any securities to be distributed to Members of the Company in any liquidation, dissolution or winding up of the CompanyPartnership, whether the assets of the Partnership, or proceeds thereof, distributable among the holders of Class K Partnership Preferred Units shall be insufficient to pay in full the preferential amount aforesaid and liquidating payments on any Parity Partnership Units, then such assets, or the proceeds thereof, shall be distributed among the holders of Class K Partnership Preferred Units and any such Parity Partnership Units ratably in the same proportion as the respective amounts that would be payable on such Class K Partnership Preferred Units and any such other Parity Partnership Units if all amounts payable thereon were paid in full. For the purposes of this Section 4, (i) a consolidation or merger of the Partnership with one or more partnerships, (ii) a sale or transfer of all or substantially all of the Partnership's assets or (iii) a statutory share exchange shall not be deemed to be a liquidation, dissolution or winding up, voluntary or involuntary, or a change of control of the Company, shall be valued as followsPartnership. (Ab) The method Upon any liquidation, dissolution or winding up of valuation the Partnership, after payment shall have been made in full to the holders of securities not Class K Partnership Preferred Units and any Parity Partnership Units, as provided in this Section 4, any other series or class or classes of Junior Partnership Units shall, subject to investment letter or other similar restrictions on free marketability shall the respective terms thereof, be as follows: (I) if the securities are then traded on a Recognised Stock Exchange (or a similar national quotation system), then the value shall be deemed entitled to receive any and all assets remaining to be paid or distributed, and the average holders of the closing prices of the securities on such exchange or system over the 30-day period ending three (3) days prior Class K Partnership Preferred Units and any Parity Partnership Units shall not be entitled to the distribution; (II) if the securities are then actively traded over-the-counter, then the value shall be deemed to be the average of the closing bid or sale prices (whichever is applicable) over the 30-day period ending three (3) days prior to the distribution; and (III) if there is no active public market for the securities, then the value shall be the fair market value thereof, as determined in good faith by the Boardshare therein. (B) The method of valuation of securities subject to investment letter or other restrictions on free marketability shall be to make an appropriate discount from the market value determined as above in subparagraphs (A)(I), (A)(II), or (A)(III) of this Article 7(c)(iv) to reflect the approximate fair market value thereof, as determined in good faith by the Board.

Liquidation Preference. (i) In The shares of Series A Preferred Stock shall rank, as to rights to distributions on liquidation, dissolution or winding up of the Corporation, prior to the shares of Common Stock and any other stock of the Corporation ranking junior to the Series A Preferred Stock as to rights upon liquidation, dissolution or winding up of the Corporation, so that in the event of any liquidation, dissolution or winding up of the CompanyCorporation, whether voluntary or involuntary, each holder of the Series A Preferred Shares shall be entitled to receive, prior and in preference to any distribution of any of the assets or funds of the Company to the holders of any other class of shares of the Company ranked junior to the Series A Preferred Shares (including the Ordinary Shares) by reason of such holder’s ownership thereof, the greater of: (A) the sum of (x) the Series A Preferred Shares Purchase Price (as adjusted for any share dividends, combinations, splits, recapitalizations or the like on, of or affecting the Series A Preferred Shares), for each Series A Preferred Share then held by such holder and (y) any and all declared but unpaid dividends on each such Series A Preferred Shares and (B) such amount per Series A Preferred Share as would have been payable had all Series A Preferred Shares been converted into Ordinary Shares immediately prior to such liquidation, dissolution or winding up (such amount payable, the “Liquidation Preference”). If, upon the occurrence of such event, the assets and funds thus distributed among the holders of the Series A Preferred Shares Stock shall be insufficient entitled to permit the payment to such holders receive out of the full Liquidation Preference, then the entire assets and funds of the Company Corporation legally available for distribution shall be distributed pro rata among to its stockholders, an amount equal to $100 per share, plus an amount equal to all dividends (whether or not earned or declared) accrued and accumulated and unpaid on the shares of Series A Preferred Stock to the date of payment (including any Post-Declaration Date Dividends and Additional Dividends), before any distribution of assets is made to holders of shares of Common Stock or any other class or series of stock of the Corporation that ranks junior to the Series A Preferred Stock as to rights to distributions upon liquidation, dissolution or winding up. The holders of the Series A Preferred Shares in proportion to the Liquidation Preference each such holder is otherwise entitled to receive. If any holder of Series A Preferred Shares shall be deemed to have converted Series A Preferred Shares into Ordinary Shares pursuant to this paragraph, then such holder Stock shall not be entitled to receive the preferential amounts as aforesaid until the liquidation preference of any distribution that would otherwise be made other stock of the Corporation ranking senior to the Series A Preferred Stock as to rights to distributions upon liquidation, dissolution or winding up shall have been paid (or a sum set aside therefor sufficient to provide for payment) in full. After payment of the full amount of the preferential amounts as aforesaid, the holders of shares of Series A Preferred Shares that have Stock will not converted (or have not been deemed be entitled to have converted) into Ordinary Shares. (ii) After the payment any further participation in any distribution of the Liquidation Preference to the holders of the Series A Preferred Shares, the remaining assets shall be distributed ratably to the holders of the Ordinary Shares. (iii) Unless the holders of a majority of the Series A Preferred Shares then outstanding shall elect or determine otherwise by written consent, a consolidation or merger of the Company with or into any other Person in which the holders of the Shares as of immediately prior to such merger or consolidation do not continue to hold at least a fifty percent (50%) interest in the surviving entity or a Trade Sale shall be deemed to be a liquidation for purposes of payment of the Liquidation Preference and shall entitle the holders of the Series A Preferred Shares to receive in cash, securities or other property (with any non-cash amounts being valued as provided in Article 7(c)(iv)) in the amounts specified in Article 7(c)(i) and (ii). (iv) Subject to the following provisions of this Article 7(c)(iv), the value of any assets, securities or other property (other than cash) to be received by the Members pursuant to Articles 7(c)(i)Corporation. If, 7(c)(ii) and/or 7(c)(iii), shall be equal to the fair market value thereof, as determined in good faith by the Board, if any (taking into account, if applicable, any restrictions on the free marketability of such assets, securities or other property, arising under applicable securities laws or otherwise, other than restrictions arising solely by virtue of a Member’s status as an Affiliate of the Company or the entity surviving or resulting from a change of control of the Company), except that any securities to be distributed to Members of the Company in upon any liquidation, dissolution or winding up of the CompanyCorporation, whether voluntary or involuntarythe assets of the Corporation, or proceeds thereof, distributable among the holders of shares of Series A Preferred Stock and any stock ranking on a change of control parity with the Series A Preferred Stock as to rights to distributions on liquidation, dissolution or winding up of the CompanyCorporation shall be insufficient to pay in full the preferential amounts to which such stock would be entitled, then such assets, or the proceeds thereof, shall be valued as follows. (A) The method distributable among such holders ratably in accordance with the respective amounts which would be payable on such shares if all amounts payable thereon were paid in full. For the purposes hereof, neither a consolidation or merger of valuation the Corporation with or into any other corporation, nor a merger of securities not subject to investment letter any one or more other similar restrictions on free marketability corporations with or into the Corporation, nor a sale, lease, exchange or transfer of all or substantially all of the Corporation's assets shall be as follows: (I) if the securities are then traded on considered a Recognised Stock Exchange (liquidation, dissolution or a similar national quotation system), then the value shall be deemed to be the average winding up of the closing prices of the securities on such exchange or system over the 30-day period ending three (3) days prior to the distribution; (II) if the securities are then actively traded over-the-counter, then the value shall be deemed to be the average of the closing bid or sale prices (whichever is applicable) over the 30-day period ending three (3) days prior to the distribution; and (III) if there is no active public market for the securities, then the value shall be the fair market value thereof, as determined in good faith by the BoardCorporation. (B) The method of valuation of securities subject to investment letter or other restrictions on free marketability shall be to make an appropriate discount from the market value determined as above in subparagraphs (A)(I), (A)(II), or (A)(III) of this Article 7(c)(iv) to reflect the approximate fair market value thereof, as determined in good faith by the Board.

Liquidation Preference. (ia) In the event of Upon any voluntary or involuntary liquidation, dissolution or winding up of the CompanyPartnership, whether voluntary or involuntary, each holder of before any distribution by the Series A Preferred Shares Partnership shall be entitled made to receive, prior and in preference to any distribution of any of the assets or funds of the Company to set apart for the holders of any other class of shares Junior Partnership Units, to the extent possible and in accordance with Section 9.5(c) of the Company ranked junior Agreement, each Class A Preferred Unit shall entitle the Holder thereof to receive (i) a liquidation preference equal to the Series amount of accumulated and unpaid distributions thereon (whether or not earned or declared) to and including the date of final distribution to such Holder (the aggregate of such sums for all Holders of Class A Preferred Shares Units is referred to herein as the "Class A Liquidating Proceeds"), and (including the Ordinary Sharesii) by reason if any portion of such holder’s ownership thereof, the greater of: (A) the sum of (x) the Series Class A Preferred Shares Purchase Price (as adjusted for any share dividends, combinations, splits, recapitalizations or the like on, of or affecting the Series A Preferred Shares), for each Series A Preferred Share then held by such holder Unit constitutes a Promote that is vested and (y) any and all declared but unpaid dividends on each such Series A Preferred Shares and (B) such amount per Series A Preferred Share as would have been payable had all Series A Preferred Shares been converted into Ordinary Shares immediately prior to such liquidation, dissolution or winding up (such amount payable, the “Liquidation Preference”). If, upon the occurrence of such event, the assets and funds thus distributed among the holders of the Series A Preferred Shares shall be insufficient to permit the payment to such holders of the full Liquidation Preference, then the entire assets and funds of the Company legally available for distribution shall be distributed pro rata among the holders of the Series A Preferred Shares in proportion to the Liquidation Preference each such holder is otherwise entitled to receive. If any holder of Series A Preferred Shares shall be deemed to have converted Series A Preferred Shares into Ordinary Shares pursuant to this paragraphdoes not constitute deferred compensation under Code Section 409A, then such holder Holder shall also be entitled to receive an interest in the entity that is entitled to receive such Promote, which interest corresponds to the vested portion of such Class A Preferred Unit (a "Vested Promote Interest"); provided, however, that such Holders will not be entitled to receive any further payment in respect of such Class A Preferred Units. Until all Holders of the Class A Preferred Units have been paid the Class A Liquidating Proceeds in full, and all Vested Promote Interests to which they are entitled, no distribution that would otherwise of the Partnership will be made to holders any holder of Series A Preferred Shares that have not converted (or have not been deemed to have converted) into Ordinary Shares. (ii) After Junior Partnership Units upon the payment of the Liquidation Preference to the holders of the Series A Preferred Shares, the remaining assets shall be distributed ratably to the holders of the Ordinary Shares. (iii) Unless the holders of a majority of the Series A Preferred Shares then outstanding shall elect or determine otherwise by written consent, a consolidation or merger of the Company with or into any other Person in which the holders of the Shares as of immediately prior to such merger or consolidation do not continue to hold at least a fifty percent (50%) interest in the surviving entity or a Trade Sale shall be deemed to be a liquidation for purposes of payment of the Liquidation Preference and shall entitle the holders of the Series A Preferred Shares to receive in cash, securities or other property (with any non-cash amounts being valued as provided in Article 7(c)(iv)) in the amounts specified in Article 7(c)(i) and (ii). (iv) Subject to the following provisions of this Article 7(c)(iv), the value of any assets, securities or other property (other than cash) to be received by the Members pursuant to Articles 7(c)(i), 7(c)(ii) and/or 7(c)(iii), shall be equal to the fair market value thereof, as determined in good faith by the Board, if any (taking into account, if applicable, any restrictions on the free marketability of such assets, securities or other property, arising under applicable securities laws or otherwise, other than restrictions arising solely by virtue of a Member’s status as an Affiliate of the Company or the entity surviving or resulting from a change of control of the Company), except that any securities to be distributed to Members of the Company in any liquidation, dissolution or winding up of the CompanyPartnership. (b) If, whether upon any voluntary or involuntaryinvoluntary liquidation, dissolution or winding up of the Partnership, the assets of the Partnership, or a change proceeds thereof, distributable among the holders of control Class A Preferred Units and holders of any Parity Partnership Units shall be insufficient to pay in full the CompanyClass A Liquidating Proceeds, the Vested Promote Interests to which any Holders are entitled and liquidating payments on any Parity Partnership Units, such assets, or the proceeds thereof, shall be valued distributed among the Holders of Class A Preferred Units and holders of any such Parity Partnership Units ratably in the same proportion as followsthe respective amounts that would be payable on such Class A Preferred Units and any such Parity Partnership Units if all amounts payable thereon were paid in full. (Ac) The method Upon any voluntary or involuntary liquidation, dissolution or winding up of valuation the Partnership, after all distributions shall have been made in full to the Holders of securities not subject Class A Preferred Units and holders of any Parity Partnership Units to investment letter or other similar restrictions on free marketability enable them to receive their respective liquidation preferences, any Junior Partnership Units shall be as follows: (I) if the securities are then traded on a Recognised Stock Exchange (or a similar national quotation system), then the value shall be deemed entitled to receive any and all assets remaining to be paid or distributed, and the average holders of the closing prices of the securities on such exchange or system over the 30-day period ending three (3) days prior Class A Preferred Units and any Parity Partnership Units shall not be entitled to the distribution; (II) if the securities are then actively traded over-the-counter, then the value shall be deemed to be the average of the closing bid or sale prices (whichever is applicable) over the 30-day period ending three (3) days prior to the distribution; and (III) if there is no active public market for the securities, then the value shall be the fair market value thereof, as determined in good faith by the Boardshare therein. (B) The method of valuation of securities subject to investment letter or other restrictions on free marketability shall be to make an appropriate discount from the market value determined as above in subparagraphs (A)(I), (A)(II), or (A)(III) of this Article 7(c)(iv) to reflect the approximate fair market value thereof, as determined in good faith by the Board.

Liquidation Preference. (ia) In the event of any liquidation, dissolution or winding up of the Company, whether either voluntary or involuntary, each holder the holders of the Series E Preferred Shares shall be entitled to receive, prior to any distribution to the holders of Series D Preferred Shares, Series C Preferred Shares, Series B Preferred Shares, Series A Preferred Shares, Ordinary Shares or any other class or series of shares then outstanding, an amount per Series E Preferred Share equal to one hundred and fifty percent (150%) of the per share price of the Series E Preferred Shares at which time such Series E Preferred Shares were first issued (the “Preferred E Share Issue Price”), as adjusted for share dividends, splits, combinations, recapitalizations or similar events and are otherwise provided herein, plus all accumulated, accrued and declared but unpaid dividends under the Restated Articles thereon (collectively, the “Preferred E Share Preference Amount”). (b) After the full Preferred E Share Preference Amount on all outstanding Series E Preferred Shares has been paid, the holders of the Series D Preferred Shares shall be entitled to receive, prior to any distribution to the holders of Series C Preferred Shares, Series B Preferred Shares, Series A Preferred Shares, Ordinary Shares or any other class or series of shares then outstanding, an amount per Series D Preferred Share equal to one hundred and fifty percent (150%) of the per share price of the Series D Preferred Shares at which time such Series D Preferred Shares were first issued (the “Preferred D Share Issue Price”), as adjusted for share dividends, splits, combinations, recapitalizations or similar events and are otherwise provided herein, plus all accumulated, accrued and declared but unpaid dividends under the Restated Articles thereon (collectively, the “Preferred D Share Preference Amount”). (c) After the full Preferred D Share Preference Amount on all outstanding Series D Preferred Shares has been paid, the holders of the Series C Preferred Shares shall be entitled to receive, prior to any distribution to the holders of the Series B Preferred Shares and the Series A Preferred Shares and the Ordinary Shares or any other class or series of shares then outstanding, excluding the Series D Preferred Shares, an amount per Series C Preferred Share equal to one hundred and fifty percent (150%) of the per share price of the Series C Preferred Shares at which time such Series C Preferred Shares were first issued (the “Preferred C Share Issue Price”), as adjusted for share dividends, splits, combinations, recapitalizations or similar events and are otherwise provided herein, plus all accrued or declared but unpaid dividends under the Restated Articles thereon (collectively, the “Preferred C Share Preference Amount”). (d) After the full Preferred C Share Preference Amount on all outstanding Series C Preferred Shares has been paid, the holders of the Series B Preferred Shares shall be entitled to receive, prior to any distribution to the holders of the Series A Preferred Shares and the Ordinary Shares or any other class or series of shares then outstanding, excluding the Series D Preferred Shares and the Series C Preferred Shares, an amount per Series B Preferred Share equal to one hundred and fifty percent (150%) of the per share price of Series B Preferred Shares at which time such Series B Preferred Shares were first issued (the “Preferred B Share Issue Price”), as adjusted for share dividends, splits, combinations, recapitalizations or similar events and are otherwise provided herein, plus all accrued or declared but unpaid dividends under the Restated Articles thereon (collectively, the “Preferred B Share Preference Amount”). (e) After the full Preferred B Share Preference Amount on all outstanding Series B Preferred Shares has been paid, the holders of the Series A Preferred Shares shall be entitled to receive, prior and in preference to any distribution of any of the assets or funds of the Company to the holders of the Ordinary Shares or any other class or series of shares of the Company ranked junior to then outstanding, excluding the Series A Preferred Shares (including the Ordinary Shares) by reason of such holder’s ownership thereof, the greater of: (A) the sum of (x) the Series A Preferred Shares Purchase Price (as adjusted for any share dividends, combinations, splits, recapitalizations or the like on, of or affecting the Series A D Preferred Shares), for each Series A Preferred Share then held by such holder and (y) any and all declared but unpaid dividends on each such Series A C Preferred Shares and (B) such Series B Preferred Shares, an amount per Series A Preferred Share as would have been payable had all Series A Preferred Shares been converted into Ordinary Shares immediately prior equal to such liquidation, dissolution or winding up one hundred and fifty percent (such amount payable, 150%) of the “Liquidation Preference”). If, upon the occurrence of such event, the assets and funds thus distributed among the holders per share price of the Series A Preferred Shares shall be insufficient to permit at which time such Series A Preferred Shares were first issued (the payment to such holders of “Preferred A Share Issue Price”), as adjusted for share dividends, splits, combinations, recapitalizations or similar events and are otherwise provided herein, plus all accrued or declared but unpaid dividends under the Restated Articles thereon (collectively, the “Preferred A Share Preference Amount”). (f) After the full Liquidation PreferencePreferred E Share Preference Amount, then the entire full Preferred D Share Preference Amount, the full Preferred C Share Preference Amount, the full Preferred B Share Preference Amount and the full Preferred A Share Preference Amount have been paid, any remaining funds or assets and funds of the Company legally available for distribution to shareholders shall be distributed on a pro rata rata, pari passu basis among the holders of the Preferred Shares (on an as-converted basis), together with the holders of the Ordinary Shares. (g) If the Company has insufficient assets to permit payment of the Preferred E Share Preference Amount in full to holder of Series E Preferred Shares, then the assets of the Company (including any assets of its subsidiaries and the PRC Companies) shall be distributed ratably to the holder of the Series E Preferred Shares in proportion to the full Preferred E Share Preference Amount each such holder of Series E Preferred Shares would otherwise be entitled to receive under this Section 7.1. If the Company has insufficient assets to permit payment of the Preferred D Share Preference Amount in full to holder of Series D Preferred Shares, then the assets of the Company (including any assets of its subsidiaries and the PRC Companies) shall be distributed ratably to the holder of the Series D Preferred Shares in proportion to the full Preferred D Share Preference Amount each such holder of Series D Preferred Shares would otherwise be entitled to receive under this Section 7.1. If the Company has insufficient assets to permit payment of the Preferred C Share Preference Amount in full to holder of Series C Preferred Shares, then the assets of the Company (including any assets of its subsidiaries and the PRC Companies) shall be distributed ratably to the holder of the Series C Preferred Shares in proportion to the full Preferred C Share Preference Amount each such holder of Series C Preferred Shares would otherwise be entitled to receive under this Section 7.1. If the Company has insufficient assets to permit payment of the Preferred B Share Preference Amount in full to all holders of Series B Preferred Shares, then the assets of the Company (including any assets of its subsidiaries and the PRC Companies) shall be distributed ratably to the holders of the Series B Preferred Shares in proportion to the full Preferred B Share Preference Amount each such holder of Series B Preferred Shares would otherwise be entitled to receive under this Section 7.1. If the Company has insufficient assets to permit payment of the Preferred A Share Preference Amount in full to all holders of Series A Preferred Shares, then the assets of the Company (including any assets of its subsidiaries and the PRC Companies) shall be distributed ratably to the holders of the Series A Preferred Shares in proportion to the Liquidation full Preferred A Share Preference Amount each such holder is otherwise entitled to receive. If any holder of Series A Preferred Shares shall be deemed to have converted Series A Preferred Shares into Ordinary Shares pursuant to this paragraph, then such holder shall not would otherwise be entitled to receive any distribution that would otherwise be made to holders of Series A Preferred Shares that have not converted (or have not been deemed to have converted) into Ordinary Sharesunder this Section 7.1. (ii) After the payment of the Liquidation Preference to the holders of the Series A Preferred Shares, the remaining assets shall be distributed ratably to the holders of the Ordinary Shares. (iii) Unless the holders of a majority of the Series A Preferred Shares then outstanding shall elect or determine otherwise by written consent, a consolidation or merger of the Company with or into any other Person in which the holders of the Shares as of immediately prior to such merger or consolidation do not continue to hold at least a fifty percent (50%) interest in the surviving entity or a Trade Sale shall be deemed to be a liquidation for purposes of payment of the Liquidation Preference and shall entitle the holders of the Series A Preferred Shares to receive in cash, securities or other property (with any non-cash amounts being valued as provided in Article 7(c)(iv)) in the amounts specified in Article 7(c)(i) and (ii). (iv) Subject to the following provisions of this Article 7(c)(iv), the value of any assets, securities or other property (other than cash) to be received by the Members pursuant to Articles 7(c)(i), 7(c)(ii) and/or 7(c)(iii), shall be equal to the fair market value thereof, as determined in good faith by the Board, if any (taking into account, if applicable, any restrictions on the free marketability of such assets, securities or other property, arising under applicable securities laws or otherwise, other than restrictions arising solely by virtue of a Member’s status as an Affiliate of the Company or the entity surviving or resulting from a change of control of the Company), except that any securities to be distributed to Members of the Company in any liquidation, dissolution or winding up of the Company, whether voluntary or involuntary, or a change of control of the Company, shall be valued as follows. (A) The method of valuation of securities not subject to investment letter or other similar restrictions on free marketability shall be as follows: (I) if the securities are then traded on a Recognised Stock Exchange (or a similar national quotation system), then the value shall be deemed to be the average of the closing prices of the securities on such exchange or system over the 30-day period ending three (3) days prior to the distribution; (II) if the securities are then actively traded over-the-counter, then the value shall be deemed to be the average of the closing bid or sale prices (whichever is applicable) over the 30-day period ending three (3) days prior to the distribution; and (III) if there is no active public market for the securities, then the value shall be the fair market value thereof, as determined in good faith by the Board. (B) The method of valuation of securities subject to investment letter or other restrictions on free marketability shall be to make an appropriate discount from the market value determined as above in subparagraphs (A)(I), (A)(II), or (A)(III) of this Article 7(c)(iv) to reflect the approximate fair market value thereof, as determined in good faith by the Board.

Liquidation Preference. (ia) In the event of any liquidation, dissolution or winding up of the CompanyPartnership, whether voluntary or involuntary, each holder before any payment or distribution of the Series Partnership (whether capital, surplus or otherwise) shall be made to or set apart for the holders of Junior Partnership Units, the holders of Class A Partnership Preferred Shares Units shall be entitled to receivereceive Twenty-Five Dollars ($25.00) per Class A Partnership Preferred Unit (the “Liquidation Preference”), prior plus an amount per Class A Partnership Preferred Unit equal to all dividends (whether or not declared or earned) accumulated, accrued and in preference unpaid on one share of Class A Preferred Stock to the date of final distribution to such holders; but such holders shall not be entitled to any distribution of any of the assets or funds of the Company to further payment. Until the holders of any other class of shares of the Company ranked junior Class A Partnership Preferred Units have been paid the Liquidation Preference in full, plus an amount equal to all dividends (whether or not declared or earned) accumulated, accrued and unpaid on the Class A Preferred Stock to the Series A Preferred Shares (including the Ordinary Shares) by reason date of such holder’s ownership thereof, the greater of: (A) the sum of (x) the Series A Preferred Shares Purchase Price (as adjusted for any share dividends, combinations, splits, recapitalizations or the like on, of or affecting the Series A Preferred Shares), for each Series A Preferred Share then held by such holder and (y) any and all declared but unpaid dividends on each such Series A Preferred Shares and (B) such amount per Series A Preferred Share as would have been payable had all Series A Preferred Shares been converted into Ordinary Shares immediately prior final distribution to such holders, no payment shall be made to any holder of Junior Partnership Units upon the liquidation, dissolution or winding up (such amount payable, of the “Liquidation Preference”)Partnership. If, upon the occurrence of such event, the assets and funds thus distributed among the holders of the Series A Preferred Shares shall be insufficient to permit the payment to such holders of the full Liquidation Preference, then the entire assets and funds of the Company legally available for distribution shall be distributed pro rata among the holders of the Series A Preferred Shares in proportion to the Liquidation Preference each such holder is otherwise entitled to receive. If any holder of Series A Preferred Shares shall be deemed to have converted Series A Preferred Shares into Ordinary Shares pursuant to this paragraph, then such holder shall not be entitled to receive any distribution that would otherwise be made to holders of Series A Preferred Shares that have not converted (or have not been deemed to have converted) into Ordinary Shares. (ii) After the payment of the Liquidation Preference to the holders of the Series A Preferred Shares, the remaining assets shall be distributed ratably to the holders of the Ordinary Shares. (iii) Unless the holders of a majority of the Series A Preferred Shares then outstanding shall elect or determine otherwise by written consent, a consolidation or merger of the Company with or into any other Person in which the holders of the Shares as of immediately prior to such merger or consolidation do not continue to hold at least a fifty percent (50%) interest in the surviving entity or a Trade Sale shall be deemed to be a liquidation for purposes of payment of the Liquidation Preference and shall entitle the holders of the Series A Preferred Shares to receive in cash, securities or other property (with any non-cash amounts being valued as provided in Article 7(c)(iv)) in the amounts specified in Article 7(c)(i) and (ii). (iv) Subject to the following provisions of this Article 7(c)(iv), the value of any assets, securities or other property (other than cash) to be received by the Members pursuant to Articles 7(c)(i), 7(c)(ii) and/or 7(c)(iii), shall be equal to the fair market value thereof, as determined in good faith by the Board, if any (taking into account, if applicable, any restrictions on the free marketability of such assets, securities or other property, arising under applicable securities laws or otherwise, other than restrictions arising solely by virtue of a Member’s status as an Affiliate of the Company or the entity surviving or resulting from a change of control of the Company), except that any securities to be distributed to Members of the Company in any liquidation, dissolution or winding up of the CompanyPartnership, whether the assets of the Partnership, or proceeds thereof, distributable among the holders of Class A Partnership Preferred Units shall be insufficient to pay in full the preferential amount aforesaid and liquidating payments on any Parity Partnership Units, then such assets, or the proceeds thereof, shall be distributed among the holders of Class A Partnership Preferred Units and any such Parity Partnership Units ratably in the same proportion as the respective amounts that would be payable on such Class A Partnership Preferred Units and any such other Parity Partnership Units if all amounts payable thereon were paid in full. For the purposes of this Section 4, (i) a consolidation or merger of the Partnership with one or more partnerships, or (ii) a sale or transfer of all or substantially all of the Partnership’s assets shall not be deemed to be a liquidation, dissolution or winding up, voluntary or involuntary, or a change of control of the Company, shall be valued as followsPartnership. (Ab) The method Upon any liquidation, dissolution or winding up of valuation the Partnership, after payment shall have been made in full to the holders of securities not Class A Partnership Preferred Units and any Parity Partnership Units, as provided in this Section 4, any other series or class or classes of Junior Partnership Units shall, subject to investment letter or other similar restrictions on free marketability shall the respective terms thereof, be as follows: (I) if the securities are then traded on a Recognised Stock Exchange (or a similar national quotation system), then the value shall be deemed entitled to receive any and all assets remaining to be paid or distributed, and the average holders of the closing prices of the securities on such exchange or system over the 30-day period ending three (3) days prior Class A Partnership Preferred Units and any Parity Partnership Units shall not be entitled to the distribution; (II) if the securities are then actively traded over-the-counter, then the value shall be deemed to be the average of the closing bid or sale prices (whichever is applicable) over the 30-day period ending three (3) days prior to the distribution; and (III) if there is no active public market for the securities, then the value shall be the fair market value thereof, as determined in good faith by the Boardshare therein. (B) The method of valuation of securities subject to investment letter or other restrictions on free marketability shall be to make an appropriate discount from the market value determined as above in subparagraphs (A)(I), (A)(II), or (A)(III) of this Article 7(c)(iv) to reflect the approximate fair market value thereof, as determined in good faith by the Board.

Liquidation Preference. (ia) In the event of any liquidationLiquidation, dissolution before any payment or winding up distribution of the Company, whether voluntary or involuntary, each holder assets of the Corporation (whether capital or surplus) shall be made to or set apart for the holders of Junior Shares, the holders of Series A D-1 Preferred Shares shall be entitled to receive, prior and in preference to any distribution of any of the assets or funds of the Company (subject to the holders of any other class of shares of the Company ranked junior to the Series A Preferred Shares (including the Ordinary Shares) by reason Continuation Right of such holder’s ownership thereof, holders described below) to receive an amount equal to the greater of: (Ai) the sum Liquidation Preference plus an amount equal to all accrued and unpaid dividends from the date immediately following the immediately preceding Dividend Payment Date to the date of (x) the Series A Preferred Shares Purchase Price (as adjusted for any share dividends, combinations, splits, recapitalizations or the like on, of or affecting the Series A Preferred Shares), for each Series A Preferred Share then held by final distribution to such holder holder; and (yii) any and all declared but unpaid dividends on each such Series A Preferred Shares and (B) such an amount per Series A D-1 Preferred Share as equal to the amount or consideration which would have been payable had all each Series A D-1 Preferred Shares Share been converted into Ordinary Common Shares pursuant to Section 6 hereof immediately prior to such liquidation, dissolution or winding up (such amount payable, the “Liquidation Preference”)Liquidation. If, upon the occurrence of such event, the assets and funds thus distributed among Until the holders of the Series A D-1 Preferred Shares have been paid the amount specified in the first sentence of this Section 4(a) in full, no payment will be made to any holder of Junior Shares upon Liquidation. If, upon any such Liquidation, the assets of the Corporation, or proceeds thereof, distributable among the holders of Series D-1 Preferred Shares shall be insufficient to permit pay in full the payment to such holders preferential amount aforesaid and liquidating payments on any other shares of the full Liquidation Preferenceany class or series of Parity Shares, then such assets, or the entire assets and funds of the Company legally available for distribution proceeds thereof, shall be distributed pro rata among the holders of such Series D-1 Preferred Shares and such other Parity Shares ratably in accordance with the amounts that would be payable on such Series D-1 Preferred Shares and such other Parity Shares if all amounts payable thereon were paid in full. (b) In connection with a Merger Liquidation (as defined below), each holder of Series D-1 Preferred Shares shall have the right (a “Continuation Right”) to elect, by delivering written notice to the Corporation not less than five (5) Business Days prior to the Merger Liquidation, to require the Corporation to make provision for such holder’s Series D-1 Preferred Shares to be assumed by the surviving entity as described in Section 6(f); provided, however, notwithstanding the election by any of the holders of the Series A D-1 Preferred Shares in proportion to the Liquidation Preference each such holder is otherwise entitled to receive. If any holder of Series A Preferred Shares shall be deemed to have converted Series A Preferred Shares into Ordinary Shares pursuant to this paragraph, then such holder shall not be entitled to receive any distribution that would otherwise be made to holders of Series A Preferred Shares that have not converted (or have not been deemed to have converted) into Ordinary Shares. (ii) After the payment of the Liquidation Preference Continuation Right, the Corporation shall have the right, in connection with any Merger Liquidation, to elect, by delivering written notice to the holders of Series D-1 Preferred Shares at any time prior to the Merger Liquidation, to redeem any or all of the outstanding Series D-1 Preferred Shares for an amount per Series D-1 Preferred Share equal to the amount specified in the Section 4(a). A Preferred Shares, the remaining assets “Merger Liquidation” shall be distributed ratably to the holders of the Ordinary Shares. (iii) Unless the holders of a majority of the Series A Preferred Shares then outstanding shall elect or determine otherwise by written consent, Liquidation which constitutes a consolidation or merger of the Company Corporation with one or into any other Person in more entities that are not Affiliates of the Corporation and as a result of which the holders of Corporation is not the Shares as of immediately prior to such surviving entity. Upon a merger or consolidation do not continue of the Corporation with one or more entities that are Affiliates of the Corporation, the Corporation shall make provision for the Series D-1 Preferred Shares to hold at least a fifty percent (50%) interest in be assumed by the surviving entity or a Trade Sale shall be deemed to be a liquidation for purposes of payment of the Liquidation Preference and shall entitle the holders of the Series A Preferred Shares to receive as described in cash, securities or other property (with any non-cash amounts being valued as provided in Article 7(c)(iv)) in the amounts specified in Article 7(c)(i) and (iiSection 6(f). (iv) Subject to the following provisions of this Article 7(c)(iv), the value of any assets, securities or other property (other than cash) to be received by the Members pursuant to Articles 7(c)(i), 7(c)(ii) and/or 7(c)(iii), shall be equal to the fair market value thereof, as determined in good faith by the Board, if any (taking into account, if applicable, any restrictions on the free marketability of such assets, securities or other property, arising under applicable securities laws or otherwise, other than restrictions arising solely by virtue of a Member’s status as an Affiliate of the Company or the entity surviving or resulting from a change of control of the Company), except that any securities to be distributed to Members of the Company in any liquidation, dissolution or winding up of the Company, whether voluntary or involuntary, or a change of control of the Company, shall be valued as follows. (A) The method of valuation of securities not subject to investment letter or other similar restrictions on free marketability shall be as follows: (I) if the securities are then traded on a Recognised Stock Exchange (or a similar national quotation system), then the value shall be deemed to be the average of the closing prices of the securities on such exchange or system over the 30-day period ending three (3) days prior to the distribution; (II) if the securities are then actively traded over-the-counter, then the value shall be deemed to be the average of the closing bid or sale prices (whichever is applicable) over the 30-day period ending three (3) days prior to the distribution; and (III) if there is no active public market for the securities, then the value shall be the fair market value thereof, as determined in good faith by the Board. (B) The method of valuation of securities subject to investment letter or other restrictions on free marketability shall be to make an appropriate discount from the market value determined as above in subparagraphs (A)(I), (A)(II), or (A)(III) of this Article 7(c)(iv) to reflect the approximate fair market value thereof, as determined in good faith by the Board.

Liquidation Preference. (i) In the event of any a liquidation, dissolution or winding up of the CompanyCorporation, whether voluntary or involuntary, each holder the holders of the then-outstanding shares of Series A B Preferred Shares Stock shall be entitled to receive, prior and in preference to any distribution of any receive out of the assets or funds of the Company Corporation, whether such assets are capital or surplus of any nature, an amount per share equal to the holders greater of any other class of shares of the Company ranked junior to the Series A Preferred Shares (including the Ordinary Shares) by reason of such holder’s ownership thereof, the greater of: (A) the sum of (xi) the Series A Preferred Shares Purchase Price Stated Value thereof and (as adjusted for any share ii) the dividends, combinationsif any, splitsaccumulated or deemed to have accumulated thereon to the date of final distribution to such holders, recapitalizations whether or the like onnot such dividends are declared, of or affecting the Series A Preferred Shares), for each Series A Preferred Share then held by such holder and (y) any and all declared but unpaid dividends on each such Series A Preferred Shares and (B) the amount that would be payable to such amount per holders if the holders had converted all outstanding shares of Series A B Preferred Share as would have been payable had all Series A Preferred Shares been converted Stock into Ordinary Shares shares of Common Stock immediately prior to such liquidation, dissolution or winding up (up, and shall, after the holders of Common Stock have received an amount per share of Common Stock equal to the amount paid per share of Series B Preferred Stock, be entitled to participate on a pro rata basis with the holders of Common Stock. After any such amount payablepayment in full, the “Liquidation Preference”)holders of Series B Preferred Stock shall not, as such, be entitled to any further participation in any distribution of assets of the Corporation. If, upon the occurrence of such event, All the assets of the Corporation available for distribution to stockholders after the liquidation preferences of any Senior Liquidation Securities shall be distributed ratably (in proportion to the full distributable amounts to which holders of Series B Preferred Stock and funds thus distributed Parity Liquidation Securities, if any, are respectively entitled upon such dissolution, liquidation or winding up) among the holders of the Series A Preferred Shares shall be insufficient to permit the payment to such holders of the full Liquidation Preference, then the entire assets and funds of the Company legally available for distribution shall be distributed pro rata among the holders of the Series A Preferred Shares in proportion to the Liquidation Preference each such holder is otherwise entitled to receive. If any holder then-outstanding shares of Series A B Preferred Shares shall be deemed Stock and Parity Liquidation Securities, if any, when such assets are not sufficient to have converted Series A Preferred Shares into Ordinary Shares pursuant to this paragraph, then such holder shall not be entitled to receive any distribution that would otherwise be made to holders of Series A Preferred Shares that have not converted (or have not been deemed to have converted) into Ordinary Shares. (ii) After pay in full the payment of the Liquidation Preference to the holders of the Series A Preferred Shares, the remaining assets shall be distributed ratably to the holders of the Ordinary Shares. (iii) Unless the holders of a majority of the Series A Preferred Shares then outstanding shall elect or determine otherwise by written consent, aggregate amounts payable thereon. Neither a consolidation or merger of the Company Corporation with or into any other Person in which the holders or Persons, nor a sale, conveyance, lease, exchange or transfer of all or part of the Shares as of immediately prior Corporation's assets for cash, securities or other property to such merger a Person or consolidation do not continue to hold at least a fifty percent (50%) interest in the surviving entity or a Trade Sale Persons shall be deemed to be a liquidation for purposes of payment of the Liquidation Preference and shall entitle the holders of the Series A Preferred Shares to receive in cash, securities or other property (with any non-cash amounts being valued as provided in Article 7(c)(iv)) in the amounts specified in Article 7(c)(i) and (ii). (iv) Subject to the following provisions of this Article 7(c)(iv), the value of any assets, securities or other property (other than cash) to be received by the Members pursuant to Articles 7(c)(i), 7(c)(ii) and/or 7(c)(iii), shall be equal to the fair market value thereof, as determined in good faith by the Board, if any (taking into account, if applicable, any restrictions on the free marketability of such assets, securities or other property, arising under applicable securities laws or otherwise, other than restrictions arising solely by virtue of a Member’s status as an Affiliate of the Company or the entity surviving or resulting from a change of control of the Company), except that any securities to be distributed to Members of the Company in any liquidation, dissolution or winding up of the CompanyCorporation for purposes of this Article IV, whether but the holders of shares of Series B Preferred Stock shall nevertheless be entitled from and after any such consolidation, merger or sale, conveyance, lease, exchange or transfer of all or part of the Corporation's assets to the rights provided by this Article IV following any such transaction. Notice of any voluntary or involuntaryinvoluntary liquidation, dissolution or a change of control winding up of the CompanyCorporation, stating the payment date or dates when, and the place or places where, the amounts distributable to each holder of shares of Series B Preferred Stock in such circumstances shall be payable, shall be valued as follows. (A) The method of valuation of securities given by first-class mail, postage prepaid, mailed not subject to investment letter or other similar restrictions on free marketability shall be as follows: (I) if the securities are then traded on a Recognised Stock Exchange (or a similar national quotation system), then the value shall be deemed to be the average of the closing prices of the securities on such exchange or system over the 30-day period ending three (3) less than 45 days prior to any payment date stated therein, to holders of record as they appear on the distribution; (II) if the securities are then actively traded over-the-counter, then the value shall be deemed to be the average stock record books of the closing bid or sale prices (whichever is applicable) over Corporation as of the 30-day period ending three (3) days prior to the distribution; and (III) if there is no active public market for the securities, then the value shall be the fair market value thereof, as determined in good faith by the Boarddate such notices are first mailed. (B) The method of valuation of securities subject to investment letter or other restrictions on free marketability shall be to make an appropriate discount from the market value determined as above in subparagraphs (A)(I), (A)(II), or (A)(III) of this Article 7(c)(iv) to reflect the approximate fair market value thereof, as determined in good faith by the Board.

Liquidation Preference. (ia) In the event of Upon any voluntary or involuntary liquidation, dissolution or winding up of the Companyaffairs of the Corporation, whether voluntary or involuntary, each holder the holders of the Series A E Preferred Shares shall be Stock are entitled to receivebe paid out of the assets of the Corporation legally available for distribution to its shareholders, prior and in preference to before any distribution of any assets is made to holders of the assets Corporation’s Common Stock or funds any other Junior Shares, a liquidation preference of $10.00 per share in cash (the Company “Liquidation Preference”) and (i) an amount equal to any accrued and unpaid dividends to the holders date of any other class payment and (ii), in the case of shares of a liquidation, dissolution or winding up that occurs on or after March 16, 2021, and in the Company ranked junior event a Qualified Offering has not occurred prior to the Series A Preferred Shares (including the Ordinary Shares) by reason time of such holder’s ownership thereof, the greater of: (A) the sum of (x) the Series A Preferred Shares Purchase Price (as adjusted for any share dividends, combinations, splits, recapitalizations or the like on, of or affecting the Series A Preferred Shares), for each Series A Preferred Share then held by such holder and (y) any and all declared but unpaid dividends on each such Series A Preferred Shares and (B) such amount per Series A Preferred Share as would have been payable had all Series A Preferred Shares been converted into Ordinary Shares immediately prior to such liquidation, dissolution or winding up (such amount payableup, the “Liquidation Preference”). If, upon the occurrence of such event, the assets and funds thus distributed among the holders additional sum of the Net Series A Preferred Shares shall be insufficient to permit the payment to such holders of the full E Per Share Additional Liquidation PreferencePreference (as defined below) (b) As provided herein, then the entire assets and funds of the Company legally available for distribution shall be distributed pro rata among the holders of accrued but unpaid dividends on the Series A E Preferred Shares in proportion to the Liquidation Preference each such holder is otherwise entitled to receiveStock will accumulate and will earn additional dividends at 9.5%, or 12.5% if a Qualified Offering has not occurred, compounding quarterly. If any holder of Series A Preferred Shares shall be deemed to have converted Series A Preferred Shares into Ordinary Shares pursuant to this paragraph, then such holder shall not be entitled to receive any distribution that would otherwise be made to holders of Series A Preferred Shares that have not converted (or have not been deemed to have converted) into Ordinary Shares. (ii) After the payment of the Liquidation Preference The Corporation will promptly provide to the holders of the Series A E Preferred Shares, Stock written notice of any event triggering the remaining assets shall be distributed ratably right to the holders of the Ordinary Shares. (iii) Unless the holders of a majority of the Series A Preferred Shares then outstanding shall elect or determine otherwise by written consent, a receive such Liquidation Preference. The consolidation or merger of the Company Corporation with or into any other Person in which corporation, trust or entity or of any other corporation, trust or entity with or into the holders Corporation, the sale, lease or conveyance of all or substantially all of the Shares as property or business of immediately prior to such merger or consolidation do not continue to hold at least a fifty percent (50%) interest in the surviving entity Corporation or a Trade Sale statutory share exchange, shall not be deemed to be constitute a liquidation for purposes of payment of the Liquidation Preference and shall entitle the holders of the Series A Preferred Shares to receive in cash, securities or other property (with any non-cash amounts being valued as provided in Article 7(c)(iv)) in the amounts specified in Article 7(c)(i) and (ii). (iv) Subject to the following provisions of this Article 7(c)(iv), the value of any assets, securities or other property (other than cash) to be received by the Members pursuant to Articles 7(c)(i), 7(c)(ii) and/or 7(c)(iii), shall be equal to the fair market value thereof, as determined in good faith by the Board, if any (taking into account, if applicable, any restrictions on the free marketability of such assets, securities or other property, arising under applicable securities laws or otherwise, other than restrictions arising solely by virtue of a Member’s status as an Affiliate of the Company or the entity surviving or resulting from a change of control of the Company), except that any securities to be distributed to Members of the Company in any liquidation, dissolution or winding up of the Company, whether voluntary or involuntary, or a change of control of the Company, shall be valued as followsCorporation. (Ac) The method of valuation of securities not subject to investment letter In determining whether a distribution (other than upon voluntary or involuntary liquidation) by dividend, redemption or other similar restrictions on free marketability acquisition of shares of capital stock of the Corporation or otherwise is permitted under Maryland law, no effect shall be as follows: (I) given to amounts that would be needed, if the securities are then traded on a Recognised Stock Exchange (or a similar national quotation system), then the value shall be deemed Corporation were to be dissolved at the average time of the closing prices distribution, to satisfy the preferential rights upon distribution of holders of shares of capital stock of the securities on such exchange or system over the 30-day period ending three (3) days prior Corporation whose preferential rights upon distribution are superior to those receiving the distribution; (II) if the securities are then actively traded over-the-counter, then the value shall be deemed to be the average of the closing bid or sale prices (whichever is applicable) over the 30-day period ending three (3) days prior to the distribution; and (III) if there is no active public market for the securities, then the value shall be the fair market value thereof, as determined in good faith by the Board. (B) The method of valuation of securities subject to investment letter or other restrictions on free marketability shall be to make an appropriate discount from the market value determined as above in subparagraphs (A)(I), (A)(II), or (A)(III) of this Article 7(c)(iv) to reflect the approximate fair market value thereof, as determined in good faith by the Board.

Liquidation Preference. (ia) In the event of Upon any voluntary or involuntary liquidation, dissolution or winding up of the Company, whether voluntary or involuntary, each holder affairs of the Corporation, the holders of shares of Series A D Preferred Shares shall be Stock then outstanding are entitled to receivebe paid out of the assets of the Corporation, prior legally available for distribution to its stockholders, a liquidation preference of $25.00 per share, plus an amount equal to any accrued and in preference unpaid dividends (whether or not declared) to the date of payment, before any distribution of assets is made to holders of Common Stock or any series of Preferred Stock of the assets or funds of the Company to the holders of any other class of shares of the Company ranked Corporation that ranks junior to the Series A D Preferred Shares Stock as to liquidation rights. (including b) In the Ordinary Shares) by reason of event that, upon any such holder’s ownership thereof, the greater of: (A) the sum of (x) the Series A Preferred Shares Purchase Price (as adjusted for any share dividends, combinations, splits, recapitalizations voluntary or the like on, of or affecting the Series A Preferred Shares), for each Series A Preferred Share then held by such holder and (y) any and all declared but unpaid dividends on each such Series A Preferred Shares and (B) such amount per Series A Preferred Share as would have been payable had all Series A Preferred Shares been converted into Ordinary Shares immediately prior to such involuntary liquidation, dissolution or winding up (such amount payableup, the “Liquidation Preference”). Ifavailable assets of the Corporation are insufficient to pay the amount of the liquidating distributions on all outstanding shares of Series D Preferred Stock and the corresponding amounts payable on all shares of other classes or series of Parity Stock in the distribution of assets, upon the occurrence of such event, the assets and funds thus distributed among then the holders of the shares of Series A D Preferred Shares Stock and stockholders of such classes or series of Parity Stock shall be insufficient to permit the payment to share ratably in any such holders distribution of the full Liquidation Preference, then the entire assets and funds of the Company legally available for distribution shall be distributed pro rata among the holders of the Series A Preferred Shares in proportion to the Liquidation Preference each such holder is otherwise entitled full liquidating distributions to receive. If any holder of Series A Preferred Shares shall be deemed to have converted Series A Preferred Shares into Ordinary Shares pursuant to this paragraph, then such holder shall not be entitled to receive any distribution that which they would otherwise be made respectively entitled. (c) After payment of the full amount of the liquidating distributions to which they are entitled, the holders of Series A D Preferred Shares that Stock shall have not converted (no right or have not been deemed claim to have converted) into Ordinary Sharesany of the remaining assets of the Corporation. (iid) After the payment of the Liquidation Preference to the holders of the Series A Preferred Shares, the remaining assets shall be distributed ratably to the holders of the Ordinary Shares. (iii) Unless the holders of a majority of the Series A Preferred Shares then outstanding shall elect or determine otherwise by written consent, a consolidation or merger of the Company with or into any other Person in which the holders of the Shares as of immediately prior to such merger or consolidation do not continue to hold at least a fifty percent (50%) interest in the surviving entity or a Trade Sale shall be deemed to be a liquidation for purposes of payment of the Liquidation Preference and shall entitle the holders of the Series A Preferred Shares to receive in cash, securities or other property (with any non-cash amounts being valued as provided in Article 7(c)(iv)) in the amounts specified in Article 7(c)(i) and (ii). (iv) Subject to the following provisions of this Article 7(c)(iv), the value Written notice of any assets, securities or other property (other than cash) to be received by the Members pursuant to Articles 7(c)(i), 7(c)(ii) and/or 7(c)(iii), shall be equal to the fair market value thereof, as determined in good faith by the Board, if any (taking into account, if applicable, any restrictions on the free marketability of such assets, securities or other property, arising under applicable securities laws or otherwise, other than restrictions arising solely by virtue of a Member’s status as an Affiliate of the Company or the entity surviving or resulting from a change of control of the Company), except that any securities to be distributed to Members of the Company in any liquidation, dissolution or winding up of the CompanyCorporation, whether voluntary stating the payment date or involuntarydates when, and the place or a change of control of places where, the Companyamounts distributable in such circumstances shall be payable, shall be valued as follows. (A) The method of valuation of securities given by first class mail, postage prepaid, not subject to investment letter or other similar restrictions on free marketability shall be as follows: (I) if the securities are then traded on a Recognised Stock Exchange (or a similar national quotation system), then the value shall be deemed to be the average of the closing prices of the securities on such exchange or system over the 30-day period ending three (3) less than 30 nor more than 60 days prior to the distribution;payment date stated therein, to each record holder of the Series D Preferred Stock at the respective addresses of such holders as the same shall appear on the stock transfer records of the Corporation. (IIe) if The consolidation or merger of the securities are then actively traded over-the-counterCorporation with or into any other corporation, then trust or entity or of any other corporation with or into the value Corporation, or the sale, lease or conveyance of all or substantially all of the assets or business of the Corporation, shall not be deemed to be the average constitute a liquidation, dissolution or winding up of the closing bid or sale prices (whichever is applicable) over the 30-day period ending three (3) days prior to the distribution; and (III) if there is no active public market for the securities, then the value shall be the fair market value thereof, as determined in good faith by the BoardCorporation. (B) The method of valuation of securities subject to investment letter or other restrictions on free marketability shall be to make an appropriate discount from the market value determined as above in subparagraphs (A)(I), (A)(II), or (A)(III) of this Article 7(c)(iv) to reflect the approximate fair market value thereof, as determined in good faith by the Board.