Common use of Liquidation Preference Clause in Contracts

Liquidation Preference. (a) Upon any liquidation, dissolution or winding up of the Company, whether voluntary or involuntary, but before any distribution or payment shall be made to the holders of any Common Stock, and in equal preference to the holders of the Series A Preferred and 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.

Liquidation Preference. (a) Upon In the event of any liquidation, dissolution or winding up of the Companythis Corporation, whether either voluntary or involuntary, but before any distribution or payment shall be made to the holders of any Common Stock, and in equal preference to the holders of the Series A Preferred and the Series B Preferred, the holders of Series C Preferred Stock shall be entitled to be paid out receive, prior and in preference to any distribution of any of the remaining assets of this Corporation to the Company legally available holders of Common Stock or any other junior equity security by reason of their ownership thereof an amount for distribution with respect to each share of Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock an amount and Series E Preferred Stock, respectively, held by such holder equal to the sum of (i) $16.00 per share, as adjusted 1.00 for any stock dividends, combinations or splits with respect to each such shares outstanding share of Series A Preferred Stock (the "ORIGINAL SERIES C ISSUE PRICEOriginal Series A Issue Price") plus ), (ii) any $1.10 for each such outstanding share of Series B Preferred Stock (the "Original Series B Issue Price"), (iii) $1.25 for each such outstanding share of Series C Preferred Stock (the "Original Series C Issue Price"), (iv) $2.3073 for each outstanding share of Series D Preferred Stock (the "Original Series D Issue Price"), (v) $3.036 for each outstanding share of Series E Preferred Stock (the "Original Series E Issue Price") and (vi) in each case, an amount equal to all declared but unpaid dividends thereon (on each such sum, the "SERIES C LIQUIDATION VALUE")share. If upon any the occurrence of such liquidation, dissolution or winding up an event the assets and funds thus distributed among the holders of the Company the remaining assets of the Company available for distribution to its stockholders Preferred Stock shall be insufficient to pay permit the payment to such holders of the full aforesaid preferential amounts, then the entire assets and funds of this Corporation legally available for distribution shall be distributed, ratably among the holders of shares of Series A Preferred, Series B Preferred and Series C the 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 product of the shares liquidation preference of each such share and the number of such Preferred Stock held shares owned by them upon each such distribution if all amounts payable on or with respect to such shares were paid in fullholder.

Liquidation Preference. (a) Upon any liquidation, dissolution or winding up of the Company, whether voluntary or involuntary, but before any distribution or payment shall be made to the holders of any Common Stock, and in equal preference to the holders of the Series A Preferred and the Series B D Preferred, the holders of Series C E 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 E Preferred Stock an amount equal to the sum of (i) $16.00 10.00 per share, as adjusted for any stock dividends, combinations or splits with respect to such shares (the "ORIGINAL SERIES C ISSUE PRICEOriginal Series E Issue Price") plus (ii) any declared but unpaid dividends thereon (such sum, the "SERIES C LIQUIDATION VALUESeries E 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 D Preferred and Series C E Preferred Stock the full liquidation amount to which each is entitled under the Series A and B D Designations and this Certificate, as the case may be, then the holders of shares of Series A Preferred, Series B D Preferred and Series C E 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.

Liquidation Preference. (a) Upon any In the event of a liquidation, dissolution or ---------------------- winding up of the Company, whether voluntary or involuntary, but before any distribution or payment shall be made to the holders of any Common Stock, and in equal preference to the holders of the Series A Preferred and the Series B Preferred, the holders of Series C Preferred Stock shall be entitled to be paid receive out of the remaining assets of the Company legally available for distribution with respect to each share Company, whether such assets are stated capital or surplus of Series C Preferred Stock any nature, an amount equal to the sum Allocation Amount for each Share of (i) $16.00 per sharePreferred Stock then outstanding before any payment shall be made or any assets distributed to the holders of Common Stock, as adjusted for and thereafter such holders shall not be entitled to receive any stock dividends, combinations or splits with respect to such shares (further amount. In the "ORIGINAL SERIES C ISSUE PRICE") plus (ii) any declared but unpaid dividends thereon (such sum, the "SERIES C LIQUIDATION VALUE"). If event that upon any such liquidation, dissolution or winding up up, whether voluntary or involuntary, the assets available for distribution among the holders of the Preferred Stock and any other class or series of preferred stock of the Company which may hereafter be created having parity with the remaining Preferred Stock in liquidation preference shall be insufficient to permit payment of the full preferential amounts attributable to the Preferred Stock and such other class or series of preferred stock, then the entire assets of the Company available for distribution remaining after distribution to its stockholders shall be insufficient to pay the holders of shares any other class or series of Series A Preferred, Series B Preferred and Series C preferred stock of the Company which may hereafter be created having priority over the Preferred Stock the full in liquidation amount to which each is entitled under the Series A and B Designations and this Certificate, as the case may be, then preference shall be distributed ratably among the holders of shares of Series A Preferred, Series B Preferred and Series C the Preferred Stock shall share ratably in and any distribution other class or series of the remaining assets preferred stock of the Company which may hereafter be created having parity with the Preferred Stock in proportion to the respective preferential amounts to 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 fulleach is entitled.

Liquidation Preference. (a) Upon any liquidation, dissolution or and winding up of the Company, Corporation (whether voluntary or involuntary) (a "Liquidation Event"), but before any distribution or payment the Corporation shall be made to the holders of any Common Stock, and in equal preference pay to the holders of the Series A Preferred and the Series B Preferred, the holders of Series C I Preferred Stock shall be entitled to be paid out of (unless otherwise provided for in the remaining assets of resolution or resolutions creating such stock) 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 aggregate Liquidation Value attributable to such shares (the each, a "ORIGINAL SERIES C ISSUE PRICEShare") plus (ii) any declared accrued but unpaid dividends thereon (such sum, the "SERIES C LIQUIDATION VALUE")thereon. If upon any such liquidationLiquidation Event, dissolution or winding up of the Company the remaining Corporation's assets of the Company available for distribution to its stockholders shall be insufficient to pay distributed among the holders of shares of Series A Preferredthe Junior Securities, Series B Preferred and Stock, Series C Preferred Stock, Series D Preferred Stock, Series F Preferred Stock, Series G Preferred Stock, Series H Preferred Stock and Series I Preferred Stock are insufficient to permit payment to such holders of the full aggregate amount of their respective liquidation amount preference pursuant to which each is entitled under the Series A Corporation's Amended and B Designations and this CertificateRestated Certificate of Incorporation, as amended from time to time (the case may be"Charter"), as applicable, then the holders entire assets available to be distributed to the Corporation's stockholders shall be distributed in accordance with the priorities set forth in Article IV, Section 3 of shares the Charter, with the Series I Preferred Stock ranking pari passu with the Series D, F, G and H Preferred Stock and prior to the Series B and C Preferred Stock. Not less than sixty (60) days prior to the payment date of the Liquidation Value, the Corporation shall mail written notice of any such Liquidation Event to each record holder of Series A PreferredI Preferred Stock, Series B Preferred and Series C Preferred Stock shall share ratably setting forth in any distribution reasonable detail the amount of the remaining assets of the Company in proportion proceeds 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 paid with respect to each Share and each share of Common Stock in connection with such shares were paid in fullLiquidation Event. A change of control of the Corporation shall not be deemed a Liquidation Event for purposes of this Section 3.

Liquidation Preference. (a) Upon In the event of any liquidation, dissolution or winding up of the CompanyCorporation, whether voluntary or involuntary, but before any payment or distribution of the assets of the Corporation (whether capital or payment surplus) shall be made to or set apart for the holders of any Common StockJunior Securities, and in equal preference to the holders of the shares of Series A Preferred and 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 receive with respect to each share of Series C A Preferred Stock an amount in cash equal to the sum Liquidation Preference per share plus an amount equal to all dividends accrued and unpaid thereon to the date of (i) $16.00 per share, as adjusted for any stock dividends, combinations or splits with respect final distribution to such shares (the "ORIGINAL SERIES C ISSUE PRICE") plus (ii) holders, but such holders shall not be entitled to any declared but unpaid dividends thereon (such sumfurther payment. If, the "SERIES C LIQUIDATION VALUE"). If upon any such liquidation, dissolution or winding up of the Company Corporation, the remaining assets of the Company available for distribution to its stockholders Corporation, or proceeds thereof, shall be insufficient to pay in full the preferential amount aforesaid and liquidating payments on the Series A Preferred Stock and all Parity Securities, then such assets, or the proceeds thereof, shall be distributed among the holders of shares of Series A Preferred, Series B Preferred and Series C Preferred Stock and any such other Parity Securities ratably in accordance with 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 respective amounts that would be payable on such shares of Series A Preferred, Series B Preferred and Series C Preferred Stock shall share ratably in and 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 other Parity Securities if all amounts payable on or with respect to such shares thereon were paid in full.

Liquidation Preference. (a) Upon In the event of any liquidation, dissolution or winding up of the Companyaffairs of the Trust, whether voluntary or involuntaryotherwise, but after payment or provision for payment of the debts and other liabilities of the Trust, the holders of Series D Convertible Preferred Shares shall be entitled to receive, 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 unpaid on each such share up to the date of such distribution of assets, before any distribution or payment shall be made to the holders of Common Shares or any Common Stock, and in equal preference other shares of beneficial interest of the Trust ranking (as to any such distribution of assets) junior to the holders of the Series A D Convertible Preferred and 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")Shares. If upon any such liquidation, dissolution or winding up of the Company Trust, the remaining 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, then the entire assets of the Company available for distribution to its stockholders Trust thus distributable shall be insufficient to pay distributed ratably among the holders of Series D Convertible Preferred Shares and such other classes and series of preferred shares ranking (as to any such distribution of Series A Preferred, Series B Preferred and Series C Preferred Stock the full liquidation amount to which each is entitled under assets) on a parity with 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 D Convertible Preferred and Series C Preferred Stock shall share ratably in any distribution of the remaining assets of the Company Shares in proportion to the respective amounts which that would otherwise be payable in respect of the shares of per share if such Preferred Stock held by them upon such distribution if all amounts payable on or with respect assets were sufficient to such shares were paid permit payment in full.

Liquidation Preference. (a) Upon In the event of any liquidation, dissolution or winding up of the affairs of the Company, whether voluntary or otherwise, after payment or provision for payment of the debts and other liabilities of the Company, the holders of Series A-1 Increasing Rate Preferred Shares shall be entitled to receive, in cash, out of the remaining assets of the Company legally available therefor, the amount of One Thousand Dollars ($1,000.00) for each Series A-1 Increasing Rate Preferred Share, plus an amount equal to all distributions accrued and unpaid on each such share up to the date of such distribution of assets, before any distribution shall be made to the holders of Common Shares or any other shares of beneficial interest of the Company ranking (as to any such distribution of assets) junior to the Series A-1 Increasing Rate Preferred Shares. If upon any liquidation, dissolution or winding up of the Company, whether voluntary or involuntary, but before the assets distributable among the holders of Series A-1 Increasing Rate Preferred Shares and all other classes and series of preferred shares ranking (as to any such distribution or of assets) on a parity with the Series A-1 Increasing Rate Preferred Shares are insufficient to permit the payment shall be made in full to the holders of any Common Stockall such shares of all preferential amounts payable to all such holders, and in equal preference to then the holders entire assets of the Series A Preferred and the Series B Preferred, Company thus distributable shall be distributed ratably among the holders of Series C A-1 Increasing Rate Preferred Stock shall be entitled Shares and such other classes and series of preferred shares ranking (as 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 distribution 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 assets) on a parity with 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 A-1 Increasing Rate Preferred and Series C Preferred Stock shall share ratably in any distribution of the remaining assets of the Company Shares in proportion to the respective amounts which that would otherwise be payable in respect of the shares of per share if such Preferred Stock held by them upon such distribution if all amounts payable on or with respect assets were sufficient to such shares were paid permit payment in full.

Liquidation Preference. (a) Upon In the event of any liquidation, dissolution or winding up of the Companythis corporation, whether either voluntary or involuntary, but before any distribution or payment shall be made subject to the holders rights of any Common Stock, and in equal preference series of Preferred Stock that may from time to the holders of the Series A Preferred and the Series B Preferredtime come into existence, the holders of Series C A Preferred Stock and Series B Preferred Stock shall be entitled to be paid out receive, pro-rata and prior and in preference to any distribution of any of the remaining assets of this corporation to the Company legally available for distribution holders of Common Stock by reason of their ownership thereof, (i) with respect to the Series A Preferred Stock, an amount per share equal to the sum of (A) $6.675 for each outstanding share of Series C A Preferred Stock (the "Original Series A Issue Price") and (B) an amount equal to the sum of (iI) $16.00 per sharefive percent (5%) return on the Original Series A Issue Price, compounded annually from the Series A Purchase Date (as adjusted for any stock dividends, combinations or splits with respect to such shares (defined herein) through 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 date of liquidation, dissolution or winding up of this corporation and (II) declared but unpaid dividends on each share and (ii) with respect to the Company Series B Preferred Stock, an amount per share equal to the remaining sum of (A) $6.675 for each outstanding share of Series B Preferred Stock (the "Original Series B Issue Price") and (B) an amount equal to the sum of (I) five percent (5%) return on the Original Series B Issue Price, compounded annually from the Series B Purchase Date (as defined herein) through the date of liquidation, dissolution or winding up of this corporation and (II) declared but unpaid dividends on each share. If upon the occurrence of such event, the assets and funds thus distributed among the holders of the Company available for distribution to its stockholders Series A Preferred Stock and Series B Preferred Stock shall be insufficient to pay permit the payment to such holders of the full aforesaid preferential amounts, then, subject to the rights of series of Preferred Stock that may from time to time come into existence, the entire assets and funds of the corporation legally available for distribution shall be distributed ratably among the holders of shares of the Series A Preferred, Pre- ferred Stock and 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 amount of such Preferred Stock held stock owned by them upon each such distribution if all amounts payable on or with respect to such shares were paid in fullholder.

Liquidation Preference. (a) Upon In the event of any liquidation, dissolution or winding winding-up of the CompanyCorporation, whether voluntary or involuntary, but before after any payment or distribution of the assets of the Corporation (whether capital or payment surplus) shall be made to or set apart for the holders of any Common StockSenior Securities, and in equal preference 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 Series A Preferred and the Series B Preferred, the holders shares of Series C Preferred Stock and Series D Preferred Stock taken together shall be entitled to be paid out receive an amount in cash equal to the greater of (x) the aggregate Liquidation Preferences (as set forth herein and in the Series C Designation) of the remaining assets of the Company legally available for distribution with respect to each share shares of Series C Preferred Stock an and Series D Preferred Stock as of the date of liquidation, or (y) the aggregate amount equal to the sum of (i) $16.00 per share, as adjusted for any stock dividends, combinations or splits that would have been received with respect to the shares of Series C Preferred Stock and Series D Preferred Stock if 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 stock had been converted to Common Stock immediately prior to such liquidation, dissolution or winding winding-up. If, upon any liquidation, dissolution or winding-up of the Company Corporation, the remaining assets of the Company available for distribution to its stockholders Corporation, or proceeds thereof, shall be insufficient to pay in full the holders aforesaid amounts under clause (x) of the preceding sentence and liquidating payments on all Parity Securities, then such assets, or proceeds thereof, shall (i) be distributed among the shares of Series A Preferred, Series B Preferred and Series C Preferred Stock the full liquidation amount to which each is entitled under and 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 D Preferred Stock shall share taken together and all such other Parity Securities ratably in any distribution of the remaining assets of the Company in proportion to accordance with 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.amounts

Liquidation Preference. (a) Upon In the event of any liquidation, dissolution or winding up of the Company, whether either voluntary or involuntary, but before any distribution or payment shall be made subject to the holders rights of any Common Stock, and classes of Preferred Stock that may from time to time come into existence in equal preference to the holders of the Series A Preferred and the Series B Preferredcompliance with Section 7, the holders of Series C A Preferred Stock shall (unless such shares of Series A Preferred Stock are converted into shares of Common Stock pursuant to Section 5 hereof) be entitled to be paid out receive, prior and in preference to any distribution of any of the remaining assets of the Company legally available for distribution with respect to each share the holders of Series C Preferred Common Stock by reason of their ownership thereof, an amount per share equal to the sum of (i) $16.00 per share, 100.00 for each outstanding share of Series A Preferred Stock (the "Original Series A Issue Price") (as adjusted for any stock dividends, combinations or splits with respect to such shares (the "ORIGINAL SERIES C ISSUE PRICE"shares) plus and (ii) any declared an amount equal to accrued but unpaid dividends thereon on each such share to the date of dissolution, liquidation or winding up (such sumcollectively, the "SERIES C LIQUIDATION VALUELiquidation Preference"). If upon any the occurrence of such liquidationevent, dissolution or winding up the assets and funds thus distributed among the holders of the Company the remaining assets of the Company available for distribution to its stockholders Series A Preferred Stock shall be insufficient to pay permit the payment to such holders of the full aforesaid preferential amounts, then, subject to the rights of classes of Preferred Stock that may from time to time come into existence in compliance with Section 7, the entire assets and funds of the Company legally available for distribution shall be distributed ratably among 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 amount of such Preferred Stock held stock owned by them upon each such distribution if all amounts payable on or with respect to such shares were paid in fullholder.

Liquidation Preference. (a) Upon Subject to the rights of holders of any class of capital stock or series thereof expressly ranking senior to the Series A Preferred Stock, upon any voluntary or involuntary liquidation, dissolution or winding up of the Companyaffairs of the Corporation, whether voluntary or involuntary, but before any distribution or payment shall be made to the holders holder of any Common Stock, and in equal preference to the holders each share of the Series A Preferred and the Series B Preferred, the holders of Series C Preferred Stock then outstanding shall be entitled to be paid out of the remaining assets of the Company legally Corporation available for distribution with respect to its stockholders an amount equal to One Thousand ($1,000) Dollars for each share of Series C A 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 PRICESTATED VALUE") then held by such holder plus (ii) any declared but unpaid dividends thereon the Series A Dividend owed through such date (such sum, amount being herein called the "SERIES C LIQUIDATION VALUEPREFERENCE")) before any payment shall be made or any assets distributed to the holders of Common Stock or any other series of capital stock junior to the Series A Preferred Stock. If the assets of the Corporation are not sufficient to pay in full the payments payable to the holders of outstanding shares of Series A Preferred Stock and any Pari Passu Classes upon any such the liquidation, dissolution or winding up of the Company the remaining assets affairs of the Company available for distribution to its stockholders Corporation, then the holders of all such shares shall be insufficient to pay the share ratably with all other 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 Pari Passu Classes in any such distribution of the remaining assets of the Company in proportion to the respective amounts which would otherwise be payable in respect Liquidation Preference 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 fullrespective shares.

Liquidation Preference. (a) Upon In the event of any liquidation, dissolution or winding up of the Company, whether voluntary or involuntary, but before any payment or distribution or payment of the assets of the Company shall be made to or set apart for the holders of any Common StockJunior Shares, and in equal preference to the holders of the Series A Preferred and the Series B Preferred, the holders of Series C Preferred Stock shall be entitled to be paid out receive $25 per share (the “Liquidation Preference”) plus an amount per share equal to all dividends (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 remaining assets of the Company legally available for distribution with respect to each share of Series C Preferred Stock an amount equal shall not be entitled to the sum of (i) $16.00 per shareany further payment. If, 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 Company, the remaining assets of the Company available for distribution to its stockholders Company, or proceeds thereof, distributable among the holders of the Series C Preferred Stock shall be insufficient to pay in full the preferential amount aforesaid and liquidating payments on any other Parity Shares, then such assets, or the proceeds thereof, shall be distributed among the holders of shares of Series A Preferred, Series B Preferred and such Series C Preferred Stock and any such other Parity Shares ratably in accordance with 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 respective amounts that would be payable on such Series C Preferred Stock shall share ratably in and 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 other Parity Shares if all amounts payable on or with respect to such shares thereon were paid in full. For the purposes of this Section 4, none of (i) a consolidation or merger of the Company with one or more entities, (ii) a statutory stock exchange or (iii) a sale or transfer of all or substantially all of the Company’s assets shall be deemed to be a liquidation, dissolution or winding up, voluntary or involuntary, of the Company.

Liquidation Preference. (a) Upon Payment to Holders of Series C Preferred Units. In the event of any liquidation, dissolution or winding up of the Company, whether voluntary or involuntary, but and subject to the right to payment of holders of Preferred Units ranking senior to or on parity with the Series C Preferred Units, before any payment or distribution or payment of the assets of the Company shall be made to or set apart for the holders of any Common StockSeries C Junior Units, and in equal preference to the holders each holder of the Series A C Preferred and the Units shall be entitled to receive an amount equal to such holder's Capital Account in respect of its Series B PreferredC Preferred Units, but the holders of Series C Preferred Stock Units shall not be entitled to be paid out any further payment in respect of the remaining assets of the Company legally available for distribution with respect to each share of their Series C Preferred Stock an amount equal to the sum of (i) $16.00 per shareUnits. If, 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 Company, the remaining assets of the Company available for distribution Company, or proceeds thereof, distributable to its stockholders the holders of Series C Preferred Units shall be insufficient to pay in full the preferential amount aforesaid and liquidating payments on any other Series C Parity Units, then such assets, or the proceeds thereof, shall be distributed among the holders of shares of Series A Preferred, Series B Preferred and the Series C Preferred Stock the full liquidation amount to which each is entitled under the Series A Units and B Designations and this Certificate, as the case may be, then the holders of shares of any such other Series A Preferred, Series B Preferred and C Parity Units ratably in accordance with the respective amounts that would be payable on such Series C Preferred Stock shall share ratably in Units and 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 other Series C Parity Units if all amounts payable on or with respect to such shares thereon were paid in full. For the purposes of this Section 5, none of a consolidation or merger of the Company with or xxxx xxx xx xxxe entities, a merger of an entity with or into the Company, a statutory share exchange by the Company or a sale, lease or conveyance of all or substantially all of the Company's assets shall be deemed to be a liquidation, dissolution or winding up, voluntary or involuntary, of the Company.

Liquidation Preference. (a) Upon In the event of any liquidation, dissolution or winding up of the Companythis corporation, whether either voluntary or involuntary, but before subject to (i) the rights of any distribution series of Preferred Stock (other than the Series A and Series B Preferred Stock) which may from time to time come into existence and (ii) any loan covenant or payment shall be made to other provision for the benefit of the holders of any Common Stock, and in equal preference to the holders of the Series A Preferred and the Series B PreferredSenior Debt, the holders of Series C B Preferred Stock shall be entitled to be paid out receive, prior and in preference to any distribution of any of the remaining assets of this corporation to the Company legally available for distribution with respect to each share holders of Series C Preferred Stock Common Stock, an amount per share equal to the sum of the Series B Redemption Price (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"defined in Section 1.6 herein). If upon the occurrence of such event, the assets and funds to be distributed among the holders of the Series B Preferred Stock shall be insufficient to permit the payment to such holders of the full aforesaid preferential amounts, then, subject to the rights of any series of Preferred Stock which may from time to time come into existence (other than the Series A and Series C Preferred Stock), the entire assets and funds of this corporation legally available for distribution shall be distributed ratably among the holders of the Series B Preferred Stock in proportion to the amount of such stock owned by each such holder. Written notice of the liquidation, dissolution or winding up up, stating a payment date, the amount of the Company liquidation payment and place where the remaining assets amount distributable shall be payable, shall be given by mail, postage prepaid, not less than fifteen (15) days prior to the payment dated stated therein, to each holder of record 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 Stock, such notice to be addressed to each such holder at his or its post office address as shown by the full liquidation amount to which each is entitled under the Series A and B Designations and records of 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 fullcorporation.

Liquidation Preference. (ai) Upon In the event of any liquidation, dissolution or winding up of the Company, whether voluntary or involuntary, but before each holder of the Preferred Shares shall be entitled to receive, on a pro rata basis, prior and in preference to any distribution of any of the assets or payment shall be made funds of the Company to the holders of any Common Stock, and in equal preference other class of shares of the Company ranked junior to the holders Preferred Shares (including the Ordinary Shares) by reason of such holder’s ownership thereof, (A) in the case of the Series A Preferred Shares, the greater of (1) 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 Share and (2) such amount per Series A Preferred Share as would have been payable had all such Series A Preferred Shares been converted into Ordinary Shares immediately prior to such liquidation, dissolution or winding up (such amount payable, the “Series A Liquidation Preference”), and (B) in the case of the Series B PreferredPreferred Shares, the greater of (1) the sum of (x) the Series B Preferred Shares Purchase price (as adjusted for any share dividends, combinations, splits, recapitalizations, or the like on, of or affecting the Series B Preferred Shares), for each Series B Preferred Share then held by such holder and (y) any and all declared but unpaid dividends on each such Series B Preferred Share and (2) such amount per Series B Preferred Share as would have been payable had all such Series B Preferred Shares been converted into Ordinary Shares immediately prior to such liquidation, dissolution or winding up (such amount payable, the “Series B Liquidation Preference”). If, upon the occurrence of such event, the assets and funds thus distributed among the holders of Series C the Preferred Stock Shares shall be entitled insufficient to be paid out permit the payment to such holders of the remaining full Liquidation Preference, then the entire assets and funds 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 distributed pro rata among the holders of shares of Series A Preferred, Series B the 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 Shares in proportion to the respective amounts which relevant Liquidation Preference each such holder is otherwise entitled to receive. If any holder of Preferred Shares shall be deemed to have converted Preferred Shares into Ordinary Shares pursuant to this paragraph, then such holder shall not be entitled to receive any distribution that would otherwise be payable in respect made to holders of the shares of such Preferred Stock held by them upon such distribution if all amounts payable on Shares that have not converted (or with respect have not been deemed to such shares were paid in fullhave converted) into Ordinary Shares.

Liquidation Preference. (a) Upon any In the event of a liquidation, dissolution or winding up of the Company, whether voluntary or involuntaryinvoluntary (a "Liquidation"), the holders of the Series C Preferred Stock then outstanding shall be entitled to receive out of the available assets of the Company, whether such assets are stated capital or surplus of any nature, an amount in cash on such date equal to $1,000 per share of Series C Preferred Stock (the "Liquidation Preference") plus an amount in cash in respect of any accrued but before any distribution or unpaid Dividends as of such date. Such payment shall be made before any payment shall be made or any assets distributed to the holders of any class or series of the Common Stock or any other class or series of the Company's capital stock ranking junior as to liquidation rights to the Series C Preferred Stock, and in equal preference . If upon any Liquidation the assets available for payment of the Liquidation Preference are insufficient to permit the payment to the holders of the Series A C Preferred and Stock of the Series B Preferredfull preferential amounts described in this Section 4, then all the available assets shall be distributed among the holders of the then outstanding shares of Series C Preferred Stock shall be entitled and the then outstanding shares of capital stock ranking on a parity with the Series C Preferred Stock as to be paid out distributions upon Liquidation, pro rata according to the number of the remaining assets of the Company legally available for distribution with respect to each share then outstanding shares of Series C Preferred Stock an amount equal to and then outstanding shares of parity stock held by each holder thereof. A merger or consolidation of the sum Company, or a sale of (i) $16.00 per shareall or substantially all of its assets, as adjusted shall not constitute a Liquidation for any stock dividendspurposes of this Section 4, combinations unless in connection with such merger or splits with respect to such shares (consolidation or sale of all or substantially all of the "ORIGINAL SERIES C ISSUE PRICE") plus (ii) any declared but unpaid dividends thereon (such sumCompany's assets, the "SERIES C LIQUIDATION VALUE"). If upon any such liquidation, dissolution or winding up stockholders of the Company the remaining assets of the Company available for distribution to its stockholders shall specifically determine that such transaction 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 fulldeemed a Liquidation.

Liquidation Preference. (a) Upon In the event of any liquidation, dissolution dissolution, or winding up of the CompanyCorporation, whether voluntary or involuntaryinvoluntary (a “Liquidation Event”), but before the holders of the Series C Preferred Stock, shall be entitled to receive, prior and in preference to any distribution of any of the assets, capital or payment shall be made surplus funds of the Corporation to the holders of the Company's Common Stock or any Common Stockother holder of a class or series of Company capital stock or other securities of the Company, an amount per share equal to 100% (in the event of a Deemed Liquidation (as hereinafter defined), the percentage shall be 130%) of $2,500.00 per share of Series C Preferred Stock and all accrued and unpaid dividends thereon (as adjusted for any stock dividends, combinations, splits or the like with respect to such share) (the “Series C Liquidation Preference”). If upon the occurrence of a Liquidation Event, (i) the assets, capital and funds thus distributed among the holders of the Series C Preferred Stock 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 Corporation legally available for distribution shall be distributed ratably among the holders of the Series C Preferred Stock in equal preference proportion to the aggregate Series C Liquidation Preference each such holder is otherwise entitled to receive or (ii) after payment to the holders of the Series A C Preferred and Stock their full Series C Liquidation Preference there shall remain assets, capital or funds of the Series B PreferredCorporation legally available for distribution to the holders of the Corporation’s Common Stock, then unless the assets of the Corporation are not being liquidated in connection with such Liquidation Event, the holders of the Series C Preferred Stock shall be entitled to be paid out receive a distribution of such remaining assets, capital or funds ratably with the holders of the remaining assets of the Company legally available for distribution with respect to each share of Common Stock as if such 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 fullhad been converted into Common Stock.

Liquidation Preference. (a) Upon In the event of any liquidation, dissolution or winding up of the affairs of the Company, whether voluntary or involuntary, after payment or provision for payment of the debts and other liabilities of the Company, the holders of shares of Series A Preferred Stock shall be entitled to receive, out of the assets of the Company available for distribution to stockholders, an amount in cash equal to $50,000 for each share outstanding (the "Liquidation Preference"), plus an amount equal to all accrued and unpaid dividends thereon to (but not including) the date fixed for liquidation, dissolution or winding up, and no more, before any distribution or payment shall be made to the holders of the Common Stock or any Common Stockother class of stock or series thereof ranking junior to the Series A Preferred Stock with respect to the distribution of assets. If upon such voluntary or involuntary dissolution, and liquidation or winding up of the affairs of the Company the net assets of the Company shall be insufficient to permit payment in equal preference full of the amounts required to be paid to the holders of the Series A Preferred Stock and to the holders of any class of stock or series thereof ranking on a parity with the Series B PreferredA Preferred Stock in respect of the distribution of assets, then a pro rata portion of the full amount required to be paid upon such dissolution, liquidation or winding up shall be paid to (a) the holders of Series C A Preferred Stock and (b) the holders of any class of stock or series thereof ranking on a parity with the Series A Preferred Stock in respect of the distribution of assets. Such pro rata portion shall be entitled to be paid out of calculated upon the remaining assets of ratio that the Company legally available for distribution with respect to each share of Series C Preferred Stock an total 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 such holders bears to the total distribution required to 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 made on 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 and such Preferred Stock held by them upon such distribution if all amounts payable on or with respect to such shares were paid in fullparity stock.

Liquidation Preference. (a) Upon In the event of any liquidation, dissolution or winding up the holders of ---------------------- the Series B Shares then outstanding shall be entitled to receive out of the assets of the Company, whether voluntary or involuntary, but before prior and in preference to any distribution of any of the assets or payment shall be made 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 B 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 Common class of shares of the Company ranking senior to the Series B Shares in such respect, an amount equal to $1.00 per share plus any accrued and unpaid dividends thereon for each Series B Share (the "preferred amount"). Following any distribution of assets or surplus funds of the Company to the holders of any outstanding series of Junior Liquidation Stock, and in equal preference the remainder of any such assets or, surplus funds shall be distributed to the holders of the Series A Preferred Common Stock until each holder shall have received an amount per share equal to the preferred amount. Thereafter, any remaining assets or funds shall be distributed pro rata to the holders of the Common Stock and the holders of the Series B PreferredPreferred Stock, the holders of counting 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 B Shares on 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")as-if-converted basis. If upon the occurrence of any such liquidationLiquidation, dissolution or winding up of the Company the remaining assets and funds of the Company available for the distribution to its stockholders shareholders shall be insufficient to pay the holders of shares of Series A Preferred, the Series B Preferred and Series C Preferred Stock Shares the full liquidation preferred amount to which each is entitled under the Series A and B Designations and this Certificatethey shall be entitled, as the case may be, then the holders of shares of Series A Preferred, the Series B Preferred and Series C Preferred Stock Shares shall share ratably in any distribution of the remaining such assets of the Company and surplus funds in proportion to the respective amounts which would otherwise be payable in respect of the shares of such Preferred Stock Series B Shares held by them upon such distribution if all amounts payable on or with respect to such shares were paid in fullthem.

Liquidation Preference. (a) Upon In the event of any liquidation, dissolution or winding up of the Companythis corporation, whether either voluntary or involuntary, but before any distribution or payment shall be made subject to the holders rights of any Common Stock, the Senior Preferred Stock and the rights of series of Preferred Stock that may from time to time come into existence in equal preference accordance with and subject to the holders of the Series A Preferred and the Series B Preferredterms hereof, including, without limitation, Section 8(b) hereof, the holders of Series C A Preferred Stock shall be entitled to be paid out of the remaining assets of the Company legally available for receive after any distribution with respect to each share of Series C Senior Preferred Stock and, prior and in preference to any distribution of any of the assets of this corporation to the holders of any Junior Securities by reason of their ownership thereof, an amount per share (the "Liquidation Preference") equal to the sum of (i) [$16.00 per share, as adjusted 8.4746]/1/ for each outstanding share of Series A Preferred Stock (the "Original Series A Issue Price") and (ii) accrued but unpaid dividends on such share (subject to adjustment of such fixed dollar amounts for any stock splits, stock dividends, combinations combinations, recapitalizations 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"like). If upon any the occurrence of such liquidationevent, dissolution or winding up the assets and funds thus distributed among the holders of the Company the remaining assets of the Company available for distribution to its stockholders Series A Preferred Stock and Series B Preferred Stock shall be insufficient to pay permit the payment to such holders of the full preferential amounts to which the holders of shares of the Series A Preferred, Preferred Stock and Series B Preferred Stock are entitled, then, the entire assets and Series C Preferred Stock funds of this corporation legally available for distribution shall be distributed ratably among the full liquidation amount to which each is entitled under holders of the Series A Preferred Stock 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 amount payable in respect of to such holders. If the shares of such Corporation issues the Series B Preferred Stock held by them upon such distribution if all amounts payable on or in accordance with the Merger Agreement, the Series A Preferred Stock and the Series B Preferred Stock shall rank pari passu with respect to such shares were paid in fulldistributions on liquidation.

Liquidation Preference. (a) Upon In the event of any liquidation, dissolution dissolution, Deemed Liquidation (as hereinafter defined) or winding up of the CompanyCorporation, whether voluntary or involuntaryinvoluntary (a “Liquidation Event”), but before any distribution or payment shall be made to the holders of any Common the Series B Preferred Stock, shall be entitled to receive, prior and in equal preference to any distribution of any of the assets, capital or surplus funds of the Corporation to the holders of the Series A Preferred and the Series B PreferredCompany's Common Stock, the holders of Series C an amount per share equal to $2.27741 per share 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 combinations, splits or splits the like with respect to such shares share) (the "ORIGINAL SERIES C ISSUE PRICE"“Series B Liquidation Preference”) plus If upon the occurrence of a Liquidation Event, (i) the assets, capital and funds thus distributed among the holders of the Series B Preferred Stock 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 Corporation legally available for distribution shall be distributed ratably among the holders of the Series B Preferred Stock in proportion to the aggregate Series B Liquidation Preference each such holder is otherwise entitled to receive or (ii) any declared but unpaid dividends thereon (such sum, after payment to the "SERIES C LIQUIDATION VALUE"). If upon any such liquidation, dissolution or winding up holders of the Company the remaining assets Series B Preferred Stock their full Series B Liquidation Preference there shall remain assets, capital or funds of the Company Corporation legally available for distribution to its stockholders shall be insufficient to pay the holders of shares the Corporation’s Common Stock, then unless the assets of Series A Preferredthe Corporation are not being liquidated in connection with such Liquidation Event, the holders of the Series B Preferred and Series C Preferred Stock the full liquidation amount shall be entitled to which each is entitled under the Series A and B Designations and this Certificatereceive a distribution of such remaining assets, as the case may be, then capital or funds ratably with the holders of shares of Series A Preferred, the Common Stock as if such 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 fullhad been converted into Common Stock.

Liquidation Preference. (a) Upon any In the event of a liquidation, dissolution or winding up of the Company, whether voluntary or involuntaryinvoluntary (a "Liquidation"), the holders of the Series B Preferred Stock then outstanding shall be entitled to receive out of the available assets of the Company, whether such assets are stated capital or surplus of any nature, an amount in cash on such date equal to $1,000 per share of Series B Preferred Stock (the "Liquidation Preference") plus an amount in cash in respect of any accrued but before any distribution or unpaid Dividends as of such date. Such payment shall be made before any payment shall be made or any assets distributed to the holders of any class or series of the Common Stock or any other class or series of the Company's capital stock ranking junior as to liquidation rights to the Series B Preferred Stock, and in equal preference . If upon any Liquidation the assets available for payment of the Liquidation Preference are insufficient to permit the payment to the holders of the Series A B Preferred Stock of the full preferential amounts described in this Section 4, then all the available assets shall be distributed among the holders of the then outstanding shares of Series B Preferred Stock and the then outstanding shares of capital stock ranking on a parity with the Series B PreferredPreferred Stock as to distributions upon Liquidation, pro rata according to the number of then outstanding shares of Series B Preferred Stock and then outstanding shares of parity stock held by each holder thereof. A merger or consolidation of the Company, or a sale of all or substantially all of its assets, shall not constitute a Liquidation for purposes of this Section 4, unless in connection with such merger or consolidation or sale of all or substantially all of the Company's assets, the holders of Series C Preferred Stock shall be entitled to be paid out of the remaining assets stockholders 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 specifically determine that 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 transaction 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 fulldeemed a Liquidation.

Liquidation Preference. (a) Upon In the event of any liquidationvoluntary or involuntary dissolution, dissolution liquidation or winding up of the CompanyCorporation, whether voluntary the holders of shares of Series K Preferred Stock outstanding shall be entitled to receive, or involuntaryto have deposited in trust for them as provided in Section 2 hereof, but out of assets of the Corporation, before any distribution or payment of any asset shall be made to the holders of Common Stock or other shares junior to the Series K Preferred Stock as to distribution of assets, an amount which shall be equal to $21.95 per share plus an amount equal to declared but unpaid dividends thereon. After the holders of Series K Preferred Stock shall have received the foregoing amounts per share plus an amount equal to declared but unpaid dividends as aforesaid, they shall not participate in any Common Stock, remaining assets and in equal preference to surplus funds of the Corporation. If the amounts which each of the holders of the Series A Preferred and shares of the Series B Preferred, the holders of Series C K Preferred Stock shall be entitled to be paid out and any other series of preferred stock of the remaining Corporation ranking equally as to distribution of assets of with 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 PreferredK Preferred Stock, Series B Preferred and Series C Preferred Stock are entitled to receive in such event are not paid, or deposited in trust, in full, 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 K Preferred Stock and of such other series shall share ratably in any distribution of assets in accordance with 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 on such distribution if all amounts payable on to which the holders of the Series K Preferred Stock and of each such series are entitled were paid, or with respect to such shares were paid deposited in trust, in full. Neither the merger of the Corporation with or into any other corporation nor the sale of all or substantially all of its assets shall be deemed a dissolution, liquidation or winding up of the Corporation within the meaning of this Section.

Liquidation Preference. (a) Upon any liquidation, dissolution or winding up of the Company, whether voluntary or involuntary, but before any distribution or payment shall be made to the holders of any Common Stock, and in equal preference to the holders of the Series A Preferred and the Series B Preferred, the holders of Series C D 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 D Preferred Stock an amount equal to the sum of (i) $16.00 10.00 per share, as adjusted for any stock dividends, combinations or splits with respect to such shares (the "ORIGINAL SERIES C ISSUE PRICE"“Original Series D Issue Price”) plus (ii) any declared but unpaid dividends thereon (such sum, the "SERIES C LIQUIDATION VALUE"“Series D 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 D Preferred Stock the full liquidation amount to which each is they are 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 D 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.. Mid:010056\000010\578047.9 Exhibit "A" Exhibit "A"

Liquidation Preference. 8.1.1. In the event of: (ai) Upon any liquidation, dissolution or winding up liquidation of the Company; or (ii) the appointment of a receiver or liquidator with respect to all or substantially all of the Company's assets: (A) the holders of the Preferred B Shares at such event, shall be entitled to receive, prior to and in preference to any payments to any of the holders of any other classes of shares of the Company, whether voluntary or involuntaryin full, but before any distribution or payment shall be made to the holders U.S. Dollar amount paid for such Preferred B Shares plus interest on such amount of any Common Stock, and in equal preference to 10% per year (the "Preferred B Preference Amount"). If the assets thus distributed among the holders of the Series A Preferred and B Shares shall be insufficient to permit the Series payment to such holders of the full Preferred B PreferredPreference Amount, then the entire assets available for distribution shall be distributed pro-rata among the holders of Series C the Preferred Stock shall be B Shares in proportion to the Preferred B Preference Amount each such holder would otherwise have been entitled to be paid out receive; and (B) after payment to holders of Preferred B Shares of the Preferred B Preference Amount, prior to and in preference to any distribution of the entire remaining assets and funds of the Company legally available for distribution with respect to each share of Series C Preferred Stock an amount equal distribution, if any, to the sum holders of all other classes of shares, Isratech shall be entitled to receive in full, the US Dollar amount paid by Isratech for each of the Ordinary A Shares, held by Isratech at that time (i) $16.00 the aggregate amount shall be not more than USD 1,000,000), plus interest on such amount of 4% per share, as adjusted for any stock dividends, combinations or splits with respect to such shares year (the "ORIGINAL SERIES C ISSUE PRICEIsratech Preference Amount") plus (iiwhich collectively together with the Preferred B Preference Amount shall be hereinafter referred to as the "Preference Amount"); and (C) any declared but unpaid dividends thereon (such sumafter payment to the holders of the Preferred B Shares and Israetech of the respective Preference Amounts, the "SERIES C LIQUIDATION VALUE"). If upon any such liquidation, dissolution or winding up entire remaining assets and funds of the Company the remaining assets of the Company legally available for distribution to its stockholders distribution, if any, shall be insufficient distributed ratably to pay the holders of shares of Series all Ordinary Shares, Ordinary A PreferredShares and Preferred B Shares (treating the Preferred B Shares on an as converted basis), Series B Preferred and Series C Preferred Stock the full liquidation amount to which in 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 nominal value of the shares of such Preferred Stock then held by them upon such distribution if all amounts payable on or with respect to such shares were paid in fullthem.

Liquidation Preference. (a) Upon In the event of any liquidation, dissolution or winding up of the CompanyOfferor, whether voluntary or involuntary, the holder of each outstanding share of the Preferred Stock shall be entitled to receive, out of the assets of the Offeror legally available for distribution to its shareholders upon such liquidation ("Proceeds"), whether such assets are capital or surplus of any nature, for each share of Preferred Stock an amount equal to Original Issue Price (as adjusted for any combinations, consolidations, stock distributions or stock dividends with respect to such shares), plus any accrued but unpaid distributions of the annual net profits of Subsidiary as provided in Section 3 above, before any distribution or payment shall may be made to the holders of any Common Stock. If, and in equal preference upon the occurrence of such event, the Proceeds thus distributed among the holders of the Preferred Stock shall be insufficient to permit the payment to such holders of the full aforesaid preferential amounts, then the entire Proceeds legally available for distribution to the holders of the Series A Preferred and the Series B Preferred, the holders of Series C Preferred Stock shall be distributed ratably among the holders of the Preferred Stock in proportion to the full preferential amount that each such holder is otherwise entitled to be paid out receive under this Section. Upon the completion of the remaining assets distribution required by the foregoing and all other preferred distributions to other series 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 sumOfferor's preferred stock, the "SERIES C LIQUIDATION VALUE"). If upon any such liquidation, dissolution or winding up of the Company the remaining assets of the Company Proceeds available for distribution to its stockholders shareholders shall be insufficient to pay distributed ratably among 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 all series 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 fullOfferor's preferred stock and Common Stock.

Liquidation Preference. (a) Upon In the event of any liquidation, dissolution dissolution, Deemed Liquidation (as hereinafter defined) or winding up of the CompanyCorporation, whether voluntary or involuntaryinvoluntary (a “Liquidation Event”), but before any distribution or payment shall be made to the holders of any Common the Series B Preferred Stock, shall be entitled to receive, prior and in equal preference to any distribution of any of the assets, capital or surplus funds of the Corporation to the holders of the Series A Preferred and the Series B PreferredCompany's Common Stock, the holders of Series C Preferred Stock shall be entitled an amount per share equal to be paid out of the remaining assets of the Company legally available for distribution with respect to each $_________ per share of Series C B Preferred Stock an amount equal to the sum of (i) $16.00 per share, as adjusted for any stock dividends, combinations combinations, splits or splits the like with respect to such shares share) (the "ORIGINAL SERIES C ISSUE PRICE") plus (ii) any declared but unpaid dividends thereon (such sum, the "SERIES C LIQUIDATION VALUE"“Series B Liquidation Preference”). If upon any such liquidationthe occurrence of a Liquidation Event, dissolution or winding up (i) the assets, capital and funds thus distributed among the holders of the Company Series B Preferred Stock shall be insufficient to permit the remaining assets payment to such holders of the Company full Series B Liquidation Preference, then the entire assets and funds of the Corporation legally available for distribution shall be distributed ratably among the holders of the Series B Preferred Stock in proportion to the aggregate Series B Liquidation Preference each such holder is otherwise entitled to receive or (ii) after payment to the holders of the Series B Preferred Stock their full Series B Liquidation Preference there shall remain assets, capital or funds of the Corporation legally available for distribution to its stockholders shall be insufficient to pay the holders of shares the Corporation’s Common Stock, then unless the assets of Series A Preferredthe Corporation are not being liquidated in connection with such Liquidation Event, the holders of the Series B Preferred and Series C Preferred Stock the full liquidation amount shall be entitled to which each is entitled under the Series A and B Designations and this Certificatereceive a distribution of such remaining assets, as the case may be, then capital or funds ratably with the holders of shares of Series A Preferred, the Common Stock as if such 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 fullhad been converted into Common Stock.

Liquidation Preference. (a) Upon Subject to the rights of additional series of Preferred Stock which may be designated by the Board from time to time subject to Section 6 hereof, in the event of any liquidation, dissolution or winding up of the Companycorporation, whether voluntary either voluntarily or involuntaryinvoluntarily, but before any distribution or payment shall be made to the holders of any Common Stock, and in equal preference to the holders of the Series A Preferred and the Preferred, Series B Preferred, the holders of Series C Preferred, Series D Preferred, Series E Preferred Stock and Series F Preferred shall be entitled to be paid out receive, prior and in preference to any distribution of any of the remaining assets of the Company legally available corporation to the holders of the Junior Shares by reason of their ownership thereof, an amount per share equal to $0.3125 (the "Original Series A Issue Price") plus any declared but unpaid dividends for distribution with respect to each share of Series A Preferred then held by them, $1.875 (the "Original Series B Issue Price") plus any declared but unpaid dividends for each share of Series B Preferred then held by them, $6.25 (the "Original Series C Issue Price") plus any declared but unpaid dividends for each share of Series C Preferred Stock an amount equal to the sum of (i) then held by them, $16.00 per share, as adjusted for any stock dividends, combinations or splits with respect to such shares 3.775 (the "ORIGINAL SERIES C ISSUE PRICEOriginal Series D Issue Price") plus (ii) any declared but unpaid dividends thereon for each share of Series D Preferred then held by them, $3.775 (such sumthe "Original Series E Issue Price") plus any declared but unpaid dividends for each share of Series E Preferred then held by them, and $6.125 (the "Original Series F Issue Price") plus any declared but unpaid dividends for each share of Series F Preferred then held by them. After payment to the holders of the Preferred of the amounts set forth in this Section 3, the "SERIES C LIQUIDATION VALUE"). If upon any such liquidation, dissolution or winding up entire remaining assets and funds of the Company corporation legally available for distribution, if any, shall be distributed among the remaining assets holders of the Company available for distribution Junior Shares in proportion to its stockholders the shares of Common Stock then held by them and the shares of Common Stock which they then have the right to acquire upon conversion of any other Junior Shares then held by them. If, upon the occurrence of such event, the assets thus distributed among the holders of the Preferred shall be insufficient to pay permit the payment to such holders of the full aforesaid preferential amount, then the entire assets and funds of the corporation legally available for distribution shall be distributed among the holders of the Preferred in proportion to the Original Series A Issue Price, the Original Series B Issue Price, the Original Series C Issue Price, the Original Series D Issue Price, the Original Series E Issue Price and the Original Series F Issue Price of, plus any declared but unpaid dividends on, the 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 C Preferred, Series D Preferred, Series E Preferred and or Series C F 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 then held by them upon such distribution if all amounts payable on or with respect to such shares were paid in fullthem.

Liquidation Preference. (a) Upon In the event of any liquidation, dissolution or winding winding-up of the CompanyCorporation, whether voluntary or involuntary, but before any payment or distribution of the Corporation’s assets (whether capital or payment surplus) shall be made to or set apart for the holders of any Common Junior Stock, holders of the Series A Cumulative Convertible Preferred Shares shall be entitled to receive $1,000.00 per share of the Series A Cumulative Convertible Preferred Shares plus an amount equal to all dividends (whether or not earned or declared) accumulated and in equal preference unpaid thereon to the date of final distribution to such holders (such amounts which are entitled to be received herein referred to as the “Liquidation Preference”); but such holders shall not be entitled to any further payment. If, upon any liquidation, dissolution or winding-up of the Corporation, the Corporation’s assets, or proceeds thereof, distributable among the holders of the Series A Cumulative Convertible Preferred Shares are insufficient to pay in full the preferential amount aforesaid and liquidating payments on any Parity Stock, then such assets, or the Series B Preferredproceeds thereof, shall be distributed among 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 Cumulative Convertible Preferred Shares 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 any other Parity Stock shall share ratably in any distribution of the remaining assets of the Company in proportion to accordance with the respective amounts which that would otherwise be payable in respect on such shares of the shares of Series A Cumulative Convertible Preferred Shares and any such Preferred other Parity Stock held by them upon such distribution if all amounts payable on or with respect to such shares thereon were paid in full.

Liquidation Preference. (a) Upon any liquidationIn the event of a dissolution, dissolution liquidation or winding up of the Company, Corporation (whether voluntary or involuntary), but before any distribution or payment shall be made to the holders of Common Stock or any Common other class or series of the Corporation's then outstanding capital stock ranking in any such event junior to the Series B Preferred Stock, the holders of the Series B Preferred Stock then outstanding shall be entitled to receive, pari passu with the holders of the Series A Preferred Stock, and in the Corporation shall pay, the following amounts out of assets of the Corporation legally available for distribution to the stockholders, whether such assets are capital, surplus or earnings: The holders of the Series B Preferred Stock shall receive an amount per Share equal preference to the Liquidation value (plus all accrued and unpaid dividends thereon, it being understood that such amount shall be calculated by including dividends accruing to the actual date of such dissolution, liquidation or winding up, as the case may be, rather than the most recent Dividend Reference Date); provided however, that if the assets to be distributed to the holders of the Series A Preferred Stock and the Series B Preferred, the holders of Series C Preferred Stock shall be entitled insufficient to be paid out permit the payment to such holders of the remaining full Liquidation Value (plus all such accrued and unpaid dividends thereon), then all of the assets of the Company legally available for distribution with respect Corporation to each share of Series C Preferred Stock an amount equal be distributed 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 the Series A Preferred, Preferred Stock and the Series B Preferred and Series C Preferred Stock shall be distributed ratably to the full liquidation amount to which each is entitled under holders of the Series A Preferred Stock 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 fullStock.

Liquidation Preference. (a) Upon any liquidation, dissolution or and winding up of the Company, Corporation (whether voluntary or involuntary) (a “Liquidation Event”), but before any distribution or payment the Corporation shall be made to the holders of any Common Stock, and in equal preference pay to the holders of the Series A Preferred and the Series B Preferred, the holders of Series C H Preferred Stock shall be entitled to be paid out of (unless otherwise provided for in the remaining assets of resolution or resolutions creating such stock) 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 aggregate Liquidation Value attributable to such shares (the "ORIGINAL SERIES C ISSUE PRICE"each, a “Share”) plus (ii) any declared but unpaid dividends thereon (such sum, the "SERIES C LIQUIDATION VALUE")thereon. If upon any such liquidationLiquidation Event, dissolution or winding up of the Company the remaining Corporation’s assets of the Company available for distribution to its stockholders shall be insufficient to pay distributed among the holders of shares of Series A Preferredthe Junior Securities, Series B Preferred and Stock, Series C Preferred Stock, Series D Preferred Stock, Series F Preferred Stock, Series G Preferred Stock and Series H Preferred Stock are insufficient to permit payment to such holders of the full liquidation aggregate amount which they are entitled to which each is entitled be paid under this Section 3 or Article IV, Section 3 of the Series A Corporation’s Amended and B Designations and this CertificateRestated Certificate of Incorporation, as amended from time to time (the case may be“Charter”), as applicable, then the holders entire assets available to be distributed to the Corporation’s stockholders shall be distributed in accordance with the priorities set forth in Article IV, Section 3 of shares the Charter with the Series H Preferred Stock ranking parri passu with the Series D, F and G Preferred Stock and prior to the Series B and C Preferred Stock. Not less than sixty (60) days prior to the payment date stated therein, the Corporation shall mail written notice of any such Liquidation Event to each record holder of Series A PreferredH Preferred Stock, Series B Preferred and Series C Preferred Stock shall share ratably setting forth in any distribution reasonable detail the amount of the remaining assets of the Company in proportion proceeds 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 paid with respect to each Share and each share of Common Stock in connection with such shares were paid in fullLiquidation Event. A Change of Control shall not be deemed a Liquidation Event for purposes of this Section 3.

Liquidation Preference. (a) Upon any In the event of a liquidation, dissolution or winding up of the Company, whether voluntary or involuntaryinvoluntary (a "Liquidation"), the holders of the Series D Preferred Stock then outstanding shall be entitled to receive out of the available assets of the Company, whether such assets are stated capital or surplus of any nature, an amount in cash on such date equal to $1,000 per share of Series D Preferred Stock (the "Liquidation Preference") plus an amount in cash in respect of any accrued but before any distribution or unpaid Dividends as of such date. Such payment shall be made before any payment shall be made or any assets distributed to the holders of any class or series of the Common Stock or any other class or series of the Company's capital stock ranking junior as to liquidation rights to the Series D Preferred Stock, and in equal preference . If upon any Liquidation the assets available for payment of the Liquidation Preference are insufficient to permit the payment to the holders of the Series A D Preferred and Stock of the Series B Preferredfull preferential amounts described in this Section 4, then all the available assets shall be distributed among the holders of the then outstanding shares of Series C D Preferred Stock shall be entitled and the then outstanding shares of capital stock ranking on a parity with the Series D Preferred Stock as to be paid out distributions upon Liquidation, pro rata according to the number of then outstanding shares of Series D Preferred Stock and then outstanding shares of parity stock held by each holder thereof. A merger or consolidation of the remaining assets Company, or a sale of all or substantially all of its assets, shall not constitute a Liquidation for purposes of this Section 4, unless in connection with such merger or consolidation or sale of all or substantially all of the Company's assets, the stockholders 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 specifically determine that 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 transaction 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 fulldeemed a Liquidation.

Liquidation Preference. (a) Upon any In the event of liquidation, dissolution or winding up of the CompanyCorporation (each a "LIQUIDATION EVENT"), whether voluntary or involuntarythe holders (the "SERIES B HOLDERS") of the Series B Preferred Stock and the Holders of the Series D $1.00 Convertible Preferred Stock (the "Series D Preferred Stock") shall have the same liquidation preference, but pari passu, therefore each shall be entitled to receive, before any distribution or payment of assets shall be made to the holders of any Series C $100 Redeemable 9% Convertible Preferred Stock (the "SERIES C PREFERRED STOCK") or Common Stock, and in equal but after the liquidation preference to the holders of the Series A $5.00 convertible preferred stock (the "SERIES A PREFERRED STOCK"), an amount equal to the Stated Value per share of Series B Preferred Stock and/or Series D Preferred Stock held by such Holder (the "LIQUIDATION PAY OUT"). After payment of the Liquidation Pay Out to each Holder and the payment of the respective liquidation preferences of the other classes of preferred stock of the Corporation, pursuant to the Corporation's Articles of Incorporation, as amended, each holder of Series B Preferred, the holders of Preferred Stock and Series C D Preferred Stock shall be entitled to be paid out share with the holders of the Series C Preferred Stock and the holders of the Common Stock, pari passu, on a per share basis, 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 Corporation 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 fullCorporation's stockholders.

Liquidation Preference. (a) Upon In the event of any liquidationvoluntary or involuntary dissolution, dissolution liquidation or winding up the Corporation, the holders of shares of Series J Preferred Stock outstanding shall be entitled to receive, or to have deposited in trust for them as provided in Section 2 hereof, out of assets of the CompanyCorporation, whether voluntary or involuntary, but before any distribution or payment of any asset shall be made to the holders of Common Stock or other shares junior to the Series J Preferred Stock as to distribution of assets, an amount which shall be equal to $13.375 per share plus an amount equal to declared but unpaid dividends thereon. After the holders of Series J Preferred Stock shall have received the foregoing amounts per share plus an equal to declared but unpaid dividends as aforesaid, they shall not participate in any Common Stock, remaining assets and in equal preference to surplus funds of the Corporation. If the amounts which each of the holders of the Series A Preferred and shares of the Series B PreferredJ Preferred Stock, the holders and any other series of Series C Preferred Stock shall be entitled to be paid out preferred stock of the remaining Corporation ranking equally as to Distribution of assets of with 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 PreferredJ Preferred Stock, Series B Preferred and Series C Preferred Stock are entitled to receive in such events are not paid, or deposited in trust, in full, 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 J Preferred Stock and of such other series shall share ratably in any distribution of assets in accordance with 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 on such distribution if all amounts payable on to which the holders of the Series J Preferred Stock and of each such series are entitled were paid, or with respect to such shares were paid deposited in trust, in full. Neither the merger of the Corporation with or into any other corporation nor the sale of all or substantially all of its assets shall be deemed a dissolution, liquidation or winding up of the corporation within the meaning of this Section.

Liquidation Preference. (a) Upon a. In the event of any liquidationliquidation event, dissolution or winding up of the Company, whether either voluntary or involuntary, but before any distribution or payment shall be made to the holders of any Common Stock, and in equal preference to the holders of the Series A Preferred and the Series B Preferred, the holders of Series C Preferred Stock shall be entitled to be paid out receive pro rata, prior and in preference to any distribution of any of the remaining assets or surplus funds of the Company legally available for distribution Corporation to the holders of the Common by reason of their ownership thereof, with respect to each share of the Series C Preferred Stock an amount equal to Preferred, the sum of (i) $16.00 5.00 per share, as adjusted share for any stock dividends, combinations or splits with respect to such shares (the "ORIGINAL SERIES each share of Series C ISSUE PRICE") plus Preferred then held by them and (ii) any an amount equal to all declared but unpaid dividends thereon (such sumon the Series C Preferred then held by them, with respect to the Series B Preferred, the "SERIES C LIQUIDATION VALUE")sum of (i) $4.00 per share for each share of Series B Preferred then held by them and (ii) an amount equal to all declared but unpaid dividends on the Series B Preferred then held by them, and, with respect to the Series A Preferred, the sum of (i) $1.325 per share for each share of Series A Preferred then held by them and (ii) an amount equal to all declared but unpaid dividends on the Series A Preferred then held by them. If If, upon any the occurrence of such liquidationevent, dissolution or winding up the assets and funds thus distributed among the holders of the Company the remaining assets of the Company available for distribution to its stockholders Preferred Stock shall be insufficient to pay permit the payment to such holders of the full aforesaid preferential amounts, then the entire assets and funds of the Corporation legally available for distribution shall be distributed ratably among the holders of shares of Series A Preferred, Series B Preferred and Series C the 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 preferential amount each such holder would otherwise be payable in respect of have been entitled to receive pursuant to this Section 3 if such distribution had been sufficient to permit the shares full payment of such Preferred Stock held by them upon such distribution if all amounts payable on or with respect to such shares were paid in fullpreferential amount.

Liquidation Preference. (a) Upon any liquidation, dissolution or winding up of the Company, whether voluntary or involuntary, but before any distribution or payment shall be made to the holders of any Common Stock, and in equal preference to the holders of the Series A Preferred and the Series B Preferred, the holders of Series C D 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 D Preferred Stock an amount equal to the sum of (i) $16.00 10.00 per share, as adjusted for any stock dividends, combinations or splits with respect to such shares (the "ORIGINAL SERIES C ISSUE PRICEOriginal Series D Issue Price") plus (ii) any declared but unpaid dividends thereon (such sum, the "SERIES C LIQUIDATION VALUESeries D 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 D Preferred Stock the full liquidation amount to which each is they are 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 D 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.

Liquidation Preference. (a) Upon In the event of any liquidation, dissolution or winding up of the Companythis corporation, whether either voluntary or involuntary, but before any distribution or payment shall be made subject to the holders rights of any Common Stock, and in equal preference series of Preferred Stock which may from time to the holders of the Series A Preferred and the Series B Preferredtime come into existence, the holders of Series A Preferred Stock, Series B Preferred Stock and Series C Preferred Stock shall be entitled to be paid out receive, prior and in preference to any distribution of any of the remaining assets of this corporation to the Company legally available for distribution with respect to each share holders of Series C Preferred Common Stock by reason of their ownership thereof, an amount per share equal to the sum of (i) $16.00 per share1.00 for each outstanding share of Series A Preferred Stock, $4.45 for each outstanding share of Series B Preferred Stock and $8.04 for each outstanding share of Series C Preferred Stock (hereafter referred to as adjusted for any stock dividends, combinations or splits with respect to such shares (the "ORIGINAL SERIES Original Series A Issue Price", "Original Series B Issue Price," and "Original Series C ISSUE PRICEIssue Price") plus , respectively), and (ii) any an amount equal to declared but unpaid dividends thereon (on such sum, the "SERIES C LIQUIDATION VALUE")share. If upon any the occurrence of such liquidationevent, dissolution or winding up of the Company the remaining assets of the Company available for distribution to its stockholders shall be insufficient to pay and funds thus distributed among the holders of shares of the Series A PreferredPreferred Stock, 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 be insufficient to permit the payment to such holders of the remaining full aforesaid preferential amounts, then, subject to the rights of series of Preferred Stock which may from time to time come into existence, the entire assets and funds of the Company corporation legally available for distribution shall be distributed ratably among the holders of the Series A Preferred Stock, Series B Preferred Stock and Series C Preferred Stock in proportion to the respective amounts which would otherwise be payable in respect product of the shares liquidation preference of each such share and the number of such Preferred Stock held shares owned by them upon each such distribution if all amounts payable on or with respect to such shares were paid in fullholder.