Common use of Liquidation Preference Clause in Contracts

Liquidation Preference. (a) In the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation, the holders of shares of Exchangeable Preferred Stock then outstanding shall be entitled to be paid out of the assets of the Corporation available for distribution to its stockholders an amount in cash equal to $10 for each share outstanding, plus an amount in cash equal to all accrued but unpaid dividends (whether or not earned or declared) thereon to the date fixed for liquidation, dissolution or winding up before any payment shall be made or any assets distributed to the holders of any of the Junior Securities; provided, however, that the holders of outstanding shares of the Exchangeable Preferred Stock shall not be entitled to receive such liquidation payment until the liquidation payments on all outstanding shares of Senior Securities, if any, shall have been paid in full. Except as provided in the preceding sentence, holders of Exchangeable Preferred Stock shall not be entitled to any distribution in the event of liquidation, dissolution or winding up of the affairs of the Corporation. If the assets of the Corporation are not sufficient to pay in full the liquidation payments payable to the holders of outstanding shares of the Exchangeable Preferred Stock and any Parity Securities, then the holders of such shares shall share ratably in such distribution of assets in accordance with the amount which would be payable on such distribution if the amounts to which the holders of outstanding shares of Exchangeable Preferred Stock and the holders of outstanding shares of such other Parity Securities are entitled were paid in full. (b) For the purpose of this paragraph 3 of this Section 5.4, neither the voluntary sale, lease, conveyance, exchange or transfer (for cash, shares of stock, securities or other consideration) of all or substantially all the property or assets of the Corporation nor the consolidation or merger of the Corporation with one or more other corporations shall be deemed to be a liquidation, dissolution or winding up, voluntary or involuntary, unless such voluntary sale, lease, conveyance, exchange or transfer shall be in connection with a plan of liquidation, dissolution or winding up of the business of the Corporation.

Liquidation Preference. (a) In the event of Upon any voluntary or involuntary liquidation, dissolution or winding up of the affairs Corporation, before any distribution or payment shall be made to holders of shares of Common Stock or any other class or series of capital stock of the Corporation ranking, as to rights upon any voluntary or involuntary liquidation, dissolution or winding up of the Corporation, junior to the Series A Preferred Stock, the holders of shares of Exchangeable Series A Preferred Stock then outstanding shall be entitled to be paid out of the assets of the Corporation legally available for distribution to its stockholders an amount in cash equal to stockholders, after payment of or provision for the debts and other liabilities of the Corporation, a liquidation preference of $10 for each share outstanding25,000 per share, plus an amount in cash equal to all any accrued but and unpaid dividends (whether or not earned or declared) thereon to up to, but excluding, the date fixed for of payment. In the event that, upon such voluntary or involuntary liquidation, dissolution or winding up before any payment shall be made or any up, the available assets distributed to the holders of any of the Junior Securities; provided, however, that Corporation are insufficient to pay the holders of outstanding shares full amount of the Exchangeable Preferred Stock shall not be entitled to receive such liquidation payment until the liquidation payments liquidating distributions on all outstanding shares of Senior SecuritiesSeries A Preferred Stock and the corresponding amounts payable on all shares of other classes or series of capital stock of the Corporation ranking, if anyas to liquidation rights, shall have been paid in full. Except as provided on parity with the Series A Preferred Stock in the preceding sentencedistribution of assets, then the holders of Exchangeable the Series A Preferred Stock and the holders of shares of each such other class or series of shares of capital stock ranking, as to rights upon any voluntary or involuntary liquidation, dissolution or winding up, on parity with the Series A Preferred Stock shall not share ratably in any such distribution of assets in proportion to the full liquidating distributions to which they would otherwise be entitled to respectively entitled. Written notice of any distribution in the event of such voluntary or involuntary liquidation, dissolution or winding up of the affairs Corporation, stating the payment date or dates when, and the place or places where, the amounts distributable in such circumstances shall be payable, shall be given by first class mail, postage pre-paid, not fewer than 30 days or more than 60 days prior to the payment date stated therein, to each record holder of shares of Series A Preferred Stock at the respective addresses of such holders as the same shall appear on the stock transfer records of the Corporation. If After payment of the full amount of the liquidating distributions to which they are entitled, the holders of Series A Preferred Stock will have no right or claim to any of the remaining assets of the Corporation are not sufficient to pay in full the Corporation. For purposes of liquidation payments payable to the holders of outstanding shares of the Exchangeable Preferred Stock and any Parity Securitiesrights, then the holders of such shares shall share ratably in such distribution of assets in accordance with the amount which would be payable on such distribution if the amounts to which the holders of outstanding shares of Exchangeable Preferred Stock and the holders of outstanding shares of such other Parity Securities are entitled were paid in full. (b) For the purpose of this paragraph 3 of this Section 5.4, neither the voluntary sale, lease, conveyance, exchange or transfer (for cash, shares of stock, securities or other consideration) of all or substantially all the property or assets of the Corporation nor the consolidation or merger of the Corporation with one or more into any other corporations shall be deemed to be a liquidationcorporation, dissolution trust or winding upentity, voluntary or involuntary, unless such the voluntary sale, lease, conveyancetransfer or conveyance of all or substantially all of the property or business of the Corporation, exchange or transfer shall not be in connection with deemed to constitute a plan of liquidation, dissolution or winding up of the business of the Corporation.

Liquidation Preference. (ai) In the event of any voluntary or involuntary liquidation, dissolution or winding up or dissolution of the affairs of the CorporationCompany, the holders of shares of Exchangeable Preferred Stock then outstanding each Holder shall be entitled to receive and to be paid out of the assets of the Corporation Company available for distribution to its stockholders an amount of the Company, before any payment or distribution of assets is made to holders of the Common Stock or any other Junior Stock but after any payment or distribution in cash equal to $10 for each share outstandingrespect of Debt Obligations or Senior Stock, the Liquidation Preference, plus an amount in cash equal to all accrued but accumulated and unpaid dividends (whether or not earned or declared) thereon to the date fixed for liquidation, dissolution or winding up before any payment shall be made or any assets distributed to the holders of any of the Junior Securities; provided, however, that the holders of outstanding shares of the Exchangeable Preferred Stock shall not be entitled to receive such liquidation payment until the liquidation payments on all outstanding shares of Senior Securities, if any, shall have been paid in full. Except as provided in the preceding sentence, holders of Exchangeable Preferred Stock shall not be entitled to any distribution in the event of liquidation, dissolution or winding up of the affairs of the Corporation. If the assets of the Corporation are not sufficient to pay in full the liquidation payments payable to the holders of outstanding shares of the Exchangeable Preferred Stock and any Parity Securities, then the holders of such shares shall share ratably in such distribution of assets in accordance with the amount which would be payable on such distribution if the amounts to which the holders of outstanding shares of Exchangeable Preferred Stock and the holders of outstanding shares of such other Parity Securities are entitled were paid in fulldissolution. (bii) For Neither the purpose of this paragraph 3 of this Section 5.4, neither the voluntary sale, lease, conveyance, exchange or transfer (for cash, shares of stock, securities conveyance or other consideration) transfer of all or substantially all the property or assets of the Corporation assets or business of the Company (other than in connection with the liquidation, winding-up or dissolution of its business) nor the merger or consolidation or merger of the Corporation Company into or with one or more any other corporations Person shall be deemed to be a liquidation, dissolution winding-up or winding updissolution, voluntary or involuntary, unless such for the purposes of this Section 3. (iii) In the event the assets of the Company available for distribution to Holders upon any liquidation, winding-up or dissolution of the Company, whether voluntary saleor involuntary, lease, conveyance, exchange or transfer shall be insufficient to pay in connection with a plan full all amounts to which such Holders are entitled pursuant to Section 3(i) and amounts to which holders of Parity Stock are entitled, no such distribution shall be made on account of any shares of Parity Stock upon such liquidation, dissolution or winding winding-up unless proportionate distributable amounts shall be paid on account of the business shares of Series A Preferred Stock and holders of Parity Stock, ratably, in proportion to the full distributable amounts for which Holders and holders of any Parity Stock are entitled upon such liquidation, winding-up or dissolution, with the amount allocable to each series of such stock determined on a pro rata basis of the Corporationaggregate liquidation preference of the outstanding shares of each series and accumulated and unpaid dividends to which each series is entitled. (iv) After the payment to the Holders of full preferential amounts provided for in Sections 3(i) and 3(iii) hereof, the Holders as such shall have no right or claim to any of the remaining assets of the Company.

Liquidation Preference. (ai) In the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation, the holders Holders of shares of Exchangeable Convertible Preferred Stock then outstanding shall be entitled to be paid paid, out of the assets of the Corporation available for distribution to its stockholders stockholders, an amount in cash equal to $10 the liquidation preference for each share outstanding, plus without duplication, an amount in cash equal to all accrued but accumulated and unpaid dividends (whether or not earned or declared) thereon to the date fixed for liquidation, dissolution or winding up (including an amount equal to a prorated dividend for the period from the last Dividend Payment Date to the date fixed for liquidation, dissolution or winding up) before any payment distribution shall be made or any assets distributed to the holders of any of the Junior Securities; providedSecurities including, howeverwithout limitation, that the holders of outstanding shares Common Stock of the Exchangeable Preferred Stock shall not be entitled to receive such liquidation payment until the liquidation payments on all outstanding shares of Senior Securities, if any, shall have been paid in fullCorporation. Except as provided in the preceding sentence, holders Holders of Exchangeable Convertible Preferred Stock shall not be entitled to any distribution in the event of any liquidation, dissolution or winding up of the affairs of the Corporation. If the assets of the Corporation are not sufficient to pay in full the liquidation payments payable to the holders Holders of outstanding shares of the Exchangeable Convertible Preferred Stock and any all Parity Securities, then the holders of all such shares shall share equally and ratably in such distribution of assets first in accordance with proportion to the amount which would be payable on such distribution if the amounts full liquidation preference to which the holders of outstanding shares of Exchangeable Preferred Stock and the holders of outstanding shares of each is entitled until such other Parity Securities preferences are entitled were paid in full, and then in proportion to their respective amounts of accumulated but unpaid dividends. (bii) For the purpose purposes of this paragraph 3 of this Section 5.4(d), neither the voluntary sale, lease, conveyance, exchange or transfer (for cash, shares of stock, securities or other consideration) of all or substantially all of the property or assets of the Corporation nor the consolidation or merger of the Corporation with or into one or more other corporations entities shall be deemed to be a liquidation, dissolution or winding up, voluntary or involuntary, unless such voluntary sale, lease, conveyance, exchange or transfer shall be in connection with a plan of liquidation, dissolution or winding up of the business affairs of the Corporation.

Liquidation Preference. (a) A. In the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation, the holders Holders of shares of Exchangeable Junior Preferred Stock then outstanding shall initially be entitled to be paid paid, out of the assets of the Corporation available for distribution to its stockholders stockholders, an amount in cash equal to $10 the liquidation preference for each share outstanding, plus without duplication, an amount in cash equal to all accrued but accumulated and unpaid dividends (whether or not earned or declared) thereon to the date fixed for liquidation, dissolution or winding up (including an amount equal to a prorated dividend for the period from the last Dividend Payment Date to the date fixed for liquidation, dissolution or winding up) before any payment distribution shall be made or any assets distributed to the holders of any of the Junior Securities; providedSecurities including, howeverwithout limitation, that the holders of outstanding shares Convertible Preferred Stock and Common Stock of the Exchangeable Preferred Stock shall not be entitled to receive such liquidation payment until the liquidation payments on all outstanding shares of Senior Securities, if any, shall have been paid in fullCorporation. Except as provided in the preceding sentence, holders Holders of Exchangeable Junior Preferred Stock shall not be entitled to any distribution in the event of any liquidation, dissolution or winding up of the affairs of the Corporation. If the assets of the Corporation are not sufficient to pay in full the liquidation payments payable to the holders Holders of outstanding shares of the Exchangeable Junior Preferred Stock and any all Parity Securities, then the holders of all such shares shall share equally and ratably in such distribution of assets first in accordance with proportion to the amount which would be payable on such distribution if the amounts full liquidation preference to which the holders of outstanding shares of Exchangeable Preferred Stock and the holders of outstanding shares of each is entitled until such other Parity Securities preferences are entitled were paid in full, and then in proportion to their respective amounts of accumulated but unpaid dividends. (b) B. For the purpose purposes of this paragraph 3 of this Section 5.4(d), neither the voluntary sale, lease, conveyance, exchange or transfer (for cash, shares of stock, securities or other consideration) of all or substantially all of the property or assets of the Corporation nor the consolidation or merger of the Corporation with or into one or more other corporations entities shall be deemed to be a liquidation, dissolution or winding up, voluntary or involuntary, unless such voluntary sale, lease, conveyance, exchange or transfer shall be in connection with a plan of liquidation, dissolution or winding up of the business affairs of the Corporation.

Liquidation Preference. (a) In the event of any voluntary or involuntary the liquidation, dissolution or winding up of the affairs of the Corporation, the whether voluntary or involuntary, holders of shares of Exchangeable Series B Preferred Stock then outstanding shall be entitled to be paid receive for each share of Series B Preferred Stock, out of the Corporation’s assets of the Corporation or proceeds thereof (whether capital or surplus) available for distribution to its stockholders an amount in cash equal to $10 for each share outstandingthe Corporation’s Shareholders, plus an amount in cash equal to all accrued but unpaid dividends (whether or not earned or declared) thereon subject to the date fixed for liquidation, dissolution or winding up before any payment shall be made or any assets distributed to the holders rights of any of the Junior Securities; providedCorporation’s creditors, however, that before any distribution of such assets or proceeds is made to or set aside for the holders of outstanding shares of Common Stock or any other stock ranking junior to the Exchangeable Series B Preferred Stock shall not be entitled as to receive such liquidation distribution, payment until of $4.60 per share plus an amount equal to the liquidation payments on all outstanding shares sum of Senior Securities(x) declared but unpaid dividends and (y) accrued Additional Dividends, if any, shall have been paid in full. Except as provided each case, to and including the date of liquidation (the “Liquidation Preference”). (b) If in the preceding sentence, holders of Exchangeable Preferred Stock shall not be entitled to any distribution described in the event of liquidationSection 4(a), dissolution or winding up of the affairs of the Corporation. If the ’s assets of the Corporation or proceeds thereof are not sufficient to pay in full the liquidation payments amounts payable with respect to the holders of all outstanding shares of the Exchangeable Series B Preferred Stock and the corresponding amounts payable with respect to any Parity Securitiesother stock of the Corporation ranking equally with the Series B Preferred Stock as to such distribution, then the holders of such shares shall share ratably in such distribution of assets in accordance with the amount which would be payable on such distribution if the amounts to which the holders of outstanding shares of Exchangeable Series B Preferred Stock and the holders of outstanding shares of such other Parity Securities stock shall share ratably (based on the relative Liquidation Preference of the Series B Preferred Stock and such other stock) in any such distribution in proportion to the full respective distributions to which they are entitled were paid in fullentitled. (bc) For purposes of Section 4(a), the purpose merger or consolidation of this paragraph 3 the Corporation with any other Person, including a merger or consolidation in which the holders of this Section 5.4, neither the voluntary sale, lease, conveyance, exchange or transfer (for Series B Preferred Stock receive cash, shares of stock, securities or other consideration) property for their shares, or the sale, lease or exchange for cash, securities or other property of all or substantially all of the property or assets of the Corporation nor the consolidation or merger of the Corporation with one or more other corporations Corporation, in each case shall be deemed to be not constitute a liquidation, dissolution or winding up, voluntary or involuntary, unless such voluntary sale, lease, conveyance, exchange or transfer shall be in connection with a plan of liquidation, dissolution or winding winding-up of the business of the Corporation. (d) If the amount required under Section 4(a) has been paid in full to all holders of Series B Preferred Stock and the corresponding amounts payable with respect to any other stock of the Corporation ranking equally with the Series B Preferred Stock as to such distribution have been paid in full, the holders of other of the Corporation’s stock shall be entitled to receive all remaining assets of the Corporation (or proceeds thereof) according to their respective rights and preferences; provided, that if the amount of such assets or proceeds to be distributed with respect to a number of shares of the Corporation’s Common Stock equal to the then-current Conversion Rate (the “As-converted Liquidation Amount”) exceeds $4.60 per share, then holders of Series B Preferred Stock shall be entitled to receive, for each share of Series B Preferred Stock, an additional amount (the “Liquidation Participation Amount”) out of such assets or proceeds such that the As-converted Liquidation Amount equals the sum of the Liquidation Preference plus the Liquidation Participation Amount, after making appropriate adjustment such that the holders of Series B Preferred Stock, the Series D Preferred Stock and any other Parity Securities receive the same amount on an as-converted basis as the holders of a number of shares of Common Stock equal to the then-current conversion rate applicable to each of the Series B Preferred Stock, the Series D Preferred Stock and any other Parity Securities.

Liquidation Preference. (a) In the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation, the holders Holders of shares of Exchangeable Series A Convertible Preferred Stock then outstanding shall be entitled entitled, for each share of Series A Convertible Preferred Stock, to be paid out of the assets of the Corporation available for distribution to its stockholders an the amount in of cash equal to $10 for each or other property that would be payable on the number of shares of Common Stock then issuable upon conversion of such share outstanding, plus an amount in cash equal to all accrued but unpaid dividends of Series A Convertible Preferred Stock (whether or not earned then convertible) (such amount payable being adjusted appropriately to reflect any stock split, stock dividend, reverse stock split, or declaredany transaction with comparable effect upon the Common Stock) thereon (the "Liquidation Preference"). This entitlement of the Holders of shares of Series A Convertible Preferred Stock, to the date fixed extent equal to $.01 for liquidationeach share of Series A Convertible Preferred Stock, dissolution or winding up shall be satisfied before any similar payment shall be made or any assets distributed to the holders of the Common Stock or any other security junior in rank to the Series A Convertible Preferred Stock as to distribution of the Junior Securities; providedassets upon such dissolution, however, that liquidation or winding up and otherwise shall be satisfied on a pari passu basis with the holders of outstanding shares of the Exchangeable Preferred Stock shall not be entitled to receive such liquidation payment until the liquidation payments on all outstanding shares of Senior Securities, if any, shall have been paid in full. Except as provided in the preceding sentence, holders of Exchangeable Preferred Stock shall not be entitled to any distribution in the event of liquidation, dissolution or winding up of the affairs of the CorporationCommon Stock. If the assets of the Corporation are not sufficient to pay in full the liquidation payments payable to all of the holders Holders of the outstanding shares of the Exchangeable Series A Convertible Preferred Stock and any Parity SecuritiesStock, then the holders Holders of all such shares shall share ratably in such distribution of assets in accordance with the amount which would be payable on such distribution if the amounts liquidation preference to which the holders of outstanding shares of Exchangeable Preferred Stock and the holders of outstanding shares of such other Parity Securities they are entitled were paid in full. (b) entitled. For the purpose purposes of this paragraph 3 of this Section 5.4section, neither the voluntary sale, lease, conveyance, exchange or transfer (for cash, shares of stock, securities or other consideration) of all or substantially all of the property or assets of the Corporation nor the consolidation or merger of the Corporation with one or more other corporations shall be deemed to be a liquidation, dissolution or winding up, voluntary or involuntary, unless such voluntary sale, lease, conveyance, exchange or transfer shall be in connection with a plan of liquidation, dissolution or winding up of the business of the Corporation. 5.

Liquidation Preference. (a) In the event of Upon any voluntary or involuntary liquidation, dissolution or winding winding-up of the affairs of the CorporationCompany, the holders of shares of Exchangeable Preferred Stock then outstanding shall Holders will be entitled to be paid paid, out of the assets of the Corporation Company available for distribution to its stockholders an amount in cash equal to $10 for each stockholders, the Liquidation Preference per share outstandingof Redeemable Preferred Stock, plus plus, without duplication, an amount in cash equal to all accrued but accumulated and unpaid dividends (whether or not earned or declared) including any Total Cash Dividends in Arrears), if any, thereon to the date fixed for liquidation, dissolution or winding winding-up before any payment shall be made or any assets distributed (including an amount equal to a prorated dividend for the period from the last Dividend Payment Date to the holders of any of the Junior Securities; provided, however, that the holders of outstanding shares of the Exchangeable Preferred Stock shall not be entitled to receive such liquidation payment until the liquidation payments on all outstanding shares of Senior Securities, if any, shall have been paid in full. Except as provided in the preceding sentence, holders of Exchangeable Preferred Stock shall not be entitled to any distribution in the event of date fixed for liquidation, dissolution or winding winding-up), plus, in the case of the Series C Redeemable Preferred Stock only, an amount in cash equal to the Common Participation Amount, before any distribution is made on any Junior Securities, including, without limitation, on any Common Stock of the Company. If, upon any voluntary or involuntary liquidation, dissolution or winding-up of the affairs of Company, the Corporation. If the assets of the Corporation are not sufficient to pay in full the liquidation payments amounts payable with respect to the holders of outstanding shares of the Exchangeable Redeemable Preferred Stock and any all other Parity SecuritiesSecurities are not paid in full, then the holders Holders of such shares shall share ratably in such distribution of assets in accordance with the amount which would be payable on such distribution if the amounts to which the holders of outstanding shares of Exchangeable Redeemable Preferred Stock and the holders of outstanding shares of such other the Parity Securities will share equally and ratably in any distribution of assets of the Company in proportion to their relative liquidation preferences, together with all accumulated and unpaid dividends to which each is entitled. After payment of the full amount of the Liquidation Preference and, without duplication, accumulated and unpaid dividends (including any Total Cash Dividends in Arrears) to which they are entitled, and, in the case of the Series C Redeemable Preferred Stock only, an amount in cash equal to the Common Participation Amount, Holders will not be entitled were paid to any further participation in full. (b) any distribution of assets of the Company. For the purpose avoidance of this paragraph 3 doubt, the Series A Redeemable Preferred Stock, the Series B Redeemable Preferred Stock and the Series C Redeemable Preferred Stock shall constitute Parity Securities with respect to one another. For the purposes of this Section 5.43, neither the voluntary sale, lease, conveyance, exchange or transfer (for cash, shares of stock, securities or other consideration) of all or substantially all of the property or assets of the Corporation Company nor the consolidation or merger of the Corporation Company with one or more other corporations entities shall be deemed to be a liquidation, dissolution or winding up, voluntary or involuntary, unless such voluntary sale, lease, conveyance, exchange or transfer shall be in connection with a plan of liquidation, dissolution or winding winding-up of the business Company. Any payment of the Corporationaccumulated and unpaid dividends shall be paid prior to any other payments called for pursuant to this Section 3.

Liquidation Preference. (a) In the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation, the holders of shares of Exchangeable the Class A Preferred Stock then outstanding shall be entitled to be paid out of the assets of the Corporation available for distribution to its stockholders an amount in cash equal to $10 for each share outstanding, outstanding equal to (i) the Deemed Value on the date of such an event plus (ii) an amount in cash equal to all accrued but unpaid Dividends thereon, plus additional dividends (whether or not earned or declared) thereon on unpaid Dividends accrued prior to the commencement of the then-current dividend period, to the date fixed for liquidation, dissolution or winding up before any payment shall be made or any assets distributed to the holders of any of the Junior Securities; provided, however, that the holders of outstanding shares of the Exchangeable Preferred Stock shall not be entitled to receive such liquidation payment until the liquidation payments on all outstanding shares of Senior Securities, if any, shall have been paid in full. Except as provided in the preceding sentence, holders of Exchangeable Preferred Stock shall not be entitled to any distribution in the event of liquidation, dissolution or winding up of the affairs of the CorporationStock. If the assets of the Corporation are not sufficient to pay in full the liquidation payments payable to the holders of outstanding shares of the Exchangeable Class A Preferred Stock and any Parity Securitiesother class or series of the Preferred Stock having liquidation rights on parity with the shares of the Class A Preferred Stock, then the holders of all such shares shall share ratably in such distribution of assets in accordance with the amount which would be payable on such distribution if the amounts to which the holders of outstanding shares of Exchangeable the Class A Preferred Stock and the holders of outstanding shares of such other Parity Securities series of the Preferred Stock are entitled were paid in full. (b) The liquidation payment with respect to each fractional share of the Class A Preferred Stock outstanding, if any, shall be equal to a ratably proportionate amount of the liquidation payment with respect to each outstanding share of the Class A Preferred Stock. (c) For the purpose purposes of this paragraph 3 of this Section 5.44, neither the voluntary sale, lease, conveyance, exchange or transfer (for cash, shares of stock, securities or other consideration) of all or substantially all the property or assets of the Corporation nor the consolidation or merger of the Corporation with one or more other corporations shall be deemed to be a liquidation, dissolution or winding up, voluntary or involuntary, unless such voluntary sale, lease, conveyance, exchange or transfer shall be in connection with a plan of liquidation, dissolution or winding up of the business of the Corporation. (d) Any sale, lease or conveyance of all or substantially all of the Corporation's assets or merger or consolidation of the Corporation which results in the holders of the Common Stock receiving in exchange for such Common Stock either cash or notes, debentures or other evidences of indebtedness or obligations to pay cash or preferred stock of the surviving entity which ranks on parity with the Class A Preferred Stock in liquidation or dividends shall be deemed to be a liquidation, dissolution or winding up of the affairs of the Corporation within the meaning of this paragraph 4. In the cases of merger or consolidation of the Corporation where holders of the Common Stock receive, in exchange for such Common Stock, common stock or preferred stock which is junior in liquidation and dividends to the Class A Preferred Stock in the surviving entity (whether or not such surviving entity is the Corporation) of such merger or consolidation or preferred stock of another entity, the Class A Preferred Stock shall be deemed to be preferred stock of such surviving entity or other entity, as the case may be, with the same annual dividend rate and equivalent rights to the rights set forth herein and the merger or consolidation agreement shall expressly so provide. In the event of a merger or consolidation of the Corporation where the consideration received by the holders of the Common Stock consists of two or more of the types of consideration set forth above, the holders of the Class A Preferred Stock shall be entitled to receive either cash or securities based upon the foregoing in the same proportion as the holders of the Common Stock of the Corporation are receiving cash or debt securities, or equity securities in the surviving entity or another entity. (e) Notwithstanding paragraph 4(a), in the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation, the holders of Class A Preferred Stock shall receive the greater of (i) the amount payable under paragraph 4(a) above or (ii) the amount which would be the liquidation payment per share of Common Stock if the Class A Preferred Stock were effectively redeemed for Common Stock prior to such liquidation, for which purpose the Class A Preferred Stock shall be treated as representing an equal number of shares of Common Stock.

Liquidation Preference. (a) In the event of any voluntary or involuntary a liquidation, dissolution or winding up of the affairs of the Corporation, whether voluntary or involuntary, the holders of then-outstanding shares of Exchangeable Series A Preferred Stock then outstanding shall be entitled to be paid receive out of the assets of the Corporation available for distribution to its stockholders Corporation, whether such assets are capital or surplus of any nature, an amount in cash per share equal to $10 for each share outstandingthe sum of (i) the dividends, plus an amount in cash equal if any, accumulated or deemed to all accrued but unpaid dividends (whether or not earned or declared) have accumulated thereon to the date fixed for liquidationof final distribution to such holders, dissolution whether or winding up not such dividends are declared, and (ii) the Stated Value thereof, and no more, before any payment shall be made or any assets distributed to the holders of any of the Junior Liquidation Securities; provided. After any such payment in full, however, that the holders of outstanding shares of the Exchangeable Series A Preferred Stock shall not not, as such, be entitled to receive such liquidation payment until any further participation in any distribution of assets of the Corporation. All the assets of the Corporation available for distribution to stockholders after the liquidation payments on all outstanding shares preferences of any Senior Liquidation Securities shall be distributed ratably (in proportion to the full distributable amounts to which holders of Series A Preferred Stock and Parity Liquidation Securities, if any, shall have been paid in full. Except as provided in are respectively entitled upon such dissolution, liquidation or winding up) among the preceding sentence, holders of Exchangeable the then-outstanding shares of Series A Preferred Stock shall not be entitled to any distribution in the event of liquidationand Parity Liquidation Securities, dissolution or winding up of the affairs of the Corporation. If the if any, when such assets of the Corporation are not sufficient to pay in full the liquidation payments aggregate amounts payable to the holders of outstanding shares of the Exchangeable Preferred Stock and any Parity Securities, then the holders of such shares shall share ratably in such distribution of assets in accordance with the amount which would be payable on such distribution if the amounts to which the holders of outstanding shares of Exchangeable Preferred Stock and the holders of outstanding shares of such other Parity Securities are entitled were paid in full. (b) For the purpose of this paragraph 3 of this Section 5.4, neither the voluntary sale, lease, conveyance, exchange or transfer (for cash, shares of stock, securities or other consideration) of all or substantially all the property or assets of the Corporation nor the thereon. Neither a consolidation or merger of the Corporation with one or more into any other corporations Person or Persons, nor a sale, conveyance, lease, exchange or transfer of all or part of the Corporation's assets for cash, securities or other property to a Person or Persons shall be deemed to be a liquidation, dissolution or winding upup of the Corporation for purposes of this Article IV, voluntary but the holders of shares of Series A Preferred Stock shall nevertheless be entitled from and after any such consolidation, merger or involuntary, unless such voluntary sale, conveyance, lease, conveyance, exchange or transfer shall be in connection with a plan of all or part of the Corporation's assets to the rights provided by this Article IV following any such transaction. Notice of any voluntary or involuntary liquidation, dissolution or winding up of the business Corporation, stating the payment date or dates when, and the place or places where, the amounts distributable to each holder of shares of Series A Preferred Stock in such circumstances shall be payable, shall be given by first-class mail, postage prepaid, mailed not less than 30 days prior to any payment date stated therein, to holders of record as they appear on the stock record books of the CorporationCorporation as of the date such notices are first mailed.

Liquidation Preference. (a) In the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs or dissolution of the Corporation, the holders of shares of Exchangeable Preferred Stock then outstanding whether voluntary or involuntary, each Holder shall be entitled to receive in respect of its shares of Series B Preferred Stock and to be paid out of the assets of the Corporation legally available for distribution to its stockholders an amount in cash equal stockholders, after satisfaction of liabilities to $10 for each the Corporation’s creditors and holders of shares of Senior Stock and before any payment or distribution is made to holders of Junior Stock (including the Common Stock), the Liquidation Preference per share outstanding, of Series B Preferred Stock plus an amount in cash equal to all accrued but accumulated and unpaid dividends (on such shares, whether or not earned or declared) thereon to , to, but not including the date fixed for liquidation, dissolution or winding up before any payment shall be made or any assets distributed to the holders of any of the Junior Securities; provided, however, that the holders of outstanding shares of the Exchangeable Preferred Stock shall not be entitled to receive such liquidation payment until the liquidation payments on all outstanding shares of Senior Securities, if any, shall have been paid in full. Except as provided in the preceding sentence, holders of Exchangeable Preferred Stock shall not be entitled to any distribution in the event of liquidation, dissolution or winding up of the affairs of the Corporation. If the assets of the Corporation are not sufficient to pay in full the liquidation payments payable to the holders of outstanding shares of the Exchangeable Preferred Stock and any Parity Securities, then the holders of such shares shall share ratably in such distribution of assets in accordance with the amount which would be payable on such distribution if the amounts to which the holders of outstanding shares of Exchangeable Preferred Stock and the holders of outstanding shares of such other Parity Securities are entitled were paid in fulldissolution. (b) For Neither the purpose of this paragraph 3 of this Section 5.4, neither the voluntary sale, lease, conveyance, exchange or transfer (for cash, shares of stock, securities or other consideration) of all or substantially all the property assets or assets business of the Corporation (other than in connection with the liquidation, winding up or dissolution of the Corporation), nor the merger or consolidation or merger of the Corporation into or with one any other Person, nor any share exchange or more other corporations division involving the Corporation pursuant to applicable statutes providing for the consolidation, merger, share exchange or division, shall be deemed to be a liquidation, winding up or dissolution, whether voluntary or involuntary, for the purposes of this Section 7, notwithstanding that, for other purposes, such as for tax purposes, such an event may constitute a liquidation, dissolution or winding up. In addition, no payment shall be made to Holders pursuant to this Section 7 upon the liquidation, dissolution or winding up, whether voluntary or involuntary, unless such voluntary sale, lease, conveyance, exchange or transfer shall be in connection with a plan of liquidation, dissolution or winding up any of the business Corporation’s Subsidiaries or upon any reorganization of the Corporation’s Subsidiaries with or without the approval of the Corporation’s stockholders. (c) After the payment to the Holders of the shares of Series B Preferred Stock of full preferential amounts provided for in this Section 7, the Holders of Series B Preferred Stock as such shall have no right or claim to any of the remaining assets of the Corporation. (d) In the event the assets of the Corporation available for distribution to the Holders and holders of shares of Parity Stock upon any liquidation, winding up or dissolution of the Corporation, whether voluntary or involuntary, shall be insufficient to pay in full all amounts to which such holders are entitled pursuant to this Section 7, such Holders and such holders of shares of Parity Stock shall share, equally and ratably in proportion to the respective full amounts to which such holders are entitled pursuant to this Section 7, in any distribution of the assets of the Corporation.

Liquidation Preference. (a) In the event of any voluntary or involuntary liquidation, dissolution or winding winding-up of the affairs of the Corporation, whether voluntary or involuntary, before any payment or distribution of the Corporation’s assets (whether capital or surplus) shall be made to or set apart for the holders of shares Junior Stock, holders of Exchangeable Convertible Perpetual Preferred Stock then outstanding shall be entitled to be paid out receive $1,000 per share of Convertible Perpetual Preferred Stock (the assets of the Corporation available for distribution to its stockholders an amount in cash equal to $10 for each share outstanding, “Liquidation Preference”) plus an amount in cash equal to all accrued but unpaid dividends (whether or not earned or declared) ), accumulated and unpaid thereon to the date fixed for liquidationof final distribution to such holders, dissolution or winding up before any payment shall be made or any assets distributed to the holders of any of the Junior Securities; provided, however, that the holders of outstanding shares of the Exchangeable Preferred Stock shall not be entitled to receive such liquidation payment until the liquidation payments on all outstanding shares of Senior Securities, if any, shall have been paid in full. Except as provided in the preceding sentence, holders of Exchangeable Preferred Stock but shall not be entitled to any further payment or other participation in any distribution in of the event assets of the Corporation. If, upon any liquidation, dissolution or winding winding-up of the affairs of Corporation, the Corporation. If ’s assets, or proceeds thereof, distributable among the assets holders of the Corporation Convertible Perpetual Preferred Stock are not sufficient insufficient to pay in full the liquidation preferential amount aforesaid and liquidating payments payable to on any Parity Stock, then such assets, or the proceeds thereof, shall be distributed among the holders of outstanding shares of the Exchangeable Convertible Perpetual Preferred Stock and any other Parity Securities, then the holders of such shares shall share Stock ratably in such distribution of assets in accordance with proportion to the amount which respective amounts that would be payable on such distribution if the amounts to which the holders of outstanding shares of Exchangeable Convertible Perpetual Preferred Stock and the holders of outstanding shares of any such other Parity Securities are entitled Stock if all amounts payable thereon were paid in full. (b) For the purpose of this paragraph 3 of this Section 5.4, neither Neither the voluntary sale, lease, conveyance, exchange or transfer (transfer, for cash, shares of stock, securities or other consideration) , of all or substantially all of the Corporation’s property or assets of the Corporation assets, nor the consolidation consolidation, merger or merger amalgamation of the Corporation with one or more other corporations into any corporation or the consolidation, merger or amalgamation of any corporation with or into the Corporation shall be deemed to be a voluntary or involuntary liquidation, dissolution or winding up, voluntary or involuntary, unless such voluntary sale, lease, conveyance, exchange or transfer shall be in connection with a plan of liquidation, dissolution or winding winding-up of the business of the Corporation. (c) Subject to the rights of the holders of any Parity Stock, after payment has been made in full to the holders of the Convertible Perpetual Preferred Stock, as provided in this Section 5, holders of Junior Stock shall, subject to the respective terms and provisions (if any) applying thereto, be entitled to receive any and all assets remaining to be paid or distributed, and the holders of Convertible Perpetual Preferred Stock shall not be entitled to share therein.

Liquidation Preference. (ai) In the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation, the holders of shares of Exchangeable Series B Convertible Preferred Stock then outstanding shall be entitled to be paid in cash out of the assets of the Corporation available for distribution to its stockholders an amount in cash per share equal to $10 for each the Conversion Rate (as defined below) multiplied by the per share outstanding, plus an amount of all cash and other property to be distributed in cash equal to all accrued but unpaid dividends (whether or not earned or declared) thereon to respect of the date fixed for Common Stock upon such liquidation, dissolution or winding up of the affairs of the Corporation (treating all outstanding shares of Series B Convertible Preferred Stock as having been converted into Common Stock for purposes of calculating such per share amount), before any payment shall be made or any assets distributed to the holders of any of stock ranking junior to the Junior Securities; provided, however, that the holders of outstanding shares of the Exchangeable Series B Convertible Preferred Stock shall not be entitled to receive such liquidation payment until the liquidation payments on all outstanding shares of Senior Securities, if any, shall have been paid in full. Except as provided in the preceding sentence, holders of Exchangeable Preferred Stock shall not be entitled to any distribution in the event of liquidation, dissolution or winding up of the affairs of the CorporationStock. If the assets of the Corporation are not sufficient to pay in full the liquidation payments payable to the holders of outstanding shares of the Exchangeable Series B Convertible Preferred Stock and any Parity Securitiesother class or series of preferred stock having liquidation rights on parity with the shares of Series B Convertible Preferred Stock, then the holders of all such shares shall share ratably in such distribution of assets in accordance with the amount which would be payable on such distribution if the amounts to which the holders of outstanding shares of Exchangeable Series B Convertible Preferred Stock and all the holders of outstanding shares of such other Parity Securities series of preferred stock are entitled were paid in full. (bii) For the purpose of this paragraph 3 of this Section 5.4section, neither the voluntary sale, lease, conveyance, exchange or transfer (for cash, shares of stock, securities or other consideration) of all or substantially all the property or assets of the Corporation Corporation, nor the consolidation or merger of the Corporation with one or more other corporations shall be deemed to be a liquidation, dissolution or winding up, voluntary or involuntary, unless such voluntary sale, lease, conveyance, exchange or transfer shall be in connection with a plan of liquidation, dissolution or winding up of the business of the Corporation.

Liquidation Preference. (a) In the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation, the holders of shares of Exchangeable Preferred Stock then outstanding shall be entitled to be paid out whether voluntary or involuntary, before any payment or distribution of the assets of the Corporation available (whether capital or surplus) shall be made to or set apart for distribution the holders of Junior Securities, the holders of the shares of Series A Preferred Stock shall be entitled to its stockholders receive with respect to each share of Series A Preferred Stock an amount in cash equal to $10 for each the Liquidation Preference per share outstanding, plus an amount in cash equal to all dividends accrued but and unpaid dividends (whether or not earned or declared) thereon to the date fixed for liquidationof final distribution to such holders, dissolution or winding up before any payment shall be made or any assets distributed to the but such holders of any of the Junior Securities; provided, however, that the holders of outstanding shares of the Exchangeable Preferred Stock shall not be entitled to receive such liquidation payment until the liquidation payments on all outstanding shares of Senior Securities, if any, shall have been paid in full. Except as provided in the preceding sentence, holders of Exchangeable Preferred Stock shall not be entitled to any distribution in the event of further payment. If, upon any liquidation, dissolution or winding up of the affairs of the Corporation. If , the assets of the Corporation are not sufficient Corporation, or proceeds thereof, shall be insufficient to pay in full the liquidation preferential amount aforesaid and liquidating payments payable to on the Series A Preferred Stock and all Parity Securities, then such assets, or the proceeds thereof, shall be distributed among the holders of outstanding shares of the Exchangeable Series A Preferred Stock and any such other Parity Securities, then the holders of such shares shall share Securities ratably in such distribution of assets in accordance with the amount which respective amounts that would be payable on such distribution if the amounts to which the holders of outstanding shares of Exchangeable Series A Preferred Stock and the holders of outstanding shares of any such other Parity Securities are entitled if all amounts payable thereon were paid in full. (b) For Subject to the purpose rights of the holders of any Parity Securities, after payment shall have been made in full to the holders of the Series A Preferred Stock, as provided in this paragraph 3 5, any other series or class or classes of this Section 5.4Junior Securities shall, neither subject to the voluntary salerespective terms and provisions (if any) applying thereto, leasebe entitled to receive any and all assets remaining to be paid or distributed, conveyance, exchange or transfer (for cash, shares of stock, securities or other consideration) of all or substantially all and the property or assets holders of the Corporation nor the consolidation or merger of the Corporation with one or more other corporations Series A Preferred Stock and any Parity Securities shall not be deemed entitled to be a liquidation, dissolution or winding up, voluntary or involuntary, unless such voluntary sale, lease, conveyance, exchange or transfer shall be in connection with a plan of liquidation, dissolution or winding up of the business of the Corporationshare therein.

Liquidation Preference. (a) In the event of Upon any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation, the holders of the outstanding shares of Exchangeable Series A Preferred Stock then outstanding shall be entitled to receive and to be paid out of the assets of the Corporation legally available for distribution to its stockholders an amount in cash equal to stockholders, after payment of or provision for the debts and other liabilities of the Corporation a liquidation preference of $10 for each [·] per share outstanding(the “Liquidation Preference”), plus an amount in cash equal to all any accrued but and unpaid dividends (whether to, but not including, the date of payment, before any distribution of assets or not earned payment is made to holders of Common Stock or declared) thereon Junior Securities, but subject to the date fixed for liquidation, dissolution or winding up before any payment shall be made or any assets distributed to preferential rights of the holders of any of the Junior Securities; provided, however, that the holders of outstanding shares of the Exchangeable Preferred Stock shall not be entitled to receive such liquidation payment until the liquidation payments on all outstanding shares of any Senior Securities. If, if any, shall have been paid in full. Except as provided in the preceding sentence, holders of Exchangeable Preferred Stock shall not be entitled to upon any distribution in the event of voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation. If , the assets of the Corporation legally available therefor are not sufficient insufficient to pay in the full the liquidation payments amount of liquidating distributions payable to the holders of on all outstanding shares of the Exchangeable Series A Preferred Stock and any the full amount of the liquidating distributions payable on all outstanding shares of Parity Securities, then the holders of such shares shall the Series A Preferred Stock and Parity Securities will share ratably in any such distribution of assets in accordance with proportion to the amount which would be payable on such distribution full liquidating distributions (including, if the amounts applicable, accrued and unpaid dividends) to which they would otherwise respectively be entitled. (a) Subject to the rights of the holders of outstanding shares Parity Securities, if liquidating distributions shall have been made in full to all holders of Exchangeable Series A Preferred Stock and Stock, the remaining assets of the Corporation shall be distributed among the holders of outstanding shares Junior Securities according to their respective rights and preferences and, in each case, according to their respective number of such other Parity Securities are entitled were paid in fullshares. (b) For purposes of these terms of the purpose of this paragraph 3 of this Section 5.4Series A Preferred Stock, neither the voluntary sale, lease, conveyance, exchange or transfer (for cash, shares of stock, securities or other consideration) of all or substantially all the property or assets of the Corporation nor the consolidation or merger of the Corporation with one or more into any other corporations company, trust or other entity, nor the sale, lease, transfer or conveyance of all or substantially all of the property or business of the Corporation, shall be deemed to be constitute a liquidation, dissolution or winding up, voluntary or involuntary, unless such voluntary sale, lease, conveyance, exchange or transfer shall be in connection with a plan of liquidation, dissolution or winding up of the business Corporation. (c) After payment to the holders of the Series A Preferred Stock of the full liquidating distributions to which they are entitled, the holders of the Series A Preferred Stock, as such, shall have no right or claim to any of the remaining assets of the Corporation. (d) In determining whether a distribution (other than upon voluntary or involuntary liquidation, dissolution or winding up of the Corporation) by dividend, redemption or other acquisition of shares of stock of the Corporation or otherwise is permitted under the MGCL, no effect shall be given to amounts that would be needed, if the Corporation were to be dissolved at the time of the distribution, to satisfy the preferential rights upon liquidation, dissolution or winding of the Corporation of holders of Series A Preferred Stock, which amounts shall not be added to the Corporation’s total liabilities.

Liquidation Preference. (a) In the event of Upon any voluntary or involuntary liquidation, dissolution or winding up of the affairs Corporation, before any distribution or payment shall be made to holders of shares of Common Stock or any other class or series of capital stock of the Corporation ranking, as to rights upon any voluntary or involuntary liquidation, dissolution or winding up of the Corporation, junior to the Series I Preferred Stock, the holders of shares of Exchangeable Series I Preferred Stock then outstanding shall be entitled to be paid out of the assets of the Corporation legally available for distribution to its stockholders an amount in cash equal to stockholders, after payment of or provision for the debts and other liabilities of the Corporation, a liquidation preference of $10 for each share outstanding1825.00 per share, plus an amount in cash equal to all any accrued but and unpaid dividends (whether or not earned or declared) thereon to up to, but excluding, the date fixed for of payment. In the event that, upon such voluntary or involuntary liquidation, dissolution or winding up before any payment shall be made or any up, the available assets distributed to the holders of any of the Junior Securities; provided, however, that Corporation are insufficient to pay the holders of outstanding shares full amount of the Exchangeable Preferred Stock shall not be entitled to receive such liquidation payment until the liquidation payments liquidating distributions on all outstanding shares of Senior SecuritiesSeries I Preferred Stock and the corresponding amounts payable on all shares of other classes or series of capital stock of the Corporation ranking, if anyas to liquidation rights, shall have been paid in full. Except as provided on parity with the Series I Preferred Stock in the preceding sentencedistribution of assets, then the holders of Exchangeable the Series I Preferred Stock and the holders of shares of each such other class or series of shares of capital stock ranking, as to rights upon any voluntary or involuntary liquidation, dissolution or winding up, on parity with the Series I Preferred Stock shall not share ratably in any such distribution of assets in proportion to the full liquidating distributions to which they would otherwise be entitled to respectively entitled. Written notice of any distribution in the event of such voluntary or involuntary liquidation, dissolution or winding up of the affairs Corporation, stating the payment date or dates when, and the place or places where, the amounts distributable in such circumstances shall be payable, shall be given by first class mail, postage pre-paid, not fewer than 30 days or more than 60 days prior to the payment date stated therein, to each record holder of shares of Series I Preferred Stock at the respective addresses of such holders as the same shall appear on the stock transfer records of the Corporation. If After payment of the full amount of the liquidating distributions to which they are entitled, the holders of Series I Preferred Stock will have no right or claim to any of the remaining assets of the Corporation are not sufficient to pay in full the Corporation. For purposes of liquidation payments payable to the holders of outstanding shares of the Exchangeable Preferred Stock and any Parity Securitiesrights, then the holders of such shares shall share ratably in such distribution of assets in accordance with the amount which would be payable on such distribution if the amounts to which the holders of outstanding shares of Exchangeable Preferred Stock and the holders of outstanding shares of such other Parity Securities are entitled were paid in full. (b) For the purpose of this paragraph 3 of this Section 5.4, neither the voluntary sale, lease, conveyance, exchange or transfer (for cash, shares of stock, securities or other consideration) of all or substantially all the property or assets of the Corporation nor the consolidation or merger of the Corporation with one or more into any other corporations shall be deemed to be a liquidationCorporation, dissolution trust or winding upentity, voluntary or involuntary, unless such the voluntary sale, lease, conveyancetransfer or conveyance of all or substantially all of the property or business of the Corporation, exchange or transfer shall not be in connection with deemed to constitute a plan of liquidation, dissolution or winding up of the business of the Corporation.

Liquidation Preference. (a) In the event of any voluntary or involuntary a liquidation, dissolution or winding up of the affairs of the Corporation, whether voluntary or involuntary, the holders of then-outstanding shares of Exchangeable Series B Preferred Stock then outstanding shall be entitled to be paid receive out of the assets of the Corporation available for distribution to its stockholders Corporation, whether such assets are capital or surplus of any nature, an amount in cash per share equal to $10 for each share outstandingthe sum of (i) the dividends, plus an amount in cash equal if any, accumulated or deemed to all accrued but unpaid dividends (whether or not earned or declared) have accumulated thereon to the date fixed for liquidationof final distribution to such holders, dissolution whether or winding up not such dividends are declared, and (ii) the Stated Value thereof, and no more, before any payment shall be made or any assets distributed to the holders of any of the Junior Liquidation Securities; provided. After any such payment in full, however, that the holders of outstanding shares of the Exchangeable Series B Preferred Stock shall not not, as such, be entitled to receive such liquidation payment until any further participation in any distribution of assets of the Corporation. All the assets of the Corporation available for distribution to stockholders after the liquidation payments on all outstanding shares preferences of any Senior Liquidation Securities shall be distributed ratably (in proportion to the full distributable amounts to which holders of Series B Preferred Stock and Parity Liquidation Securities, if any, shall have been paid in full. Except as provided in are respectively entitled upon such dissolution, liquidation or winding up) among the preceding sentence, holders of Exchangeable the then-outstanding shares of Series B Preferred Stock shall not be entitled to any distribution in the event of liquidationand Parity Liquidation Securities, dissolution or winding up of the affairs of the Corporation. If the if any, when such assets of the Corporation are not sufficient to pay in full the liquidation payments aggregate amounts payable to the holders of outstanding shares of the Exchangeable Preferred Stock and any Parity Securities, then the holders of such shares shall share ratably in such distribution of assets in accordance with the amount which would be payable on such distribution if the amounts to which the holders of outstanding shares of Exchangeable Preferred Stock and the holders of outstanding shares of such other Parity Securities are entitled were paid in full. (b) For the purpose of this paragraph 3 of this Section 5.4, neither the voluntary sale, lease, conveyance, exchange or transfer (for cash, shares of stock, securities or other consideration) of all or substantially all the property or assets of the Corporation nor the thereon. Neither a consolidation or merger of the Corporation with one or more into any other corporations Person or Persons, nor a sale, conveyance, lease, exchange or transfer of all or part of the Corporation's assets for cash, securities or other property to a Person or Persons shall be deemed to be a liquidation, dissolution or winding upup of the Corporation for purposes of this Article IV, voluntary but the holders of shares of Series B Preferred Stock shall nevertheless be entitled from and after any such consolidation, merger or involuntary, unless such voluntary sale, conveyance, lease, conveyance, exchange or transfer shall be in connection with a plan of all or part of the Corporation's assets to the rights provided by this Article IV following any such transaction. Notice of any voluntary or involuntary liquidation, dissolution or winding up of the business Corporation, stating the payment date or dates when, and the place or places where, the amounts distributable to each holder of shares of Series B Preferred Stock in such circumstances shall be payable, shall be given by first-class mail, postage prepaid, mailed not less than 30 days prior to any payment date stated therein, to holders of record as they appear on the stock record books of the CorporationCorporation as of the date such notices are first mailed.

Liquidation Preference. (aA) In the event of Upon any voluntary or involuntary liquidation, dissolution or winding-up of the affairs of the Corporation, the Holders shall be entitled to receive and to be paid out of the assets of the Corporation legally available for distribution to its shareholders, in cash or property at its fair market value as determined by the Board, the Liquidation Preference, plus an amount equal to any Accumulated Dividends and Accrued Dividends (whether or not earned or declared) to (but not including) the date of payment, before any payment or distribution of assets is made to holders of the Junior Stock, but subject to the preferential rights of the holders of any class or series of Senior Stock. Upon the payment in full of such liquidation preference and all such Accumulated Dividends and Accrued Dividends, the Holders will have no right or claim to any remaining assets of the Corporation. (B) If, upon any liquidation, dissolution or winding-up of the affairs of the Corporation, the assets of the Corporation available for distribution to the Holders shall be insufficient to permit payment in full to such Holders the sums that such Holders are entitled to receive in such case (including, if applicable, Accumulated Dividends and Accrued Dividends), then all of the assets available for distribution to the Holders shall be distributed among and paid to the Holders ratably in proportion to the respective amounts that would be payable to such Holders if such assets were sufficient to permit payment in full; provided that all such distributions and payments to the Holders shall be made on a pari passu basis with the holders of the Parity Stock. (C) For the purposes of this Section 6, the consolidation or merger of the Corporation with or into any other company, a statutory share exchange by the Corporation, or the voluntary sale, lease or conveyance of all or substantially all of the property or business of the Corporation, shall not be deemed to constitute a liquidation, dissolution or winding-up of the affairs of the Corporation. (D) The Corporation shall provide the Holders with notice of any event triggering the right to receive a distribution upon a liquidation, dissolution or winding up of the affairs of the CorporationCorporation not less than 30 calendar days nor more than 60 calendar days prior to the applicable distribution payment date. (E) In determining whether a distribution (other than upon voluntary or involuntary liquidation) by dividend, the holders redemption or other acquisition of shares of Exchangeable Preferred Stock then outstanding the Corporation or otherwise is permitted under Maryland law, no effect shall be entitled given to amounts that would be paid out needed if the Corporation would be dissolved at the time of the assets of the Corporation available for distribution to its stockholders an amount in cash equal to $10 for each share outstanding, plus an amount in cash equal to all accrued but unpaid dividends (whether or not earned or declared) thereon to the date fixed for liquidation, satisfy the` preferential rights upon dissolution or winding up before any payment shall be made or any assets distributed to the of holders of any of the Junior Securities; provided, however, that the holders of outstanding shares of the Exchangeable Preferred Stock shall not be entitled to receive such liquidation payment until the liquidation payments on all outstanding shares of Senior Securities, if any, shall have been paid in full. Except as provided in the preceding sentence, holders of Exchangeable Preferred Stock shall not be entitled to any distribution in the event of liquidation, dissolution or winding up of the affairs of the Corporation. If ’s shares whose preferential rights upon dissolution are superior to those receiving the assets of the Corporation are not sufficient to pay in full the liquidation payments payable to the holders of outstanding shares of the Exchangeable Preferred Stock and any Parity Securities, then the holders of such shares shall share ratably in such distribution of assets in accordance with the amount which would be payable on such distribution if the amounts to which the holders of outstanding shares of Exchangeable Preferred Stock and the holders of outstanding shares of such other Parity Securities are entitled were paid in fulldistribution. (b) For the purpose of this paragraph 3 of this Section 5.4, neither the voluntary sale, lease, conveyance, exchange or transfer (for cash, shares of stock, securities or other consideration) of all or substantially all the property or assets of the Corporation nor the consolidation or merger of the Corporation with one or more other corporations shall be deemed to be a liquidation, dissolution or winding up, voluntary or involuntary, unless such voluntary sale, lease, conveyance, exchange or transfer shall be in connection with a plan of liquidation, dissolution or winding up of the business of the Corporation.

Liquidation Preference. (a) In the event of any voluntary or ---------------------- involuntary liquidation, dissolution or winding up of the affairs of the Corporation, the holders of shares of Exchangeable Series C Preferred Stock then outstanding shall be entitled to be paid out of the assets of the Corporation available for distribution to its stockholders an amount in cash equal to $10 100.00 for each share outstanding, plus an amount in cash equal to all accrued but unpaid dividends (whether or not earned or declared) thereon to the date fixed for liquidation, dissolution or winding up up, before any payment shall be made or any assets distributed to the holders of any of the Junior Securities; provided, however, that the holders of outstanding shares of the Exchangeable Preferred Stock shall not be entitled to receive such liquidation payment until the liquidation payments on all outstanding shares of Senior Securities, if any, shall have been paid in full. Except as provided in the preceding sentence, holders of Exchangeable Preferred Stock shall not be entitled to any distribution in the event of liquidation, dissolution or winding up of the affairs of the Corporation. If the assets of the Corporation are not sufficient to pay in full the liquidation payments payable to the holders of outstanding shares of the Exchangeable Series C Preferred Stock and any Parity SecuritiesSeries B Preferred Stock, then the holders of all such shares shall share ratably in such distribution of assets in accordance with the amount which would be payable on such distribution if the amounts to which the holders of outstanding shares of Exchangeable Series C Preferred Stock and the holders of outstanding shares of such other Parity Securities Series B Preferred Stock are entitled were paid in full. (b) The liquidation payment with respect to each fractional share of Series C Preferred Stock outstanding or accrued but unpaid shall be equal to a ratably proportionate amount of the liquidation payment with respect to each outstanding share of Series C Preferred Stock. (c) For the purpose of this paragraph 3 purposes of this Section 5.44, neither the voluntary sale, conveyance, lease, conveyance, exchange or transfer (for cash, shares of stock, securities or other consideration) of all or substantially all the property or assets of the Corporation nor or the consolidation or merger of the Corporation with one or more other corporations shall be deemed to be a liquidation, dissolution or winding up, voluntary or involuntary, unless such voluntary sale, conveyance, lease, conveyance, exchange or transfer shall be in connection with a plan of liquidation, dissolution or winding up of the business of the Corporation.

Liquidation Preference. (a) In the event of Upon any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporationour affairs, the holders of shares of Exchangeable Preferred Stock then outstanding shall be entitled to be paid out of the assets of the Corporation available for then, before we make any distribution to its stockholders an amount in cash equal to $10 for each share outstanding, plus an amount in cash equal to all accrued but unpaid dividends (whether or not earned or declared) thereon to the date fixed for liquidation, dissolution or winding up before any payment shall be made or any assets distributed to the holders of any Class A common stock, Class B common stock or Class C capital stock or any other class or series of our capital stock ranking junior to the Junior Securities; provided, however, that the holders of outstanding shares of the Exchangeable Preferred Stock shall not be entitled to receive such liquidation payment until the liquidation payments on all outstanding shares of Senior Securities, if any, shall have been paid in full. Except as provided preferred stock in the preceding sentence, holders distribution of Exchangeable Preferred Stock shall not be entitled to assets upon any distribution in the event of liquidation, dissolution or winding up of the affairs of the Corporation. If the assets of the Corporation are not sufficient to pay in full the liquidation payments payable to our affairs, the holders of outstanding shares each series of preferred stock shall be entitled to receive out of assets legally available for distribution to stockholders, liquidating distributions in the amount of the Exchangeable Preferred Stock liquidation preference per share set forth in the prospectus supplement, plus any accrued and unpaid dividends thereon. Such dividends will not include any Parity Securitiesaccumulation in respect of unpaid noncumulative dividends for prior dividend periods. Unless otherwise specified in the prospectus supplement, then after payment of the full amount of their liquidating distributions, the holders of preferred stock will have no right or claim to any of our remaining assets. Upon any such shares shall share ratably in such distribution of assets in accordance with the amount which would be payable on such distribution if the amounts to which the holders of outstanding shares of Exchangeable Preferred Stock and the holders of outstanding shares of such other Parity Securities are entitled were paid in full. (b) For the purpose of this paragraph 3 of this Section 5.4, neither the voluntary sale, lease, conveyance, exchange or transfer (for cash, shares of stock, securities or other consideration) of all or substantially all the property or assets of the Corporation nor the consolidation or merger of the Corporation with one or more other corporations shall be deemed to be a involuntary liquidation, dissolution or winding up, voluntary if our available assets are insufficient to pay the amount of the liquidating distributions on all outstanding preferred stock and the corresponding amounts payable on all other classes or involuntaryseries of our capital stock ranking on parity with the preferred stock and all other such classes or series of shares of capital stock ranking on parity with the preferred stock in the distribution of assets, unless then the holders of the preferred stock and all other such voluntary classes or series of capital stock will share ratably in any such distribution of assets in proportion to the full liquidating distributions to which they would otherwise be entitled. Upon any such liquidation, dissolution or winding up and if we have made liquidating distributions in full to all holders of preferred stock, we will distribute our remaining assets among the holders of any other classes or series of capital stock ranking junior to the preferred stock according to their respective rights and preferences and, in each case, according to their respective number of shares. For such purposes, our consolidation or merger with or into any other corporation, trust or entity, or the sale, lease, conveyance, exchange lease or transfer shall conveyance of all or substantially all of our property or assets will not be in connection with deemed to constitute a plan of liquidation, dissolution or winding up of the business of the Corporationour affairs.

Liquidation Preference. The Company shall not make any payment, in cash, securities or other property, in respect of any liquidation preference of any shares of Preferred Stock of the Company under the Articles of Incorporation unless it concurrently makes a cash payment (or, at the option of the holder hereof, the holder’s applicable share of the actual property or securities so paid) to the holder of this Warrant equal to the product of (a) In the event aggregate amount of cash plus the Fair Value of any voluntary property or involuntary liquidation, dissolution or winding up of the affairs of the Corporation, the holders of shares of Exchangeable Preferred Stock then outstanding shall be entitled securities paid with respect to be paid out of the assets of the Corporation available for distribution to its stockholders an amount in cash equal to $10 for each share outstanding, plus an amount in cash equal to all accrued but unpaid dividends (whether or not earned or declared) thereon to the date fixed for liquidation, dissolution or winding up before any payment shall be made or any assets distributed to the holders of any of the Junior Securities; provided, however, that the holders of outstanding shares of the Exchangeable Preferred Stock shall not be entitled to receive such liquidation payment until the liquidation payments on all outstanding shares of Senior Securities, if any, shall have been paid in full. Except as provided in the preceding sentence, holders of Exchangeable Preferred Stock shall not be entitled to any distribution receiving such payment of liquidation preference multiplied by (b) 33% (or, in the event that the Minority T3 Nevada Conversion has occurred, 25%) multiplied by (c) a fraction, the numerator of liquidation, dissolution or winding up which is the number of Issuable Warrant Shares and the affairs denominator of which is the Corporationnumber of total Issuable Warrant Shares in respect of all Post Road Warrants. If the assets of the Corporation are not sufficient to pay this Warrant has been exercised, in full the liquidation payments payable part or in full, in addition to the holders of outstanding shares of foregoing, the Exchangeable Preferred Stock and Company shall not make any Parity Securitiespayment, then the holders of such shares shall share ratably in such distribution of assets in accordance with the amount which would be payable on such distribution if the amounts to which the holders of outstanding shares of Exchangeable Preferred Stock and the holders of outstanding shares of such other Parity Securities are entitled were paid in full. (b) For the purpose of this paragraph 3 of this Section 5.4, neither the voluntary sale, lease, conveyance, exchange or transfer (for cash, shares of stock, securities or other considerationproperty, in respect of any liquidation preference of any shares of Preferred Stock of the Company under the Articles of Incorporation unless it concurrently makes a cash payment (or, at the option of the holder hereof, the holder’s applicable share of the actual property or securities so paid) to the holder of this Warrant equal to the product of (a) the aggregate amount of cash plus the Fair Value of any property or securities paid with respect to all outstanding shares of Preferred Stock receiving such payment of liquidation preference multiplied by (b) 33% (or, in the event that the Minority T3 Nevada Conversion has occurred, 25%) multiplied by (c) a fraction, the numerator of which is the number of Issued Warrant Shares and the denominator of which is the number of total Issuable Warrant Shares in respect of all or substantially all the property or assets Post Road Warrants. This Section 5.6 shall survive any exercise of the Corporation nor the consolidation or merger of the Corporation with one or more other corporations shall be deemed to be a liquidation, dissolution or winding up, voluntary or involuntary, unless such voluntary sale, lease, conveyance, exchange or transfer shall be in connection with a plan of liquidation, dissolution or winding up of the business of the Corporationthis Warrant.

Liquidation Preference. (a) In the event of any Liquidation, either voluntary or involuntary liquidationinvoluntary, dissolution or winding up of the affairs of the Corporation, distributions to the holders of shares of Exchangeable the Preferred Stock then outstanding shall be made in the following manner: 4.1.1. Each holder of Preferred Stock shall be entitled to be paid out receive, after distribution of any of the assets of the Corporation available for distribution to its stockholders an amount in cash equal to $10 for each share outstanding, plus an amount in cash equal to all accrued but unpaid dividends (whether or not earned or declared) thereon to the date fixed for liquidation, dissolution or winding up before any payment shall be made or any assets distributed to the holders of any other series or class of capital stock of the Junior Securities; providedCorporation ranking senior to the Preferred Stock with respect to the Liquidation ("Senior Stock"), however, that pro rata with any shares of Parity Stock (in proportion to their respective liquidation preferences) and prior and in preference to any distribution of any of the assets of the Corporation to the holders of outstanding any shares of the Exchangeable Junior Stock, by reason of their ownership of such stock, an amount per share of Preferred Stock shall not held by such holder (the "Liquidation Amount") equal to the greater of (i) the Preference Amount as of the date of the Liquidation and (ii) the amount such holder would be entitled to receive with respect to the Liquidation if such liquidation payment until share had been converted immediately prior to the liquidation payments on all outstanding effectiveness of the Liquidation into shares of Common Stock pursuant to the provisions of Section 6 hereof. If after distribution of any of the assets of the Corporation to the holders of any shares of Senior SecuritiesStock, the assets of the Corporation shall be insufficient to permit the payment in full to the holders of the Preferred Stock of the full Liquidation Amount and the payment in full to the holders of any shares of Parity Stock of the liquidation preference applicable to such Parity Stock, then the entire remaining assets of the Corporation legally available for distribution shall be distributed ratably among the holders of Preferred Stock and Parity Stock, to the exclusion of any Junior Stock, in accordance with the respective amounts which would be payable in respect of the shares held by each of them upon such distribution if any, shall have been all amounts payable on or in respect of such shares were paid in full. 4.1.2. Except as provided in After payment has been made to the preceding sentence, holders of Exchangeable Preferred Stock of the full amount to which they are entitled pursuant to Section 4.1.1, the holders of Preferred Stock shall not be entitled to any distribution in the event further distributions of liquidation, dissolution or winding up of the affairs of the Corporation. If the assets of the Corporation are not sufficient to pay in full the liquidation payments payable with respect to the holders Liquidation. 4.1.3. The Corporation shall give written notice of outstanding shares a Liquidation to each holder of the Exchangeable record of Preferred Stock and any Parity Securities, then at least 30 days prior to the holders of such shares shall share ratably date for payment or distribution to stockholders stated in such distribution of assets in accordance with the amount which would be payable on such distribution if the amounts to which the holders of outstanding shares of Exchangeable Preferred Stock and the holders of outstanding shares of such other Parity Securities are entitled were paid in full. (b) For the purpose of this paragraph 3 of this Section 5.4, neither the voluntary sale, lease, conveyance, exchange or transfer (for cash, shares of stock, securities or other consideration) of all or substantially all the property or assets of the Corporation nor the consolidation or merger of the Corporation with one or more other corporations shall be deemed to be a liquidation, dissolution or winding up, voluntary or involuntary, unless such voluntary sale, lease, conveyance, exchange or transfer shall be in connection with a plan of liquidation, dissolution or winding up of the business of the Corporation's notice.

Liquidation Preference. (a) In the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation, the holders of shares of Exchangeable Series C Preferred Stock then outstanding shall be entitled to be paid out of the assets of the Corporation available for distribution to its stockholders an amount in cash equal to $10 100.00 for each share outstanding, plus an amount in cash equal to all accrued but unpaid dividends (whether or not earned or declared) thereon to the date fixed for liquidation, dissolution or winding up up, before any payment shall be made or any assets distributed to the holders of any of the Junior Securities; provided, however, that the holders of outstanding shares of the Exchangeable Preferred Stock shall not be entitled to receive such liquidation payment until the liquidation payments on all outstanding shares of Senior Securities, if any, shall have been paid in full. Except as provided in the preceding sentence, holders of Exchangeable Preferred Stock shall not be entitled to any distribution in the event of liquidation, dissolution or winding up of the affairs of the Corporation. If the assets of the Corporation are not sufficient to pay in full the liquidation payments payable to the holders of outstanding shares of the Exchangeable Series C Preferred Stock and any Parity SecuritiesSeries B Preferred Stock, then the holders of all such shares shall share ratably in such distribution of assets in accordance with the amount which would be payable on such distribution if the amounts to which the holders of outstanding shares of Exchangeable Series C Preferred Stock and the holders of outstanding shares of such other Parity Securities Series B Preferred Stock are entitled were paid in full. (b) The liquidation payment with respect to each fractional share of Series C Preferred Stock outstanding or accrued but unpaid shall be equal to a ratably proportionate amount of the liquidation payment with respect to each outstanding share of Series C Preferred Stock. (c) For the purpose of this paragraph 3 purposes of this Section 5.44, neither the voluntary sale, conveyance, lease, conveyance, exchange or transfer (for cash, shares of stock, securities or other consideration) of all or substantially all the property or assets of the Corporation nor or the consolidation or merger of the Corporation with one or more other corporations shall be deemed to be a liquidation, dissolution or winding up, voluntary or involuntary, unless such voluntary sale, conveyance, lease, conveyance, exchange or transfer shall be in connection with a plan of liquidation, dissolution or winding up of the business of the Corporation.

Liquidation Preference. (a) In the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation, the holders of shares of Exchangeable Preferred Stock then outstanding shall be entitled to be paid out whether voluntary or involuntary, before any payment or distribution of the assets of the Corporation available for distribution to its stockholders an amount in cash equal to $10 for each share outstanding, plus an amount in cash equal to all accrued but unpaid dividends (whether capital or not earned surplus) shall be made to or declared) thereon set apart for the holders of Common Stock or any other series or class or classes of stock of the Corporation ranking junior to the date fixed for Series D Preferred Stock, upon liquidation, dissolution or winding up before any payment shall be made or any assets distributed to up, the holders of any of the Junior Securities; provided, however, that the holders of outstanding shares of the Exchangeable Series D Preferred Stock shall not be entitled to receive $450.00 per share plus an amount equal to all dividends declared and unpaid thereon to the date of final distribution to such liquidation payment until holders; in addition, such holders shall also be entitled to share ratably with the liquidation payments on all outstanding holders of the shares of Senior Securities, if any, shall have been paid in full. Except Common Stock as provided in the preceding sentenceparagraph (b) of this Section (4). If, holders of Exchangeable Preferred Stock shall not be entitled to upon any distribution in the event of liquidation, dissolution or winding up of the affairs of the Corporation. If , the assets of the Corporation are not sufficient Corporation, or proceeds thereof, distributable among the holders of the shares of Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock and any other shares of stock ranking, as to liquidation, dissolution or winding up, on a parity with the Series D Preferred Stock, shall be insufficient to pay in full the liquidation preferential amount aforesaid and liquidating payments payable to in respect thereof, then such assets, or the proceeds thereof, shall be distributed among the holders of outstanding shares of the Exchangeable Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock and any Parity Securities, then the holders of such shares shall share other stock ratably in such distribution of assets in accordance with the amount respective amounts which would be payable on such distribution if the amounts to which the holders of outstanding shares of Exchangeable Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock and the holders of outstanding shares of any such other Parity Securities are entitled stock if all amounts payable thereon were paid in full. (b) . For the purpose of this paragraph 3 purposes of this Section 5.4(4), neither the voluntary sale, lease, conveyance, exchange or transfer (for cash, shares of stock, securities or other considerationi) of all or substantially all the property or assets of the Corporation nor the a consolidation or merger of the Corporation with one or more other corporations entities, (ii) a sale or transfer of all or substantially all of the Corporation's assets or (iii) a statutory share exchange shall not be deemed to be a liquidation, dissolution or winding up, voluntary or involuntary; provided, unless such voluntary salehowever, leasethat any subsequent distribution, conveyance, exchange or transfer shall be in connection with a plan of liquidation, dissolution or winding up of the business Corporation shall remain subject to this Section (4). (b) Subject to the rights of the holders of shares of any series or class or classes of stock ranking on a parity with or prior to Series D Preferred Stock, upon any liquidation, dissolution or winding up of the Corporation, after payment shall have been made in full to the holders of Series D Preferred Stock, as provided in paragraph (a) of this Section (4), holders of shares of Series D Preferred Stock shall be entitled to share ratably with holders of shares of Common Stock and any other class or series entitled to participate with the Common Stock in the event of liquidation, dissolution or winding up, in any and all assets remaining to be paid or distributed, such that distributions shall be made in respect of each share of Series D Preferred Stock in an amount equal to the distributions made in respect of the number of shares of Common Stock into which such share of Series D Preferred Stock is then convertible.

Liquidation Preference. (aA) In The Series D Preferred Stock shall be preferred over the Common Stock or any other class or series of stock ranking junior to the Series D Preferred Stock as to distribution of assets in the event of any liquidation or dissolution or winding up of the Corporation and, in any such event, the holders of the Series D Preferred Stock shall be entitled to receive, after payment or provision for payment of the debts and other liabilities of the Corporation, out of the assets of the Corporation available for distribution to its stockholders, $100 per share, and no more, together with an amount equal to all dividends accrued and unpaid thereon to the date of final distribution, for each share of the Series D Preferred Stock held by them before any distribution of the assets shall be made to the holders of the Common Stock or any other class or series of stock ranking junior to the Series D Preferred Stock as to distribution of assets. Upon any liquidation, dissolution or winding up of the Corporation, after payment shall have been made in full on the Series D Preferred Stock as provided in the preceding sentence, but not prior thereto, the Common Stock or any other series or class of stock ranking junior to the Series D Preferred Stock as to distribution of assets shall, subject to the respective terms and provisions, if any, applying thereto, be entitled to receive any and all assets remaining to be paid or distributed and the Series D Preferred Stock shall not be entitled to share therein. (B) If, upon any liquidation or dissolution or winding up of the Corporation, the amounts payable on or with respect to the Series D Preferred Stock are not paid in full, the holders of shares of the Series D Preferred Stock, together with all classes or series of stock ranking on a parity with the Series D Preferred Stock as to distribution of assets, shall share ratably in any distribution of assets according to the respective amounts which would be payable in respect of the shares held by them upon such distribution if all amounts payable on or with respect to the Series D Preferred Stock and any other class or series of stock that so ranks on a parity with the Series D Preferred Stock were paid in full. (C) Neither the merger or consolidation of the Corporation with or into another corporation nor the sale, lease or other transfer of all or substantially all of the assets of the Corporation shall be deemed to be a liquidation or dissolution or winding up of the Corporation. (D) Written notice of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation, stating the holders of shares of Exchangeable Preferred Stock then outstanding payment date and the place where the distributable amount shall be entitled to be paid out payable and containing a statement of the assets of the Corporation available for distribution to its stockholders an amount in cash equal to $10 for each share outstandingconversion right set forth hereinafter, plus an amount in cash equal to all accrued but unpaid dividends shall be given by mail, not less than thirty (whether or not earned or declared30) thereon days prior to the payment date fixed for liquidationstated herein, dissolution or winding up before any payment shall be made or any assets distributed to the holders of any record of the Junior Securities; provided, however, that the holders of outstanding shares of the Exchangeable Series D Preferred Stock at their respective addresses as the same shall not be entitled to receive such liquidation payment until then appear on the liquidation payments on all outstanding shares of Senior Securities, if any, shall have been paid in full. Except as provided in the preceding sentence, holders of Exchangeable Preferred Stock shall not be entitled to any distribution in the event of liquidation, dissolution or winding up of the affairs of the Corporation. If the assets of the Corporation are not sufficient to pay in full the liquidation payments payable to the holders of outstanding shares of the Exchangeable Preferred Stock and any Parity Securities, then the holders of such shares shall share ratably in such distribution of assets in accordance with the amount which would be payable on such distribution if the amounts to which the holders of outstanding shares of Exchangeable Preferred Stock and the holders of outstanding shares of such other Parity Securities are entitled were paid in full. (b) For the purpose of this paragraph 3 of this Section 5.4, neither the voluntary sale, lease, conveyance, exchange or transfer (for cash, shares of stock, securities or other consideration) of all or substantially all the property or assets of the Corporation nor the consolidation or merger of the Corporation with one or more other corporations shall be deemed to be a liquidation, dissolution or winding up, voluntary or involuntary, unless such voluntary sale, lease, conveyance, exchange or transfer shall be in connection with a plan of liquidation, dissolution or winding up of the business books of the Corporation.

Liquidation Preference. (a) In the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation, the holders of shares of Exchangeable Series A Preferred Stock then outstanding shall be entitled to be paid out of the assets of the Corporation available for distribution to its stockholders an amount in cash equal to $10 the Stated Value for each share outstanding, plus an amount in cash equal to all accrued but unpaid dividends (whether or not earned or declared) thereon to the date fixed for liquidation, dissolution or winding up before any payment shall be made or any assets distributed to the holders of any of the Junior Securities; provided, however, that Securities (the holders "Liquidation Preference"). No full preferential payment on account of outstanding shares of the Exchangeable Preferred Stock shall not be entitled to receive such liquidation payment until the liquidation payments on all outstanding shares of Senior Securities, if any, shall have been paid in full. Except as provided in the preceding sentence, holders of Exchangeable Preferred Stock shall not be entitled to any distribution in the event of liquidation, dissolution or winding up of the affairs Corporation, whether voluntary or involuntary, shall be made to the holders of any class of Equivalent Securities (as hereinafter defined in Section 5 below) unless there shall likewise be paid at the Corporationsame time to holders of Series A Preferred Stock the full amounts to which such holders are entitled with respect to such distribution. If the assets of the Corporation are not sufficient to pay in full the liquidation payments payable to the holders of outstanding shares of the Exchangeable Series A Preferred Stock and any Parity outstanding shares of Equivalent Securities, then the holders of all such shares shall share ratably in such distribution of assets in accordance with the amount which full respective preferential amounts that would be payable on such distribution if the amounts to which the holders of outstanding shares of Exchangeable Series A Preferred Stock and the holders of outstanding such shares of such other Parity Equivalent Securities are entitled if all amounts payable thereon were paid in full. (b) For the purpose of this paragraph 3 purposes of this Section 5.44, neither (i) the voluntary sale, lease, conveyance, exchange or transfer (for cash, shares of stock, securities or other consideration) of all or substantially all of the property or assets of the Corporation nor (unless and until such sale, conveyance, exchange or transfer is followed by the dissolution of the Corporation pursuant to the DGCL) or (ii) the consolidation or merger of the Corporation with one or more other corporations companies or entities shall not be deemed to be a liquidation, dissolution or winding up, voluntary or involuntary, unless such voluntary sale, lease, conveyance, exchange or transfer shall be in connection with a plan of liquidation, dissolution or winding up of the business of the Corporation.

Liquidation Preference. (a) In the event of 4.1 Upon any voluntary or involuntary liquidation, dissolution dissolution, or winding up of the affairs of the CorporationIssuer, no distribution shall be made: (a) to the holders of shares of Exchangeable Preferred Stock then outstanding Junior Securities unless, prior thereto, each Holder shall be entitled to be paid out of the assets of the Corporation available for distribution to its stockholders an amount have received a liquidation payment in cash equal to $10 for each share outstanding, plus an amount in cash of outstanding Cumulative Preferred Stock held by it equal to all the Liquidation Preference with respect to such share plus any accrued but and unpaid dividends (and distributions thereon, whether or not earned or declared) thereon , to the date fixed for liquidation, dissolution dissolution, or winding up before any payment shall be made (including an amount equal to a prorated dividend for the period from the last Dividend Payment Date to the date fixed for liquidation, dissolution, or any assets distributed winding up); or (b) to the holders of any of the Junior Securities; providedExisting Preferred Stock, however, that the holders of outstanding shares of the Exchangeable Cumulative Preferred Stock shall not be entitled to receive such liquidation payment until or any other class or series of Parity Stock, except distributions made ratably on the liquidation payments on all outstanding shares of Senior SecuritiesExisting Preferred Stock, if any, shall have been paid in full. Except as provided in the preceding sentence, holders of Exchangeable Preferred Stock shall not be entitled to any distribution in the event of liquidation, dissolution or winding up of the affairs of the Corporation. If the assets of the Corporation are not sufficient to pay in full the liquidation payments payable to the holders of outstanding shares of the Exchangeable Cumulative Preferred Stock and any each other class or series of Parity Securities, then the holders of such shares shall share ratably Stock in such distribution of assets in accordance with the amount which would be payable on such distribution if proportion to the amounts to which the holders of outstanding shares of Exchangeable the Existing Preferred Stock, Cumulative Preferred Stock and or other Parity Stock are entitled upon such liquidation, dissolution, or winding up; or (c) to the holders of outstanding Cumulative Preferred Stock, except distributions made ratably on such Cumulative Preferred Stock in proportion to the total amounts to which the Holders of all such shares are entitled upon such liquidation, dissolution, or winding up. After payment in cash and in full of the Liquidation Preference of the Cumulative Preferred Stock plus any accrued and unpaid dividends thereon compounded quarterly to the date of liquidation, dissolution, or winding up (including an amount equal to a prorated dividend for the period from the last Dividend Payment Date to the date fixed for liquidation, dissolution, or winding up), Holders shall not be entitled to receive any additional cash, property, or other assets of the Issuer upon liquidation, dissolution, or winding up of the Issuer with respect to such shares of such other Parity Securities are entitled were paid in fullCumulative Preferred Stock. (b) 4.2 For the purpose of this paragraph 3 purposes of this Section 5.44, neither the voluntary sale, lease, conveyance, exchange or transfer (for cash, shares of stock, securities or other consideration) of all or substantially all of the property or assets of the Corporation Issuer nor the consolidation or merger of the Corporation Issuer with one or more any other corporations corporation shall be deemed to be a voluntary or involuntary liquidation, dissolution dissolution, or winding up, voluntary or involuntaryup of the Issuer, unless such voluntary sale, lease, conveyance, exchange or transfer shall be in connection with a plan of liquidation, dissolution dissolution, or winding up of the business of the CorporationIssuer.

Liquidation Preference. (a) In the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation, the holders of shares of Exchangeable Preferred Stock then outstanding shall be entitled to be paid out whether voluntary or involuntary, before any payment or distribution of the assets of the Corporation available (whether capital or surplus) shall be made to or set apart for distribution the holders of Common Stock or any other series or class or classes of stock of the Corporation ranking junior to its stockholders an amount in cash equal the Preferred Stock upon liquidation, dissolution or winding up, the holders of the shares of Preferred Stock shall be entitled to receive $10 for each 10.00 per share outstanding, plus an amount in cash per share equal to all accrued but unpaid dividends (whether or not earned or declared) accrued and unpaid thereon to the date fixed for liquidation, dissolution or winding up before any payment shall be made or any assets distributed of final distribution to the such holders; but such holders of any of the Junior Securities; provided, however, that the holders of outstanding shares of the Exchangeable Preferred Stock shall not be entitled to receive such liquidation payment until the liquidation payments on all outstanding shares of Senior Securities, if any, shall have been paid in full. Except as provided in the preceding sentence, holders of Exchangeable Preferred Stock shall not be entitled to any distribution in the event further payment. No payment on account of any liquidation, dissolution or winding up of the affairs Corporation shall be made to the holders of any class or series of stock ranking on a parity with the Preferred Stock in respect of the distribution of assets upon dissolution, liquidation or winding up unless there shall likewise be paid at the same time to the holders of the Preferred Stock like proportionate amounts determined ratably in proportion to the full amounts to which the holders of all outstanding shares of Preferred Stock and the holders of all outstanding shares of such parity stock are respectively entitled with respect to such distribution. If, upon any liquidation, dissolution or winding up of the Corporation. If , the assets of the Corporation are not sufficient Corporation, or proceeds thereof, distributable among the holders of the shares of Preferred Stock shall be insufficient to pay in full the liquidation preferential amount aforesaid and liquidating payments payable on any other shares of stock ranking, as to liquidation, dissolution or winding up, on a parity with the Preferred Stock, then such assets, or the proceeds thereof, shall be distributed among the holders of outstanding shares of the Exchangeable Preferred Stock and any Parity Securities, then the holders of such shares shall share other stock ratably in such distribution of assets in accordance with the amount respective amounts which would be payable on such distribution if the amounts to which the holders of outstanding shares of Exchangeable Preferred Stock and the holders of outstanding shares of any such other Parity Securities are entitled stock if all amounts payable thereon were paid in full. (b) . For the purpose of this paragraph 3 purposes of this Section 5.44, neither the voluntary sale, lease, conveyance, exchange or transfer (for cash, shares of stock, securities or other consideration) of all or substantially all the property or assets of the Corporation nor the a consolidation or merger of the Corporation with one or more corporations or other corporations entities nor a sale, lease, exchange or transfer of all or any part of the Corporation's assets for cash, securities or other property shall be deemed to be a liquidation, dissolution or winding up, voluntary or involuntary. (b) Subject to the rights of the holders of shares of any series or class or classes of stock ranking on a parity with or prior to the Preferred Stock upon liquidation, unless such voluntary saledissolution or winding up, lease, conveyance, exchange or transfer shall be in connection with a plan of upon any liquidation, dissolution or winding up of the business Corporation, after payment shall have been made in full to the holders of Preferred Stock, as provided in this Section 4, any other series or class or classes of stock ranking junior to the Preferred Stock upon liquidation, dissolution or winding up shall, subject to the respective terms and provisions (if any) applying thereto, be entitled to receive any and all assets remaining to be paid or distributed, and the holders of Preferred Stock shall not be entitled to share therein. (c) Written notice of any liquidation, dissolution or winding up of the Corporation., stating the payment date or dates when and the place or places where the amounts distributable in such circumstances shall be payable, shall be given by first class mail, postage prepaid, not less than 30 days prior to any payment date stated therein, to the

Liquidation Preference. (a) In the event of any voluntary or involuntary a liquidation, dissolution dissolution, or winding up of the affairs of the Corporation, whether voluntary or involuntary, the holders of shares of Exchangeable Series C Convertible Preferred Stock then outstanding shall be entitled to be paid receive out of the assets of the Corporation available for distribution to its stockholders Corporation, whether such assets constitute stated capital or surplus of any nature, an amount in cash per share of Series C Convertible Preferred Stock equal to $10 for each share outstanding, plus an amount in cash equal to the sum of (I) all dividends accrued but and unpaid dividends (whether or not earned or declared) thereon to the date fixed for liquidationof final distribution to such holders, dissolution or winding up (ii) accrued and unpaid interest on dividends in arrears to the date of distribution at the rate specified in Section 4(a), and (iii) $3.375 (collectively, the "Liquidation Preference"), and no more, before any payment shall be made or any assets distributed to the holders of Common Stock or any of the Junior Securities; provided, however, that the holders of outstanding shares of the Exchangeable Preferred Stock shall not be entitled to receive such liquidation payment until the liquidation payments on all outstanding shares of Senior Securities, if any, shall have been paid in full. Except as provided in the preceding sentence, holders of Exchangeable Preferred Stock shall not be entitled to any distribution in the event of liquidation, dissolution other class or winding up of the affairs series of the Corporation's capital stock ranking junior as to liquidation rights to the Series C Convertible Preferred Stock (collectively, the "Junior Liquidation Stock"). If the assets of the Corporation available for distribution to its stockholders are not sufficient insufficient to pay in the full the liquidation payments Liquidation Preference payable to the Series C Convertible Preferred Stock and the full liquidation preferences of any other class or series of the Corporation's capital stock having parity as to liquidation rights with the Series C Convertible Preferred Stock (the "Parity Liquidation Stock") then the entire assets of the Corporation available for distribution shall be distributed ratably among the holders of outstanding the Series C Convertible Preferred Stock and the Parity Liquidation Stock in proportion to the respective preferential amounts to which each is entitled (but only to the extent of such preferential amounts). After payment in full of the liquidation price of the shares of the Exchangeable Series C Convertible Preferred Stock and any the Parity SecuritiesLiquidation Stock, then the holders of such shares shall share ratably not be entitled to any further participation in such any distribution of assets in accordance with by the amount which would be payable on such distribution if the amounts to which the holders of outstanding shares of Exchangeable Preferred Stock and the holders of outstanding shares of such other Parity Securities are entitled were paid in full. (b) For the purpose of this paragraph 3 of this Section 5.4, neither the voluntary sale, lease, conveyance, exchange or transfer (for cash, shares of stock, securities or other consideration) of all or substantially all the property or assets of the Corporation nor the Corporation. Neither a consolidation or merger of the Corporation with one another corporation nor a sale or more transfer of all or part of the Corporation's assets for cash, securities, or other corporations shall property in and of itself will be deemed to be considered a liquidation, dissolution or winding updissolution, voluntary or involuntary, unless such voluntary sale, lease, conveyance, exchange or transfer shall be in connection with a plan of liquidation, dissolution or winding up of the business of the Corporation.

Liquidation Preference. (a) A. In the event of any voluntary or involuntary a liquidation, dissolution or winding up of the affairs Corporation, whether voluntary or involuntary, the Holders of then-outstanding shares of Series A Preferred Stock shall be entitled to receive, out of the assets of the Corporation, prior and in preference to the holders of any Junior Securities, whether such assets are capital or surplus of any nature, an amount per share equal to the greater of (i) the sum of (A) the Share Purchase Price plus (B) an amount equal to the unpaid dividends, if any, accumulated or deemed to have accumulated thereon (including any Arrearages and any dividends accumulated thereon) through and including the date of final distribution to such Holders, whether or not such dividends are declared, plus (C) the Make-Whole Amount, and (ii) the amount that would be payable to such Holders if the Holders had converted all outstanding shares of Exchangeable Series A Preferred Stock then outstanding into shares of Common Stock immediately prior to such liquidation, dissolution or winding up (the "Liquidation Preference"). After any such payment in full, the Holders, only in their capacity as such, shall not be entitled to be paid out any further participation in any distribution of assets of the Corporation. All the assets of the Corporation available for distribution to its stockholders an amount after the liquidation preferences of any Senior Liquidation Securities shall be distributed ratably (in cash equal to $10 for each share outstanding, plus an amount in cash equal to all accrued but unpaid dividends (whether or not earned or declared) thereon proportion to the date fixed for full distributable amounts to which Holders and Parity Liquidation Securities (including the Series B Preferred Stock) are respectively entitled upon such liquidation, dissolution dissolution, or winding up before any payment shall be made or any assets distributed to up) among the holders of any Holders of the Junior Securities; provided, however, that the holders of then-outstanding shares of the Exchangeable Series A Preferred Stock shall not be entitled to receive and Parity Liquidation Securities (including the Series B Preferred Stock) when such liquidation payment until the liquidation payments on all outstanding shares of Senior Securities, if any, shall have been paid in full. Except as provided in the preceding sentence, holders of Exchangeable Preferred Stock shall not be entitled to any distribution in the event of liquidation, dissolution or winding up of the affairs of the Corporation. If the assets of the Corporation are not sufficient to pay in full the liquidation payments aggregate amounts payable thereon. The Corporation shall not make any distribution of assets upon such liquidation, dissolution or winding up in respect of any Junior Liquidation Securities, either directly or indirectly, unless prior to such distribution, the holders Liquidation Preference shall have been paid in full in respect of all outstanding shares of the Exchangeable Series A Preferred Stock, Series B Preferred Stock and any Parity Securities, then the holders of such shares shall share ratably in such distribution of assets in accordance with the amount which would be payable on such distribution if the amounts to which the holders of outstanding shares of Exchangeable Preferred Stock and the holders of outstanding shares of such other Parity Securities are entitled were paid in full. (b) For the purpose of this paragraph 3 of this Section 5.4, neither the Liquidation Securities. Neither a voluntary sale, lease, conveyance, exchange or transfer (for cash, shares of stock, securities or other consideration) of all or substantially all the property or assets of the Corporation nor the consolidation or merger of the Corporation with one or more into any other corporations Person or Persons, nor a sale, conveyance, lease, exchange or transfer of all or substantially all of the Corporation's assets for cash, securities or other property to a Person or Persons shall be deemed to be a liquidation, dissolution or winding up, voluntary or involuntary, unless such voluntary sale, lease, conveyance, exchange or transfer shall be in connection with a plan of liquidation, dissolution or winding up of the business Corporation for purposes of the Corporationthis Article IV.

Liquidation Preference. (a) In the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation, the holders of the shares of Exchangeable Series A Preferred Stock then outstanding shall be entitled to be paid out of the assets of the Corporation available for distribution to its stockholders an amount stockholders, prior and in cash equal preference to $10 for each share outstanding, plus an amount in cash equal to all accrued but unpaid dividends (whether or not earned or declared) thereon to any distribution of any of the date fixed for liquidation, dissolution or winding up before any payment shall be made or any assets distributed of the Corporation to the holders of any common stock or any other class or series of capital stock ranking junior to the Series A Preferred Stock, an amount in cash per outstanding share of the Junior Securities; provided, however, that the holders of outstanding shares of the Exchangeable Series A Preferred Stock shall not be entitled equal to receive such liquidation payment until $1.00 (the liquidation payments on all outstanding shares of Senior Securities, if any, shall have been paid in full. Except as provided in the preceding sentence, holders of Exchangeable Preferred Stock shall not be entitled to any distribution in the event of liquidation, dissolution or winding up of the affairs of the Corporation"Series A Liquidation Preference"). If the assets of the Corporation are not sufficient to pay in full the liquidation payments Series A Liquidation Preference payable to the holders of outstanding shares of the Exchangeable Series A Preferred Stock and any Parity Securitiesthe liquidation preference of all other securities that rank pari passu with the Series A Preferred Stock, then the holders of all such shares shall share ratably in such distribution of assets in accordance with proportion to the amount which would be payable on such distribution if the amounts Series A Liquidation Preference to which the holders of outstanding shares of Exchangeable Series A Preferred Stock and the liquidation preferences to which the holders of outstanding shares of such other Parity Securities securities that rank pari passu with the Series A Preferred Stock are entitled were paid in full. (b) . Upon any such liquidation, dissolution or winding up of the Corporation, after the holders of Series A Preferred Stock shall have been paid in full their Series A Liquidation Preference, the holders of shares of Series A Preferred Stock shall not be entitled to share in any further distribution of assets. For the purpose of this paragraph 3 purposes of this Section 5.42, neither the voluntary sale, lease, conveyance, exchange or transfer (for cash, shares of stock, securities or other consideration) of all or substantially all of the property property, assets or assets outstanding equity securities of the Corporation nor or the merger or consolidation or merger of the Corporation with one or more other corporations shall be deemed to be a liquidation, dissolution or winding up, voluntary or involuntary, unless such of the Corporation. Written notice of any voluntary sale, lease, conveyance, exchange or transfer shall be in connection with a plan of involuntary liquidation, dissolution or winding up of the business affairs of the Corporation, stating the payment date and the place where the distributable amount shall be payable, shall be given by mail, postage prepaid, not less than 60 days prior to the payment date stated therein, to the holders of record of the Series A Preferred Stock at their respective addresses as the same shall then appear on the books of the Corporation.

Liquidation Preference. (a) In the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the CorporationCompany, the holders of shares of Exchangeable Preferred Stock then outstanding shall be entitled to be paid out whether voluntary or involuntary, before any payment or distribution of the assets of the Corporation available Company shall be made to or set apart for distribution the holders of Junior Shares, the holders of the Series C Preferred Stock shall be entitled to its stockholders an amount in cash equal to receive $10 for each 25 per share outstanding, (the “Liquidation Preference”) plus an amount in cash per share equal to all accrued but unpaid dividends (whether or not earned or declared) accumulated and unpaid thereon to to, but not including, the date fixed for liquidation, dissolution or winding up before any payment shall be made or any assets distributed of final distribution to the such holders; but such holders of any of the Junior Securities; provided, however, that the holders of outstanding shares of the Exchangeable Preferred Stock shall not be entitled to receive such liquidation payment until the liquidation payments on all outstanding shares of Senior Securities, if any, shall have been paid in full. Except as provided in the preceding sentence, holders of Exchangeable Series C Preferred Stock shall not be entitled to any distribution in the event of further payment. If, upon any such liquidation, dissolution or winding up of the affairs of the Corporation. If Company, the assets of the Corporation are not sufficient Company, or proceeds thereof, distributable among the holders of the Series C Preferred Stock shall be insufficient to pay in full the liquidation preferential amount aforesaid and liquidating payments payable to on any other Parity Shares, then such assets, or the proceeds thereof, shall be distributed among the holders of outstanding shares of the Exchangeable such Series C Preferred Stock and any such other Parity Securities, then the holders of such shares shall share Shares ratably in such distribution of assets in accordance with the amount which respective amounts that would be payable on such distribution if the amounts to which the holders of outstanding shares of Exchangeable Series C Preferred Stock and the holders of outstanding shares of any such other Parity Securities are entitled Shares if all amounts payable thereon were paid in full. (b) . For the purpose of this paragraph 3 purposes of this Section 5.44, neither none of (i) a consolidation or merger of the voluntary saleCompany with one or more entities, lease, conveyance, (ii) a statutory stock exchange or (iii) a sale or transfer (for cash, shares of stock, securities or other consideration) of all or substantially all the property or assets of the Corporation nor the consolidation or merger of the Corporation with one or more other corporations Company’s assets shall be deemed to be a liquidation, dissolution or winding up, voluntary or involuntary, unless such voluntary saleof the Company. (b) Subject to the rights of the holders of Parity Shares, lease, conveyance, exchange or transfer shall be in connection with a plan of upon any liquidation, dissolution or winding up of the business Company, after payment shall have been made in full to the holders of the CorporationSeries C Preferred Stock, as provided in this Section 4, any series or class or classes of Junior Shares shall, subject to any respective terms and provisions applying thereto, be entitled to receive any and all assets remaining to be paid or distributed, and the holders of the Series C Preferred Stock shall not be entitled to share therein.

Liquidation Preference. (a) In Upon any liquidation, dissolution or winding up, or any other distribution of the event assets, of any the Company (whether voluntary or involuntary involuntary), each holder of Series A Convertible Preferred Stock shall be entitled to be paid, before any distribution or payment is made upon any Junior Securities but after payment is made on any Senior Securities, an amount equal to the greater of (i) the aggregate Liquidation Preference (as defined in Section 10 hereof) of all shares of Series A Convertible Preferred Stock held by such holder and (ii) such amount as would have been payable in respect of all shares of Series A Convertible Preferred Stock held by such holder had all such shares of Series A Convertible Preferred Stock been converted into Common Stock pursuant to Section 5 immediately prior to (and on the date fixed for) the liquidation, dissolution or winding up of the affairs of the CorporationCompany, and the holders of shares of Exchangeable Preferred Stock then outstanding shall be entitled to be paid out of the assets of the Corporation available for distribution to its stockholders an amount in cash equal to $10 for each share outstanding, plus an amount in cash equal to all accrued but unpaid dividends (whether or not earned or declared) thereon to the date fixed for liquidation, dissolution or winding up before any payment shall be made or any assets distributed to the holders of any of the Junior Securities; provided, however, that the holders of outstanding shares of the Exchangeable Preferred Stock shall not be entitled to receive such liquidation payment until the liquidation payments on all outstanding shares of Senior Securities, if any, shall have been paid in full. Except as provided in the preceding sentence, holders of Exchangeable Series A Convertible Preferred Stock shall not be entitled to any distribution further payment in respect thereof or have any claim or right to any assets of the event of Company. If upon any such liquidation, dissolution or winding up of the affairs of Company the Corporation. If the Company’s assets of the Corporation are not sufficient to pay in full the liquidation payments payable to be distributed among the holders of outstanding shares of the Exchangeable Series A Convertible Preferred Stock and any Parity Securities are insufficient to permit payment to such holders of the Series A Convertible Preferred Stock of the aggregate amount which they are entitled to be paid under this Section 3 and such holders of Parity Securities of the aggregate amount which they are entitled to be paid in accordance with the terms of such Parity Securities, then the entire assets available to be distributed to the Company’s stockholders shall be distributed pro rata among the holders of such shares shall share ratably in such distribution of assets the Series A Convertible Preferred Stock (based on the respective Liquidation Preferences thereof) and any Parity Securities in accordance with the amount which full respective preferential payments that would be payable on such distribution if the amounts to which the holders of outstanding shares of Exchangeable Series A Convertible Preferred Stock and the holders of outstanding such shares of such other Parity Securities are entitled if all amounts payable thereon were paid payable in full. (b) The value of any property not consisting of cash that is distributed by the Company to the holders of the Series A Convertible Preferred Stock will equal the fair market value as determined by the Board of Directors of the Company in good faith. For the purpose avoidance of this paragraph 3 doubt, the amount deemed distributed to the holders of this Section 5.4, neither the voluntary sale, lease, conveyance, exchange or transfer (for cash, shares of stock, securities or other consideration) of all or substantially all the property or assets of the Corporation nor the consolidation or merger of the Corporation with one or more other corporations shall be deemed to be a Series A Preferred Stock upon any liquidation, dissolution or winding up, voluntary or involuntaryany other distribution of the assets, unless of the Company in consideration for the shares of Series A Preferred Stock held by such voluntary sale, lease, conveyance, exchange or transfer holders shall be the cash or fair market value of the securities or other property as determined by the Board in connection good faith distributed to such holders in such liquidation, dissolution or winding up, or other distribution of the assets, of the Company. (c) For purposes of this Section 3, the merger or consolidation of the Company with any other corporation or other entity or the sale or exchange (for cash, securities or other property) of all or substantially all of the assets of the Company shall be deemed to constitute a plan liquidation of the Company and the proceeds thereof shall be distributed in accordance with this Section 3. (d) In the event of a liquidation, dissolution or winding up in accordance with Section 3(a) (subject to Section 3(c)) if any portion of the business consideration payable to the stockholders of the CorporationCompany is payable only upon satisfaction of contingencies (the “Additional Consideration”), (i) the portion of such consideration that is not Additional Consideration (such portion, the “Initial Consideration”) shall be allocated among the holders of capital stock of the Company in accordance with this Section 3 as if the Initial Consideration were the only consideration payable in connection with such liquidation, dissolution or winding up; and (ii) any Additional Consideration which becomes payable to the stockholders of the Company upon satisfaction of such contingencies shall be allocated among the holders of capital stock of the Company in accordance with this Section 3 after taking into account the previous payment of the Initial Consideration as part of the same transaction. For the purposes of this Section 3(d), consideration placed into escrow or retained as a holdback to be available for satisfaction of indemnification or similar obligations in connection with such liquidation, dissolution or winding up shall be deemed to be Additional Consideration. (e) The Company shall not effectuate any exclusive issuance to all or substantially all holders of the Common Stock shares of Common Stock as a dividend or distribution on shares of the outstanding Common Stock or any share split of the Common Stock (including, if applicable, the Reverse Stock Split (as defined in the Loan Agreement)) or a share combination of Common Stock (each, a “Common Stock Change”) unless, simultaneously in connection therewith, the Company effectuates the same dividend, distribution, split or combination, as applicable, to the Series A Convertible Preferred Stock, mutatis mutandis. The Company shall not effectuate any exclusive issuance to all or substantially all holders of the Series A Convertible Preferred Stock shares of Series A Convertible Preferred Stock as a dividend or distribution on shares of the outstanding Series A Convertible Preferred Stock or any share split of the Series A Convertible Preferred Stock (including, if applicable, the Reverse Stock Split) or a share combination of Series A Convertible Preferred Stock (each, a “Preferred Stock Change”) unless, simultaneously in connection therewith, the Company effectuates the same dividend, distribution, split or combination, as applicable, to the Common Stock, mutatis mutandis.

Liquidation Preference. (a) In the event of any voluntary or involuntary liquidation, dissolution or winding winding-up of the affairs Corporation resulting in a payment or distribution of the Corporation, the holders of shares of Exchangeable Preferred Stock then outstanding shall be entitled to be paid out of the assets of the Corporation available for distribution to its stockholders an amount in cash equal to $10 for each share outstanding, plus an amount in cash equal to all accrued but unpaid dividends (whether or not earned or declared) thereon to the date fixed for liquidation, dissolution or winding up before any payment shall be made or any assets distributed to the holders of any class or series of the Junior Securities; providedCapital Stock of the Corporation, howeverwhether voluntary or involuntary, that before any payment or distribution of the Corporation’s assets (whether capital or surplus) shall be made to or set apart for the holders of outstanding shares Junior Stock, but after any payments or distributions are made on any of the Exchangeable Corporation’s indebtedness and to holders of Senior Stock, holders of Preferred Stock shall not be entitled to receive the Adjusted Liquidation Preference thereof plus an amount equal to all dividends (regardless of whether declared) accumulated and unpaid thereon to the date of final payment or distribution to such liquidation payment until the liquidation payments on all outstanding shares of Senior Securitiesholders, if any, shall have been paid in full. Except as provided in the preceding sentence, holders of Exchangeable Preferred Stock but shall not be entitled to any further payment or other participation in any distribution in of the event assets of the Corporation. If, upon any liquidation, dissolution or winding winding-up of the affairs of Corporation, whether voluntary or involuntary, the Corporation. If ’s assets, or proceeds thereof, distributable among the assets holders of the Corporation Preferred Stock are not sufficient insufficient to pay in full the liquidation preferential amount aforesaid and liquidating payments payable to on any Parity Stock, then such assets, or the proceeds thereof, shall be distributed among the holders of outstanding shares of the Exchangeable Preferred Stock and any other Parity Securities, then the holders of such shares shall share Stock equally and ratably in such distribution of assets in accordance with proportion to the amount which respective amounts that would be payable on such distribution if the amounts to which the holders of outstanding shares of Exchangeable Preferred Stock and the holders of outstanding shares of any such other Parity Securities are entitled Stock if all amounts payable thereon were paid in full. (b) For the purpose of this paragraph 3 of this Section 5.4, neither Neither the voluntary sale, lease, conveyance, exchange or transfer (transfer, for cash, shares of stock, securities or other consideration) , of all or substantially all of the Corporation’s property or assets of the Corporation assets, nor the consolidation consolidation, merger or merger amalgamation of the Corporation with one or more other corporations into any corporation or the consolidation, merger or amalgamation of any corporation with or into the Corporation shall be deemed to be a voluntary or involuntary liquidation, dissolution or winding up, voluntary or involuntary, unless such voluntary sale, lease, conveyance, exchange or transfer shall be in connection with a plan of liquidation, dissolution or winding winding-up of the business of the Corporation. (c) Subject to the rights of the holders of any Parity Stock, after payment has been made in full to the holders of the Preferred Stock, as provided in this Section 5, holders of Junior Stock shall, subject to the respective terms and provisions (if any) applying thereto, be entitled to receive any and all assets remaining to be paid or distributed, and the holders of Preferred Stock shall not be entitled to share therein.

Liquidation Preference. (a) In the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation, the holders of shares of Exchangeable Preferred Stock then outstanding shall be entitled to be paid out of the assets of the Corporation available for distribution to its stockholders an amount in cash equal to $10 for each share outstanding, plus an amount in cash equal to all accrued but unpaid dividends (whether or not earned or declared) thereon to the date fixed for liquidation, dissolution or winding up before any payment shall be made or any assets distributed to the holders of any of the Junior Securities; provided, however, that the holders of outstanding shares of the Exchangeable Preferred Stock shall not be entitled to receive such liquidation payment until the liquidation payments on all outstanding shares of Senior Securities, if any, shall have been paid in full. Except as provided in the preceding sentence, holders of Exchangeable Preferred Stock shall not be entitled to any distribution in the event of liquidation, dissolution or winding up of the affairs of the Corporation. If the assets of the Corporation are not sufficient to pay in full the liquidation payments payable to the holders of outstanding shares of the Exchangeable Preferred Stock and any Parity Securities, then the holders of such shares shall share ratably in such distribution of assets in accordance with the amount which would be payable on such distribution if the amounts to which the holders of outstanding shares of Exchangeable Preferred Stock and the holders of outstanding shares of such other Parity Securities are entitled were paid in full. (b) For Subject to the purpose last sentence of this paragraph 3 of this Section 5.4Section, neither the voluntary sale, lease, conveyance, exchange or transfer (for cash, shares of stock, securities or other consideration) of all or substantially all the property or assets of the Corporation nor the a consolidation or merger of the Corporation with one or more into any other corporations shall corporation or corporations, or a sale of all or substantially all of the assets of the Corporation, shall, at the option of the holders of the 6% Preferred, be deemed to be a liquidation, dissolution or winding up, voluntary or involuntary, unless such voluntary sale, lease, conveyance, exchange or transfer shall be in connection with a plan up within the meaning of liquidation, dissolution or winding up this Section 2 if the shares of stock of the business Corporation (along with all derivative securities) outstanding immediately prior to such transaction represent immediately after such transaction less than a majority of the voting power of the surviving corporation (or of the acquirer of the Corporation's assets in the case of a sale of assets). Such option may be exercised by the vote or written consent of holders of a majority of the 6% Preferred at any time within thirty calendar days after written notice of the essential terms of such transaction shall have been given to the holders of the 6% Preferred as provided in Section 5 hereof. Such notice shall be given by the Corporation immediately following determination of such essential terms. If such option is exercised, the holders of the 6% Preferred shall be entitled to receive, in cash, immediately upon the occurrence of such transaction, an amount per share equal to the Liquidation Preference divided by the difference between 100% and the Applicable Percentage determined pursuant to Section 4 hereof. This Section shall not apply to a business combination in which the Common Stock of the Corporation is converted solely into or exchanged solely for voting common stock of the corporation surviving such business combination, if (i) such common stock of the surviving corporation is listed and traded on the NASDAQ National Market, the American Stock Exchange or the New York Stock Exchange, and (ii) the Board of Directors of the Corporation determines in good faith that the conversion rights and other rights and preferences of the 6% Preferred are preserved and not rendered of less value by the terms of such business combination.

Liquidation Preference. (a) In the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation, either voluntary or involuntary, the holders of shares of Exchangeable the Series F Preferred Stock then outstanding shall be entitled to be paid out receive, prior and in preference to any distribution of any of the assets or surplus funds of the Corporation available for distribution to its stockholders an the holders of the Junior Stock, the amount of Ten Dollars ($10.00) per share in cash equal (as adjusted for any stock subdivisions, combinations or consolidations or any stock distributions or dividends with respect to $10 for each share outstanding, such shares) plus an amount in cash equal to all accrued but unpaid dividends (whether or not earned or declaredthe "Liquidation Preference") thereon to on each share of Series F Preferred Stock then held by them and no more. If upon the date fixed for liquidationoccurrence of such event, dissolution or winding up before any payment shall be made or any the assets and funds thus distributed to among the holders of any the Series F Preferred Stock and the Pari Passu Stock shall be insufficient to permit the payment to such holders of their Liquidation Preference, then the entire assets and funds of the Junior Securities; provided, however, that Corporation legally available for distribution shall be distributed among the holders of outstanding shares of the Exchangeable Preferred Stock shall not be entitled to receive such liquidation payment until the liquidation payments on all outstanding shares of Senior Securities, if any, shall have been paid in full. Except as provided in the preceding sentence, holders of Exchangeable Preferred Stock shall not be entitled to any distribution in the event of liquidation, dissolution or winding up of the affairs of the Corporation. If the assets of the Corporation are not sufficient to pay in full the liquidation payments payable to the holders of outstanding shares of the Exchangeable Series F Preferred Stock and any Parity Securities, then the holders of such shares shall share Pari Passu Stock ratably in such distribution of assets in accordance with the amount respective amounts which would be payable on such distribution shares if the all amounts to which the holders of outstanding shares of Exchangeable Preferred Stock and the holders of outstanding shares of such other Parity Securities are entitled payable thereon were paid in full. (b) After payment to the holders of the Series F Preferred Stock of the Liquidation Preference, the entire remaining assets and funds of the Corporation legally available for distribution, if any, shall be distributed among the holders of the Junior Stock in accordance with the corporation's Certificate of Incorporation or any other Certificate of Designation with respect to the Preferred Stock. (c) For the purpose of this paragraph 3 purposes of this Section 5.43, neither the merger or the consolidation of the Corporation into or with another corporation, nor the merger or consolidation of any other corporation into or with the Corporation, nor the voluntary sale, lease, conveyance, exchange exchange, transfer or transfer other disposition (for cash, shares of stock, securities or other consideration) of all or substantially all the property or assets of the Corporation nor the consolidation or merger of the Corporation with one or more other corporations Corporation, shall be deemed to be a voluntary or involuntary liquidation, dissolution or winding up, voluntary or involuntary, unless such voluntary sale, lease, conveyance, exchange or transfer shall be in connection with a plan of liquidation, dissolution or winding winding-up of the business of the Corporation.

Liquidation Preference. (a) In Subject to the rights of the holders of Senior Shares and Parity Shares, in the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation, the holders of shares of Exchangeable Preferred Stock then outstanding shall be entitled to be paid out whether voluntary or involuntary, before any payment or distribution of the assets of the Corporation available (whether capital or surplus) shall be made to or set apart for the holders of Junior Shares, as to the distribution of assets on any liquidation, dissolution or winding up of the Corporation, each holder of the Series A Preferred Stock shall be entitled to its stockholders receive an amount in of cash equal to $10 for each 50.00 per share outstanding, of Series A Preferred Stock plus an amount in cash equal to all accumulated accrued but and unpaid dividends thereon (whether or not earned or declared) thereon to the date fixed for liquidationof final distribution to such holders. If, dissolution or winding up before upon any payment shall be made or any assets distributed to the holders of any of the Junior Securities; provided, however, that the holders of outstanding shares of the Exchangeable Preferred Stock shall not be entitled to receive such liquidation payment until the liquidation payments on all outstanding shares of Senior Securities, if any, shall have been paid in full. Except as provided in the preceding sentence, holders of Exchangeable Preferred Stock shall not be entitled to any distribution in the event of liquidation, dissolution or winding up of the affairs of the Corporation. If , the assets of the Corporation are not sufficient Corporation, or proceeds thereof, distributable among the holders of the Series A Preferred Stock shall be insufficient to pay in full the liquidation preferential amount aforesaid and liquidating payments payable on any other shares of any class or series of Parity Shares as to the distribution of assets on any liquidation, dissolution or winding up of the Corporation, then such assets, or the proceeds thereof, shall be distributed among the holders of outstanding shares of the Exchangeable Series A Preferred Stock and any such other Parity Securities, then the holders of such shares shall share Shares ratably in such distribution of assets in accordance with the amount which respective amounts that would be payable on such distribution if the amounts to which the holders of outstanding shares of Exchangeable Series A Preferred Stock and the holders of outstanding shares of any such other Parity Securities are entitled Shares if all amounts payable thereon were paid in full. (b) . For the purpose of this paragraph 3 purposes of this Section 5.44, neither the voluntary sale, lease, conveyance, exchange or transfer none of (for cash, shares of stock, securities or other considerationi) of all or substantially all the property or assets of the Corporation nor the a consolidation or merger of the Corporation with one or more corporations or other corporations entities, (ii) a sale, lease or transfer of all or substantially all of the Corporation’s assets, (iii) a statutory share exchange or (iv) a Change of Control shall be deemed to be a liquidation, dissolution or winding up, voluntary or involuntary, unless of the Corporation. (b) Written notice of any such voluntary sale, lease, conveyance, exchange or transfer shall be in connection with a plan of liquidation, dissolution or winding up of the business Corporation, stating the payment date or dates when, and the place or places where, the amounts distributable in such circumstances shall be payable, shall be given by first class mail, postage pre-paid, not less than 30 nor more than 60 days prior to the payment date stated therein, to each record holder of the Series A Preferred Stock at the respective address of such holders as the same shall appear on the stock transfer records of the Corporation. Subject to the rights of the holders of Senior Shares and Parity Shares upon liquidation, dissolution or winding up, upon any liquidation, dissolution or winding up of the Corporation, after payment shall have been made in full to the holders of the Series A Preferred Stock, as provided in this Section 4, any other series or class or classes of Junior Shares shall, subject to the respective terms and provisions (if any) applying thereto, be entitled to receive any and all assets remaining to be paid or distributed, and the holders of the Series A Preferred Stock shall not be entitled to share therein.

Liquidation Preference. 15.1 Upon the occurrence of a Liquidation Event (as defined below), the Liquidation Proceeds (as defined below) shall be allocated as follows: 15.1.1 Firstly, in priority to all other Shareholders, to each Summer 2019 LP Shareholder a) In an amount for each of its Summer ▇▇▇▇ ▇▇▇▇▇▇▇ Share equal to the sum for its Summer ▇▇▇▇ ▇▇▇▇▇▇▇ Shares of (A) the Investment per Share and (B) the average arrears or accruals of dividend (if any) on each such Share (as the case may be) due or declared but unpaid down to the date of the return of assets (with the Investment per Share being subject to adjustment for any sub-division of the Summer ▇▇▇▇ ▇▇▇▇▇▇▇ Shares, and subject to the issuance of additional Shares pursuant to Section 17), or, if the Liquidation Proceeds are not sufficient to satisfy the preference pursuant to this letter a), b) the same fraction of the total amount which the relevant Summer 2019 LP Shareholder would receive pursuant to letter a) if the Liquidation Proceeds were indeed sufficient to satisfy the preference pursuant to such letter a) such that all of the Liquidation Proceeds are allocated pursuant to this letter b) (as a result of which, for the avoidance of doubt, the other Shareholders will not receive any Liquidation Proceeds) (in the case of each such Summer 2019 LP Shareholder the “First Preferred Allocation”) 15.1.2 secondly, in the event that Liquidation Proceeds remain after the First Preferred Allocations, to each of the 2017/2018 LP Shareholders a) an amount for each of its 2017/2018 LiqPref Share equal to the sum for its 2017/2018 LiqPref Shares of (A) the Investment per Share and (B) the average arrears or accruals of dividend (if any) on each such Share (as the case may be) due or declared but unpaid down to the date of the return of assets, (with the Investment per Share being subject to adjustment for any sub-division of the 2017/2018 LiqPref Shares, and subject to the issuance of additional Shares pursuant to Section 17), or, if the Liquidation Proceeds are not sufficient to satisfy the preference pursuant to this letter a), b) the same fraction of the total amount which the relevant 2017/2018 LP Shareholder would receive pursuant to letter a) if the Liquidation Proceeds were indeed sufficient to satisfy the preference pursuant to such letter a) such that all of the Liquidation Proceeds remaining after the application of Section 15.1.1 are allocated pursuant to this letter b) (as a result of which, for the avoidance of doubt, the Shareholders who are not Preferred Shareholders will not receive any Liquidation Proceeds) (in the case of each such 2017/2018 LP Shareholder the “Second Preferred Allocation” and any First Preferred Allocation or Second Preferred Allocation a “Preferred Allocation”), 15.1.3 thirdly, in the event that Liquidation Proceeds remain after the Preferred Allocations (i.e. only potentially in the case of Section 15.1.2 letter a)), to each Shareholder an amount per Share equal to the Liquidation Proceeds divided by the total number of Shares in issue (in each case the “Pro Rata Share”) provided that a) for the calculation of the Pro Rata Shares it shall be disregarded that the Preferred Allocations have been made (i.e. the Pro Rata Shares shall be calculated on the basis of the Liquidation Proceeds before deducting the Preferred Allocations), b) to the extent a Preferred Shareholder has received a Preferred Allocation its entitlement to the Pro Rata Share shall be deemed satisfied (i.e. it shall only receive any Pro Rata Share to the extent the Pro Rata Share exceeds its Preferred Allocation), c) where in the case of one or more Preferred Shareholders the Pro Rata Share is less than its Preferred Allocation, those Preferred Allocations shall, for the avoidance of doubt, not be affected and the Pro Rata Share of each other Shareholder shall reduce by the same percentage such that the total amount of such reductions is equal to the aggregate amount by which the Pro Rata Shares of such Preferred Shareholders are less than their Preferred Allocations provided that to the extent, in the case of any voluntary or involuntary liquidationsuch other Shareholder who is a Preferred Shareholder, dissolution or winding up such reduction would be to an amount less than that Preferred Shareholder’s Preferred Allocation the reduction under this letter c) shall not apply and the reduction of the affairs Pro Rata Shares of the Corporationremaining other Shareholders shall increase accordingly, and d) if the Shortfall Amount CoC or the Shortfall Amount IPO is to be paid to the Series A Investors as provided for in Section 5.3 and Section 5.4, the amount that would otherwise be allocated to each of the holders of shares Common Shares pursuant to this para. 15.1.3 will (in addition to any reduction pursuant to letter c)) be reduced by the same percentage for each such holder of Exchangeable Preferred Stock then outstanding Common Shares and the amount of such reduction will additionally be allocated to the Series A Investors, each such as is required for the Series A Investors to receive the Shortfall Amount CoC or the Shortfall Amount IPO, respectively, it being understood, however, that such reduction shall not be entitled to less than nil. The aforementioned applies mutatis mutandis if the Shortfall Amount CoC is to be paid out to the Series B Investors as stipulated in Section 5.8. 15.2 A “Liquidation Event” shall mean 15.2.1 the sale and/or transfer in one or more connected transactions of more than 50% of the Shares in Company, irrespective of the consideration to be received (cash, shares in other companies or other consideration) and irrespective of whether new Shares or existing Shares are being sold and/or transferred, other than in the framework of an IPO; in case not all Shares in the Company are sold or transferred within the relevant Liquidation Event the provisions under Section 15.1 and 15.2 shall only apply to the Shares sold or transferred in the relevant Liquidation Event; 15.2.2 a share exchange, transfer of shares by contribution in kind, merger, or other reorganization within the meaning of sec. 1 of the German Reorganization Act (Umwandlungsgesetz) if the Company is the transferring entity, provided the Shareholders have, after completion of the merger, 50 % or less of the voting rights in the absorbing entity; or 15.2.3 a direct or indirect (including exclusive licenses) sale of more than 50% of the assets of the Corporation available for Company and subsequent distribution to its stockholders an amount in cash equal to $10 for each share outstanding, plus an amount in cash equal to all accrued but unpaid dividends (whether or not earned or declared) thereon of the proceeds to the date fixed for liquidation, dissolution or winding up before any payment shall be made or any assets distributed to the holders of any of the Junior Securities; provided, however, that the holders of outstanding shares of the Exchangeable Preferred Stock shall not be entitled to receive such liquidation payment until the liquidation payments on all outstanding shares of Senior Securities, if any, shall have been paid in full. Except as provided Shareholders (also in the preceding sentence, holders context of Exchangeable Preferred Stock shall not be entitled to any distribution in the event of a liquidation, dissolution or winding up of the affairs of the Corporation. If the assets of the Corporation are not sufficient to pay in full the liquidation payments payable to the holders of outstanding shares of the Exchangeable Preferred Stock and any Parity Securities, then the holders of such shares shall share ratably in such distribution of assets in accordance with the amount which would be payable on such distribution if the amounts to which the holders of outstanding shares of Exchangeable Preferred Stock and the holders of outstanding shares of such other Parity Securities are entitled were paid in full.); or (b) For the purpose of this paragraph 3 of this Section 5.4, neither the voluntary sale, lease, conveyance, exchange or transfer (for cash, shares of stock, securities or other consideration) of all or substantially all the property or assets of the Corporation nor the consolidation or merger of the Corporation with one or more other corporations shall be deemed to be 15.2.4 a liquidation, dissolution or winding up, voluntary or involuntary, unless such voluntary sale, lease, conveyance, exchange or transfer shall be in connection with a plan of liquidation, dissolution or winding winding-up of the business of the CorporationCompany.

Liquidation Preference. (a) In the event of Upon any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation, no distribution shall be made to the holders of shares of Exchangeable Preferred Stock then outstanding shall be entitled to be paid out of the assets capital stock of the Corporation available for distribution to its stockholders an amount in cash equal to $10 for each share outstanding, plus an amount in cash equal to all accrued but unpaid dividends (whether or not earned or declared) thereon ranking junior to the date fixed for Redeemable PIK Preferred Stock upon liquidation, dissolution or winding up before any payment shall be made or any assets distributed to unless, prior thereto, the holders of any shares of Redeemable PIK Preferred Stock shall have received $___ per share plus an amount equal to accrued and unpaid dividends and distributions thereon to the date of such payment, whether or not declared. After payment in full of the Junior Securities; providedliquidation preference of the Redeemable PIK Preferred Stock, however, that the holders of outstanding shares of the Exchangeable Redeemable PIK Preferred Stock shall not be entitled to receive any additional cash, property or other assets of the Corporation upon liquidation, dissolution or winding up of the Corporation. (b) If, upon any such liquidation payment until the liquidation payments on all outstanding shares of Senior Securities, if any, shall have been paid in full. Except as provided in the preceding sentence, holders of Exchangeable Preferred Stock shall not be entitled to any distribution in the event of voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation. If , the assets of the Corporation are not sufficient to pay in full the liquidation payments payable to the holders of outstanding shares of the Exchangeable Redeemable PIK Preferred Stock and any Parity Securitiespursuant to Section 4(a), then the holders of all such shares shall of Redeemable Preferred Stock shall, together with the holders of shares of any Parity Stock, share ratably PRO RATA in such distribution of assets in accordance with assets, so that the per share amount which would be payable on of such distribution if the amounts of assets made to which the holders of outstanding shares of Exchangeable Redeemable PIK Preferred Stock and the per share amount of such distribution of assets made to holders of outstanding shares of such Parity Stock shall bear to each other the same ratio that the per share amount payable to holders of shares of Redeemable PIK Preferred Stock pursuant to Section 4(a) and the per share liquidation preference payable to holders of shares of Parity Securities are entitled were paid in fullStock bear to each other. (bc) For the purpose of this paragraph 3 purposes of this Section 5.44, neither the voluntary sale, lease, conveyance, exchange or transfer (for cash, shares of stock, securities or other consideration) of all or substantially all of the property or assets of the Corporation nor the consolidation or merger of the Corporation with one or more any other corporations corporation shall be deemed to be a voluntary or involuntary liquidation, dissolution or winding up, voluntary or involuntaryup of the Corporation, unless such voluntary sale, lease, conveyance, exchange or transfer shall be in connection with a plan of liquidation, dissolution or winding up of the business of the Corporation.

Liquidation Preference. (a) In the event of Upon any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation, whether voluntary or involuntary (a "Liquidation"), the holders of shares of Exchangeable Preferred Stock then outstanding shall be entitled to be paid out of the receive from assets of the Corporation available for distribution to its stockholders stockholders, before any payment or distribution is made to holders of any class of capital stock of the Corporation ranking junior to the Preferred Stock as to dividend rights, rights of redemption or rights on Liquidation (the "Junior Stock"), an amount in cash per share equal to the Liquidation Price of a share of Preferred Stock as of the date of payment. As used in this Article FOURTH, the "Liquidation Price" of any share of Preferred Stock as of any date will be the sum of (a) $10 for each share outstanding1,000, plus (b) an amount in cash equal to all accrued but and unpaid dividends cumulatively added to and comprising part of the liquidation price of any share of FKW Preferred Stock exchanged for such share of Preferred Stock as of the date of issuance of such share of Preferred Stock, plus (whether c) an amount equal to all unpaid dividends on such share that have accrued and been added to the Liquidation Price and remain a part thereof as of such date pursuant to Section 3(a) above, plus (d) for purposes of determining the amount payable upon Liquidation or on any redemption of such share (but not earned for purposes of calculating dividends), an amount equal to all unpaid dividends accrued on the sum of the amounts specified in clauses (a), (b) and (c) that have not been added to the Liquidation Price during the period from the immediately preceding Dividend Payment Date (or, if there has been no Dividend Payment Date, that are accrued on the Preferred Stock as of the date of original issuance of such Preferred Stock) to and including the date in question. If, upon Liquidation, the amounts payable with respect to the liquidation preference of the Preferred Stock are not paid in full, the holders of Preferred Stock will share pro rata in the amounts payable and other property distributable with respect to such Liquidation so that the per share amounts to which holders of Preferred Stock are entitled will in all cases be the same. After payment in full of the Liquidation Price per share of Preferred Stock, the holders of such shares in their capacity as such shall not be entitled to any further right or declared) thereon claim to any remaining assets of the Corporation. The Corporation shall mail written notice of any Liquidation to each record holder of Preferred Stock not less than 30 days prior to the date fixed for liquidation, dissolution on which such Liquidation shall occur or winding up before any payment shall be made or any assets distributed to the holders of any of the Junior Securitiesbecome effective; provided, however, that the holders of outstanding shares of the Exchangeable Preferred Stock shall not be entitled to receive such liquidation payment until the liquidation payments on all outstanding shares of Senior Securities, if any, shall have been paid in full. Except as provided in the preceding sentence, holders case of Exchangeable Preferred Stock any involuntary liquidation such notice shall not be entitled to any distribution in the event of liquidation, dissolution or winding up of the affairs of the Corporationgiven as soon as practicable. If the assets of the Corporation are not sufficient to pay in full the liquidation payments payable to the holders of outstanding shares of the Exchangeable Preferred Stock and any Parity Securities, then the holders of such shares shall share ratably in such distribution of assets in accordance with the amount which would be payable on such distribution if the amounts to which the holders of outstanding shares of Exchangeable Preferred Stock and the holders of outstanding shares of such other Parity Securities are entitled were paid in full. (b) For the purpose of this paragraph 3 of this Section 5.4, neither the voluntary sale, lease, conveyance, exchange or transfer (for cash, shares of stock, securities or other consideration) of all or substantially all the property or assets of the Corporation nor the Neither a consolidation or merger of the Corporation with one or more into another corporation, nor a merger of any other corporations shall be deemed to be a liquidationcorporation with or into the Corporation, dissolution or winding up, voluntary or involuntary, unless such voluntary nor the sale, leasetransfer or lease of all or any part of the Corporation's property, conveyance, exchange assets or transfer shall be business (other than in connection with a plan of liquidation, dissolution or winding up of the business its business) will be considered a Liquidation for purposes of the Corporationthis Article FOURTH.

Liquidation Preference. (a) In the event of any voluntary or involuntary a liquidation, ---------------------- dissolution or winding up of the affairs of the Corporation, whether voluntary or involuntary, the holders of shares of Exchangeable Convertible Preferred Stock then outstanding shall be entitled to be paid receive out of the assets of the Corporation available for distribution to its stockholders Corporation, whether such assets constitute stated capital or surplus of any nature, an amount in cash equal to $10 for each share outstanding, plus an amount in cash equal to all accrued but the dividends accumulated and unpaid dividends (whether or not earned or declared) thereon to the date fixed for liquidationof final distribution to such holders, dissolution whether or winding up not declared, without interest, plus a sum equal to $ 1,000 per share, and no more, before any payment shall be made or any assets distributed to the holders of Common Stock or any other capital stock of the Corporation ranking junior as to liquidation rights to the Convertible Preferred Stock (such Common Stock and other capital stock being referred to herein collectively as "Junior SecuritiesLiquidation ------------------ Stock"); provided, however, that such rights shall accrue to the holders of outstanding shares of the Exchangeable Convertible ----- Preferred Stock shall not be entitled to receive such liquidation payment until the liquidation payments on all outstanding shares of Senior Securities, if any, shall have been paid in full. Except as provided in the preceding sentence, holders of Exchangeable Preferred Stock shall not be entitled to any distribution only in the event that the Corporation's payments with respect to the liquidation preferences of the holders of capital stock of the Corporation ranking senior as to liquidation rights to the Convertible Preferred Stock (such capital stock being referred to herein as "Senior Liquidation ------------------ Stock") are fully met. If upon liquidation, dissolution or winding up of the affairs of the ----- Corporation. If , the assets of the Corporation available for distribution after the liquidation preferences of any Senior Liquidation Stock are not sufficient insufficient to pay in full the liquidation payments payable to the holders of outstanding shares of the Exchangeable Convertible Preferred Stock and any Parity Securitiesother capital stock of the Corporation which ranks on a panty as to liquidation rights with the Convertible Preferred Stock, the entire assets of the Corporation then available for distribution shall be distributed ratably among the holders of the Convertible Preferred Stock and any other capital stock of the Corporation which ranks on a panty as to liquidation rights with the Convertible Preferred Stock in proportion to the respective preferential amounts to which each is entitled (but only to the extent of such preferential amounts). After payment in full of the liquidation preference of the shares of the Convertible Preferred Stock, the holders of such shares shall share ratably not be entitled to any further participation in such any distribution of assets in accordance with by the amount which would be payable on such distribution if the amounts to which the holders of outstanding shares of Exchangeable Preferred Stock and the holders of outstanding shares of such other Parity Securities are entitled were paid in full. (b) For the purpose of this paragraph 3 of this Section 5.4, neither the voluntary sale, lease, conveyance, exchange or transfer (for cash, shares of stock, securities or other consideration) of all or substantially all the property or assets of the Corporation nor the Corporation. Neither a consolidation or merger of the Corporation with one another corporation nor a sale or more transfer of all or part of the Corporation's assets for cash, securities or Exhibit D other corporations shall property will be deemed to be a liquidation, dissolution or winding up, voluntary or involuntary, unless such voluntary sale, lease, conveyance, exchange or transfer shall be in connection with a plan of liquidation, dissolution or winding up of the business Corporation for purposes of the Corporationthis Section 5.

Liquidation Preference. (a) In the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation, the holders of shares of Exchangeable Preferred Stock Series A-2 then outstanding shall be entitled to be paid out of the assets of the Corporation available for distribution to its stockholders shareholders an amount in cash equal to $10 the Stated Value for each share outstanding, plus (i) an amount in cash equal to all accrued but unpaid dividends (whether or not earned or declared) thereon to the date fixed for liquidation; and (ii) an amount equal to the pro rata portion of the assets of the Corporation remaining for distribution to the holders of the Common Stock determined on an as- if-converted into Common Stock basis (determined without regard to any limitation on the convertability of the Preferred Stock Series A-2 as a result of the number of authorized and unissued shares of Common Stock), dissolution or winding up before any payment shall be made or any assets distributed to the holders of any of the Junior Securities; provided, however, that the holders . No full preferential payment on account of outstanding shares of the Exchangeable Preferred Stock shall not be entitled to receive such liquidation payment until the liquidation payments on all outstanding shares of Senior Securities, if any, shall have been paid in full. Except as provided in the preceding sentence, holders of Exchangeable Preferred Stock shall not be entitled to any distribution in the event of liquidation, dissolution or winding up of the affairs Corporation, whether voluntary or involuntary, shall be made to the holders of any class of Equivalent Securities (as hereinafter defined) unless there shall likewise be paid at the Corporationsame time to holders of Preferred Stock Series A-2 the full amounts to which such holders are entitled with respect to such distribution. If the assets of the Corporation are not sufficient to pay in full the liquidation payments payable to the holders of outstanding shares of the Exchangeable Preferred Stock Series A-2 and any Parity outstanding shares of Equivalent Securities, then the holders of all such shares shall share ratably in such distribution of assets in accordance with the amount which full respective preferential amounts that would be payable on such distribution if the amounts to which the holders of outstanding shares of Exchangeable Preferred Stock Series A-2 and the holders of outstanding such shares of such other Parity Equivalent Securities are entitled if all amounts payable thereon were paid in full. (b) For the purpose of this paragraph 3 purposes of this Section 5.44, neither (i) the voluntary sale, lease, conveyance, exchange or transfer (for cash, shares of stock, securities or other consideration) of all or substantially all of the property or assets of the Corporation nor (unless and until such sale, conveyance, exchange or transfer is followed by the dissolution of the Corporation pursuant to the WBCA (the "WBCA")); or (ii) the consolidation or merger of the Corporation with one or more other corporations companies or entities, shall not be deemed to be a liquidation, dissolution or winding up, voluntary or involuntary, unless such voluntary sale, lease, conveyance, exchange or transfer shall be in connection with a plan of liquidation, dissolution or winding up of the business of the Corporation.

Liquidation Preference. (a) In the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs Corporation, either voluntary or involuntary, subject to the rights of series of Preferred Stock that may from time to time come into existence, the holders of Series A Preferred Stock shall be entitled to receive, prior and in preference to any distribution of any of the assets of the Corporation to the holders of Common Stock by reason of their ownership thereof, an amount per share equal to the sum of (i) $1.00 for each outstanding share of Series A Preferred Stock (the “Original Series A Issue Price”) and (ii) all declared or accumulated but unpaid dividends on such shares. If upon the occurrence of such event, the assets and funds thus distributed among the holders of the Series A Preferred Stock shall be insufficient to 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 the Series A Preferred Stock in proportion to the amount of such stock owned by each such holder. (b) Upon the completion of the distribution required by subparagraph (a) of this Section 2 and any other distribution that may be required with respect to series of Preferred Stock that may from time to time come into existence, if assets remain in the Corporation, the holders of shares of Exchangeable Preferred the Common Stock then outstanding shall be entitled to be paid out of the Corporation, shall receive all of the remaining assets of the Corporation available for distribution to its stockholders an amount in cash equal to $10 for each share outstandingCorporation. (i) For purposes of this Section 2, plus an amount in cash equal to all accrued but unpaid dividends (whether or not earned or declared) thereon to the date fixed for liquidation, dissolution or winding up before any payment shall be made or any assets distributed to the holders of any of the Junior Securities; provided, however, that the holders of outstanding shares of the Exchangeable Preferred Stock shall not be entitled to receive such liquidation payment until the liquidation payments on all outstanding shares of Senior Securities, if any, shall have been paid in full. Except as provided in the preceding sentence, holders of Exchangeable Preferred Stock shall not be entitled to any distribution in the event of a liquidation, dissolution or winding up of the affairs Corporation shall be deemed to be occasioned by, or to include, (A) the acquisition of the Corporation by another entity by means of any transaction or series of related transactions (including, without limitation, any reorganization, merger or consolidation but, excluding any merger effected exclusively for the purpose of changing the domicile of the Corporation. If the assets of the Corporation are not sufficient to pay in full the liquidation payments payable to the holders of outstanding shares of the Exchangeable Preferred Stock and any Parity Securities, then the holders of such shares shall share ratably in such distribution of assets in accordance with the amount which would be payable on such distribution if the amounts to which the holders of outstanding shares of Exchangeable Preferred Stock and the holders of outstanding shares of such other Parity Securities are entitled were paid in full. ); or (bB) For the purpose of this paragraph 3 of this Section 5.4, neither the voluntary sale, lease, conveyance, exchange or transfer (for cash, shares of stock, securities or other consideration) a sale of all or substantially all of the property or assets of the Corporation nor Corporation; unless the consolidation Corporation’s stockholders of record as constituted immediately prior to such acquisition or merger sale will, immediately after such acquisition or sale (by virtue of securities issued as consideration for the Corporation’s acquisition or sale or otherwise) hold at least 50% of the voting power of the surviving or acquiring entity. (ii) In any of such events, if the consideration received by the Corporation with one is other than cash, its value will be deemed its fair market value. Any securities shall be valued as follows: (A) Securities not subject to investment letter or more other corporations similar restrictions on free marketability: (1) If traded on a securities exchange or The NASDAQ Stock Market, the value shall be deemed to be a liquidationthe average of the closing prices of the securities on such exchange over the thirty-day period ending three (3) days prior to the closing; (2) If actively traded over-the-counter, dissolution or winding up, voluntary or involuntary, unless such voluntary sale, lease, conveyance, exchange or transfer the value shall be in connection with a plan of liquidation, dissolution or winding up deemed to be the average of the business closing bid or sale prices (whichever is applicable) over the thirty-day period ending three (3) days prior to the closing; and (3) If there is no active public market, the value shall be the fair market value thereof, as mutually determined by the Corporation and the holders of at least a majority of the Corporationvoting power of all then outstanding shares of Preferred Stock. (B) The method of valuation of securities subject to investment letter or other restrictions on free marketability (other than restrictions arising solely by virtue of a stockholder’s status as an affiliate or former affiliate) shall be to make an appropriate discount from the market value determined as above in (A) (1), (2) or (3) to reflect the approximate fair market value thereof, as mutually determined by the Corporation and the holders of at least a majority of the voting power of all then outstanding shares of such Preferred Stock. (iii) In the event the requirements of this subsection 2(c) are not complied with, the Corporation shall forthwith either: (A) cause such closing to be postponed until such time as the requirements of this Section 2 have been complied with; or (B) cancel such transaction, in which event the rights, preferences and privileges of the holders of the Series A Preferred Stock shall revert to and be the same as such rights, preferences and privileges existing immediately prior to the date of the first notice referred to in subsection 2(c)(iv) hereof. (iv) The Corporation shall give each holder of record of Series A Preferred Stock written notice of such impending transaction not later than twenty (20) days prior to the stockholders’ meeting called to approve such transaction, or twenty (20) days prior to the closing of such transaction, whichever is earlier, and shall also notify such holders in writing of the final approval of such transaction. The first of such notices shall describe the material terms and conditions of the impending transaction and the provisions of this Section 2, and the Corporation shall thereafter give such holders prompt notice of any material changes. The transaction shall in no event take place sooner than twenty (20) days after the Corporation has given the first notice provided for herein or sooner than ten (10) days after the Corporation has given notice of any material changes provided for herein; provided, however, that such periods may be shortened upon the written consent of the holders of Preferred Stock that are entitled to such notice rights or similar notice rights and that represent at least a majority of the voting power of all then outstanding shares of such Preferred Stock.

Liquidation Preference. (a) i. In the event of the liquidation, dissolution or winding-up of the Corporation or upon any other distribution of the assets of the Corporation among its shareholders for the purposes of winding-up its affairs, whether voluntary or involuntary involuntary, subject to the prior satisfaction of the claims of all creditors of the Corporation and of holders of shares of the Corporation ranking prior to the Convertible Preferred Shares, the Holders shall be entitled to payment of an amount equal to the Liquidation Preference, together with an amount equal to all accrued and unpaid Convertible Preferred Dividends up to, but excluding, the date of payment or distribution (less any amounts deducted or withheld by the Corporation on account of tax), before any amount is paid or any assets of the Corporation are distributed to a holder of Common Shares or any other shares ranking junior as to capital in such liquidation, dissolution or winding-up to the Convertible Preferred Shares. ii. The “Liquidation Preference” per Convertible Preferred Share shall initially be equal to the Original Purchase Price and shall be proportionally adjusted for any splits, combinations and similar events on the Convertible Preferred Shares. iii. For greater certainty, prior to any liquidation, dissolution or winding-up of the Corporation or any other distribution of assets of the Corporation among its shareholders for the purpose of winding-up its affairs, whether voluntary or involuntary, each holder of Convertible Preferred Shares (each, a “Holder”) is entitled pursuant to Section 1.07(a)(i), for a period of ten (10) Business Days following receipt of the written notice of such liquidation, dissolution or winding up in accordance with Section 1.10, to convert any or all outstanding Convertible Preferred Shares held by such holder into, for each Convertible Preferred Share held, a number of duly authorized, validly issued, fully paid and non-assessable Common Shares equal to the affairs of then-applicable Conversion Amount and, subsequent to such conversion, such holder shall no longer be entitled to receive the Corporation, Liquidation Preference with respect to any so converted Convertible Preferred Shares. iv. After payment to the holders of shares the Convertible Preferred Shares of Exchangeable the full Liquidation Preference to which they are entitled in respect of outstanding Convertible Preferred Stock then outstanding shall be entitled Shares (which, for greater certainty, have not been converted prior to be paid out such payment), together with all accrued and unpaid Convertible Preferred Dividends, such Convertible Preferred Shares will have no further right or claim to any of the assets of the Corporation available for distribution to its stockholders an amount in cash equal to $10 for each share outstanding, plus an amount in cash equal to all accrued but unpaid dividends (whether or not earned or declared) thereon to the date fixed for liquidation, dissolution or winding up before any payment Corporation. v. The Liquidation Preference shall be made or any assets distributed payable to the holders of any of the Junior SecuritiesConvertible Preferred Shares in cash; provided, however, that to the holders of outstanding shares extent the Corporation has, having exercised commercial reasonable efforts to make such payment, insufficient cash available to pay the Liquidation Preference in full in cash, the portion of the Exchangeable Preferred Stock shall not Liquidation Preference with respect to which the Corporation has insufficient cash may be entitled to receive such liquidation payment until the liquidation payments on all outstanding shares of Senior Securities, if any, shall have been paid in full. Except as provided in the preceding sentence, holders of Exchangeable Preferred Stock shall not be entitled to any distribution in the event of liquidation, dissolution property or winding up of the affairs other assets of the Corporation. If the assets The value of the Corporation are not sufficient to pay in full the liquidation payments payable to the holders of outstanding shares of the Exchangeable Preferred Stock and any Parity Securities, then the holders of such shares shall share ratably in such distribution of assets in accordance with the amount which would be payable on such distribution if the amounts to which the holders of outstanding shares of Exchangeable Preferred Stock and the holders of outstanding shares of such other Parity Securities are entitled were paid in full. (b) For the purpose of this paragraph 3 of this Section 5.4, neither the voluntary sale, lease, conveyance, exchange or transfer (for cash, shares of stock, securities or other consideration) of all or substantially all the property or assets not consisting of cash that is distributed by the Corporation in satisfaction of any portion of the Corporation nor Liquidation Preference will equal the consolidation or merger Fair Market Value thereof on the date of the Corporation with one or more other corporations shall be deemed to be a liquidation, dissolution or winding up, voluntary or involuntary, unless such voluntary sale, lease, conveyance, exchange or transfer shall be in connection with a plan of liquidation, dissolution or winding up of the business of the Corporationdistribution.

Liquidation Preference. (a) In the event of any voluntary or ---------------------- involuntary liquidation, dissolution or winding up of the affairs of the Corporation, the holders of shares of Exchangeable Series B Preferred Stock then outstanding shall be entitled to be paid out of the assets of the Corporation available for distribution to its stockholders an amount in cash equal to $10 100.00 for each share outstanding, plus an amount in cash equal to all accrued but unpaid dividends (whether or not earned or declared) thereon to the date fixed for liquidation, dissolution or winding up up, before any payment shall be made or any assets distributed to the holders of any of the Junior Securities; provided, however, that the holders of outstanding shares of the Exchangeable Preferred Stock shall not be entitled to receive such liquidation payment until the liquidation payments on all outstanding shares of Senior Securities, if any, shall have been paid in full. Except as provided in the preceding sentence, holders of Exchangeable Preferred Stock shall not be entitled to any distribution in the event of liquidation, dissolution or winding up of the affairs of the Corporation. If the assets of the Corporation are not sufficient to pay in full the liquidation payments payable to the holders of outstanding shares of the Exchangeable Series B Preferred Stock and any Parity SecuritiesSeries C Preferred Stock, then the holders of all such shares shall share ratably in such distribution of assets in accordance with the amount which would be payable on such distribution if the amounts to which the holders of outstanding shares of Exchangeable Series B Preferred Stock and the holders of outstanding shares of such other Parity Securities Series C Preferred Stock are entitled were paid in full. (b) The liquidation payment with respect to each fractional share of Series B Preferred Stock outstanding or accrued but unpaid shall be equal to a ratably proportionate amount of the liquidation payment with respect to each outstanding share of Series B Preferred Stock. (c) For the purpose of this paragraph 3 purposes of this Section 5.44, neither the voluntary sale, conveyance, lease, conveyance, exchange or transfer (for cash, shares of stock, securities or other consideration) of all or substantially all the property or assets of the Corporation nor or the consolidation or merger of the Corporation with one or more other corporations shall be deemed to be a liquidation, dissolution or winding up, voluntary or involuntary, unless such voluntary sale, conveyance, lease, conveyance, exchange or transfer shall be in connection with a plan of liquidation, dissolution or winding up of the business of the Corporation.

Liquidation Preference. (a) In the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs Company, whether voluntary or involuntary, before any payment or distribution of the Corporationassets of the Company shall be made to or set apart for the holders of Junior Shares, the holders of shares of Exchangeable Preferred Stock then outstanding the 8% Convertible Preference Shares shall be entitled to be paid paid, out of the assets of the Corporation Company available for distribution to its stockholders an amount stockholders, in cash equal to immediately available funds, $10 70.00 for each share outstandingoutstanding 8% Convertible Preference Share (including outstanding Additional Shares) (the Liquidation Preference ), plus an amount in cash equal to all accrued but unpaid ---------------------- dividends (whether or not earned or declaredauthorized) accumulated and unpaid thereon to the date fixed for liquidation, dissolution or winding up before any payment shall be made or any assets distributed of final distribution to the such holders; but such holders of any of the Junior Securities; provided, however, that the holders of outstanding shares of the Exchangeable Preferred Stock shall not be entitled to receive such liquidation payment until the liquidation payments on all outstanding shares of Senior Securities, if any, shall have been paid in full. Except as provided in the preceding sentence, holders of Exchangeable Preferred Stock shall not be entitled to any distribution in the event of further payment. If, upon any liquidation, dissolution or winding up of the affairs of the Corporation. If Company, the assets of the Corporation are not sufficient Company, or proceeds thereof, distributable among the holders of the 8% Convertible Preference Shares shall be insufficient to pay in full the liquidation Liquidation Preference, plus an amount equal to all dividends (whether or not authorized) accumulated and unpaid thereon to the date of final distribution to such holders, and liquidating payments payable to on any other shares of any class or series of Parity Shares, then such assets, or the proceeds thereof, shall be distributed among the holders of outstanding shares of the Exchangeable Preferred Stock 8% Convertible Preference Shares and any such other Parity Securities, then the holders of such shares shall share Liquidation Shares ratably in such distribution of assets in accordance with the amount which respective amounts that would be payable on such distribution if the amounts to which the holders of outstanding shares of Exchangeable Preferred Stock 8% Convertible Preference Shares and the holders of outstanding shares of any such other Parity Securities are entitled Liquidation Shares if all amounts payable thereon were paid in full. (b) . The holders of 8% Convertible Preference Shares shall be entitled to notice in advance of any liquidation, dissolution or winding up of the Company as provided in subsection 5(e). For the purpose of this paragraph 3 purposes of this Section 5.44, neither (i) a consolidation, merger or scheme of arrangement of the voluntary saleCompany with one or more entities, lease, conveyance, exchange (ii) a sale or transfer (for cash, shares of stock, securities or other consideration) of all or substantially all the property or assets of the Corporation nor the consolidation Company s assets, or merger of the Corporation with one or more other corporations (iii) a statutory share exchange shall not be deemed to be a liquidation, dissolution or winding up, voluntary or involuntary, unless such voluntary sale, lease, conveyance, exchange of the Company. (b) Subject to the rights of the holders of any Parity Liquidation Shares or transfer shall be in connection with a plan any shares of any series or class or classes of stock ranking prior to the 8% Convertible Preference Shares upon liquidation, dissolution or winding up of the business Company, after payment shall have been made in full to the holders of the Corporation8% Convertible Preference Shares, as provided in this Section 4, any other series or class or classes of Junior Shares shall, subject to the respective terms and provisions (if any) applying thereto, be entitled to receive any and all assets remaining to be paid or distributed, and the holders of the 8% Convertible Preference Shares shall not be entitled to share therein.

Liquidation Preference. (a) In the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation, the holders of shares of Exchangeable Preferred Stock then outstanding shall be entitled to be paid out whether voluntary or involuntary, before any payment or distribution of the assets of the Corporation available (whether capital or surplus) shall be made to or set apart for distribution the holders of Junior Securities, the holders of the shares of Series A Preferred Stock shall be entitled to its stockholders receive with respect to each share of Series A Preferred Stock an amount in cash equal to $10 for each share outstandingthe Liquidation Preference, plus the Special Amount in respect of such share, plus an amount in cash equal to all dividends and the Additional Amount accrued but and unpaid dividends (whether or not earned or declared) thereon from the last Dividend Payment Date to the date fixed for liquidationof final distribution to such holders, dissolution or winding up before any payment shall be made or any assets distributed to the but such holders of any of the Junior Securities; provided, however, that the holders of outstanding shares of the Exchangeable Preferred Stock shall not be entitled to receive such liquidation payment until the liquidation payments on all outstanding shares of Senior Securities, if any, shall have been paid in full. Except as provided in the preceding sentence, holders of Exchangeable Preferred Stock shall not be entitled to any distribution in the event of further payment. If, upon any liquidation, dissolution or winding up of the affairs of the Corporation. If , the assets of the Corporation are not sufficient Corporation, or proceeds thereof, shall be insufficient to pay in full the liquidation preferential amount aforesaid and liquidating payments payable to the holders of outstanding shares of the Exchangeable Preferred Stock and any on all Parity Securities, then such assets, or the proceeds thereof, shall be distributed among the holders of shares of Series A Preferred Stock and all such shares shall share other Parity Securities ratably in such distribution of assets in accordance with the amount which respective amounts that would be payable on such distribution if the amounts to which the holders of outstanding shares of Exchangeable Preferred Stock and the holders of outstanding shares of any such other Parity Securities are entitled if all amounts payable thereon were paid in full. (b) . For the purpose purposes of this paragraph 3 of this Section 5.45, neither the voluntary sale, lease, conveyance, exchange or transfer (for cash, shares of stock, securities or other considerationi) of all or substantially all the property or assets of the Corporation nor the a consolidation or merger of the Corporation with one or more other corporations corporations, or (ii) a sale or transfer of all or substantially all of the Corporation's assets, shall not be deemed to be a liquidation, dissolution or winding up, voluntary or involuntary, unless such voluntary sale, lease, conveyance, exchange or transfer shall be in connection with a plan of liquidation, dissolution or winding up of the business of the Corporation. (b) Subject to the rights of the holders of any Parity Securities, after payment shall have been made in full to the holders of the Series A Preferred Stock, as provided in this paragraph 5, any other series or class or classes of Junior Securities shall, subject to the respective terms and provisions (if any) applying thereto, be entitled to 40 receive any and all assets remaining to be paid or distributed, and the holders of the Series A Preferred Stock and any Parity Securities shall not be entitled to share therein.

Liquidation Preference. (a) In the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation, the holders of shares of Exchangeable Preferred Stock then outstanding shall be entitled to be paid out of the assets of the Corporation available for distribution to its stockholders an amount in cash equal to $10 for each share outstanding, plus an amount in cash equal to all accrued but unpaid dividends (whether or not earned or declared) thereon to the date fixed for liquidation, dissolution or winding up before any payment shall be made or any assets distributed to the holders of any of the Junior Securities; provided, however, that the holders of outstanding shares of the Exchangeable Preferred Stock shall not be entitled to receive such liquidation payment until the liquidation payments on all outstanding shares of Senior Securities, if any, shall have been paid in full. Except as provided in the preceding sentence, holders of Exchangeable Preferred Stock shall not be entitled to any distribution in the event of liquidation, dissolution or winding winding-up of the affairs of the Corporation. If Company, whether voluntary or involuntary, the Noteholders shall be entitled to receive, out of the assets of the Corporation are not sufficient Company available for distribution to its stockNoteholders before any payment shall be made to the Noteholders of shares of Common Stock or any other Junior Stock by reason of their ownership thereof, with respect to each Convertible Note (involved interest) an amount equal to the greater of (i) the Convertible Notes’s unpaid principal plus all accrued but unpaid interests and other declared but unpaid dividends on such Convertible Notes transferred to Common Stock, and (ii) If upon any such Liquidation, the assets of the Company available for distribution to its stockNoteholders shall be insufficient to pay in the Noteholders the full liquidation preference to which they shall be entitled under this Section 6(A), the liquidation payments payable to the holders of outstanding shares of the Exchangeable Preferred Stock and any Parity Securities, then the holders of such shares Noteholders shall share ratably in such any distribution of the assets available for distribution in accordance with proportion to the amount respective amounts which would otherwise be payable on in respect of the shares held by them upon such distribution if the all amounts payable on or with respect to which the holders of outstanding such shares of Exchangeable Preferred Stock and the holders of outstanding shares of such other Parity Securities are entitled were paid in full. All payments for which this Section 6(A) provides shall be in cash, property (valued at its Fair Market Value) or a combination thereof; provided, however, that no cash shall be paid to Noteholders of shares of Common Stock or any other Junior Stock unless each Noteholder of the Convertible Note has been paid in cash the full amount to which such Noteholder shall be entitled under this Section 6(A). After payment of the full Convertible Note Liquidation Amount, such Noteholders of the Convertible Note will not be entitled to any further participation as such in any distribution of the assets of the Company. The “Convertible Note face value" shall be ▇▇▇ ▇▇▇ per note and shall be adjusted for any reorganization, recapitalization, reclassification, stock dividend, stock split, reverse stock split, combination or other like changes in the Company's capital structure. (bA) For purposes hereof, any transaction or series of related transactions that constitute (i) the purpose of this paragraph 3 of this Section 5.4, neither the voluntary sale, lease, conveyance, exchange or transfer (for cashexchange, shares of stock, securities lease or other consideration) transfer of all or substantially all of the property or assets of the Corporation nor Group taken as a whole, (ii) any acquisition of the Company by means of a consolidation, stock exchange, stock sale, merger or other form of corporate reorganization of the Company with any other entity in which the Company's stockNoteholders prior to the consolidation or merger own less than a majority of the Corporation with voting securities or economic interests of the surviving entity (or, if the surviving entity is a wholly-owned subsidiary of another corporation following such merger or consolidation, the parent corporation of such surviving entity), (iii) the sale or disposition (including by way of merger, consolidation or otherwise) of one or more other corporations subsidiaries of the Company if substantially all of the assets of the Company and its subsidiaries taken as a whole are held by such subsidiary or subsidiaries, except where such sale or disposition is to a wholly-owned subsidiary of the Company or (iv) a transaction or series of related transactions following which the Company's stockNoteholders prior to such transaction or series of related transactions own less than a majority of the voting securities or economic interests of the Company or surviving entity (or, if the surviving entity is a wholly-owned subsidiary of another corporation following such transaction or series of related transactions, the parent corporation of such surviving entity) (any such event, a "Reorganization Event") shall be deemed to be a liquidationLiquidation unless otherwise determined by the Noteholders of at least a majority of the Convertible Notes then outstanding. Notwithstanding the foregoing, dissolution any merger or winding upreorganization exclusively between the Company and a wholly-owned subsidiary of the Company shall not be deemed to be a Reorganization Event. (B) Unless otherwise waived by the Noteholders of at least a majority of the Convertible Notes, voluntary or involuntarythe Company shall deliver a written notice of any Liquidation, unless such voluntary sale, lease, conveyance, exchange or transfer stating a payment date and the place where the distributable amounts shall be in connection with a plan payable by mail, postage prepaid, no less than ten (10) days prior to the payment date stated therein, to the Noteholders of liquidation, dissolution or winding up record of the business Convertible Notes at their respective addresses as the same shall appear on the books of the CorporationCompany.

Liquidation Preference. (a) A. In the event of any voluntary or involuntary a liquidation, dissolution or winding up of the affairs Corporation, whether voluntary or involuntary, the Holders of then-outstanding shares of Series B Preferred Stock shall be entitled to receive, out of the assets of the Corporation, prior and in preference to the holders of any Junior Securities, whether such assets are capital or surplus of any nature, an amount per share equal to the greater of (i) the sum of (A) the Share Purchase Price plus (B) an amount equal to the unpaid dividends, if any, accumulated or deemed to have accumulated thereon (including any Arrearages and any dividends accumulated thereon) through and including the date of final distribution to such Holders, whether or not such dividends are declared, plus (C) the Make-Whole Amount, and (ii) the amount that would be payable to such Holders if the Holders had converted all outstanding shares of Exchangeable Series B Preferred Stock then outstanding into shares of Common Stock immediately prior to such liquidation, dissolution or winding up (the "Liquidation Preference"). After any such payment in full, the Holders, only in their capacity as such, shall not be entitled to be paid out any further participation in any distribution of assets of the Corporation. All the assets of the Corporation available for distribution to its stockholders an amount after the liquidation preferences of any Senior Liquidation Securities shall be distributed ratably (in cash equal to $10 for each share outstanding, plus an amount in cash equal to all accrued but unpaid dividends (whether or not earned or declared) thereon proportion to the date fixed for full distributable amounts to which Holders and Parity Liquidation Securities (including the Series A Preferred Stock) are respectively entitled upon such liquidation, dissolution or winding up before any payment shall be made or any assets distributed to up) among the holders of any Holders of the Junior Securities; provided, however, that the holders of then-outstanding shares of the Exchangeable Series B Preferred Stock shall not be entitled to receive and Parity Liquidation Securities (including the Series A Preferred Stock) when such liquidation payment until the liquidation payments on all outstanding shares of Senior Securities, if any, shall have been paid in full. Except as provided in the preceding sentence, holders of Exchangeable Preferred Stock shall not be entitled to any distribution in the event of liquidation, dissolution or winding up of the affairs of the Corporation. If the assets of the Corporation are not sufficient to pay in full the liquidation payments aggregate amounts payable thereon. The Corporation shall not make any distribution of assets upon such liquidation, dissolution or winding up in respect of any Junior Liquidation Securities, either directly or indirectly, unless prior to such distribution, the holders Liquidation Preference shall have been paid in full in respect of all outstanding shares of the Exchangeable Series B Preferred Stock, Series A Preferred Stock and any Parity Securities, then the holders of such shares shall share ratably in such distribution of assets in accordance with the amount which would be payable on such distribution if the amounts to which the holders of outstanding shares of Exchangeable Preferred Stock and the holders of outstanding shares of such other Parity Securities are entitled were paid in full. (b) For the purpose of this paragraph 3 of this Section 5.4, neither the Liquidation Securities. Neither a voluntary sale, lease, conveyance, exchange or transfer (for cash, shares of stock, securities or other consideration) of all or substantially all the property or assets of the Corporation nor the consolidation or merger of the Corporation with one or more into any other corporations Person or Persons, nor a sale, conveyance, lease, exchange or transfer of all or substantially all of the Corporation's assets for cash, securities or other property to a Person or Persons shall be deemed to be a liquidation, dissolution or winding up, voluntary or involuntary, unless such voluntary sale, lease, conveyance, exchange or transfer shall be in connection with a plan of liquidation, dissolution or winding up of the business Corporation for purposes of the Corporationthis Article IV.

Liquidation Preference. (a) In the event of the liquidation, dissolution or winding up of the affairs of the Company, whether voluntary or involuntary, the holders of shares of the Series CC Preferred Stock then outstanding shall be entitled to receive, out of the assets of the Company whether such assets are capital or surplus of any nature, an amount equal to $25,000.00 per share (the “Liquidation Preference Amount”) of the Series CC Preferred Stock, on a pro rata and pari passu basis with any parity stock (the “Pari Passu Preferred Stock”), together with all accrued but unpaid dividends, before any payment shall be made or any assets distributed to the holders of the Common Stock or any other Junior Stock. If the assets of the Company are not sufficient to pay in full the Liquidation Preference Amount payable to the holders of outstanding shares of the Series CC Preferred Stock and any series of preferred stock or any other class of stock on a parity as to rights on liquidation, dissolution or winding up, with the Series CC Preferred Stock, then all of said assets will be distributed among the holders of the Series CC Preferred Stock, the Pari Passu Preferred Stock and the other classes of stock on a parity with the Series CC Preferred Stock, if any, ratably in accordance with the respective amounts that would be payable on such shares if all amounts payable thereon were paid in full. The liquidation payment with respect to each outstanding fractional share of Series CC Preferred Stock shall be equal to a ratably proportionate amount of the liquidation payment with respect to each outstanding share of Series CC Preferred Stock. All payments for which this Section 4(a) provides shall be in cash, property (valued at its fair market value as determined by an independent appraiser reasonably acceptable to the holders of a majority of the Series CC Preferred Stock) or a combination thereof; provided, however, that no cash shall be paid to holders of Junior Stock unless each holder of the outstanding shares of Series CC Preferred Stock has been paid in cash the full Liquidation Preference Amount to which such holder is entitled as provided herein. After payment of the full Liquidation Preference Amount to which each holder is entitled, such holders of shares of Series CC Preferred Stock will not be entitled to any further participation as such in any distribution of the assets of the Company. Notwithstanding the foregoing, at the option of the holder of Series CC Preferred Shares, such holder may elect to convert the entire Liquidation Preference Amount into shares of Common Stock pursuant to a Voluntary Conversion as set forth in Section 5(a), effective immediately prior to liquidation event. (b) A consolidation or merger of the Company with or into any other corporation or corporations, or a sale or transfer of more than 50% of the assets of the Company, or the effectuation by the Company of a transaction or series of transactions in which more than 50% of the voting shares of the Company is disposed of or conveyed, shall be, at the election of the holders of 75% of the Series CC Preferred Stock, deemed to be a liquidation, dissolution, or winding up within the meaning of this Section 4. In the event of the merger or consolidation of the Company with or into another corporation that is not treated as a liquidation pursuant to this Section 4(b), the Series CC Preferred Stock shall maintain its relative powers, designations and preferences provided for herein and no merger shall result inconsistent therewith. (c) Written notice of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the CorporationCompany, stating a payment date and the holders of shares of Exchangeable Preferred Stock then outstanding place where the distributable amounts shall be entitled to payable, shall be paid out of the assets of the Corporation available for distribution to its stockholders an amount in cash equal to $10 for each share outstandinggiven by mail, plus an amount in cash equal to all accrued but unpaid dividends postage prepaid, no less than thirty (whether or not earned or declared30) thereon days prior to the payment date fixed for liquidationstated therein, dissolution or winding up before any payment shall be made or any assets distributed to the holders of any record of the Junior Securities; provided, however, that Series CC Preferred Stock at their respective addresses as the holders of outstanding shares same shall appear on the books of the Exchangeable Preferred Stock shall not be entitled to receive such liquidation payment until the liquidation payments on all outstanding shares of Senior Securities, if any, shall have been paid in full. Except as provided in the preceding sentence, holders of Exchangeable Preferred Stock shall not be entitled to any distribution in the event of liquidation, dissolution or winding up of the affairs of the Corporation. If the assets of the Corporation are not sufficient to pay in full the liquidation payments payable to the holders of outstanding shares of the Exchangeable Preferred Stock and any Parity Securities, then the holders of such shares shall share ratably in such distribution of assets in accordance with the amount which would be payable on such distribution if the amounts to which the holders of outstanding shares of Exchangeable Preferred Stock and the holders of outstanding shares of such other Parity Securities are entitled were paid in fullCompany. (b) For the purpose of this paragraph 3 of this Section 5.4, neither the voluntary sale, lease, conveyance, exchange or transfer (for cash, shares of stock, securities or other consideration) of all or substantially all the property or assets of the Corporation nor the consolidation or merger of the Corporation with one or more other corporations shall be deemed to be a liquidation, dissolution or winding up, voluntary or involuntary, unless such voluntary sale, lease, conveyance, exchange or transfer shall be in connection with a plan of liquidation, dissolution or winding up of the business of the Corporation.

Liquidation Preference. (a) In the event of Upon any voluntary or involuntary liquidation, dissolution or winding up of the affairs Corporation, before any payment or distribution by the Corporation shall be made to or set apart for the holders of the Corporationany shares of Junior Stock, the holders of shares of Exchangeable the Series 1 Preferred Stock then outstanding shall be entitled to be paid out of the assets of the Corporation that are legally available for distribution to its stockholders an amount in cash the stockholders, a liquidation preference equal to $10 for each the Stated Value per share outstanding(the “Liquidation Preference”), plus an amount in cash equal to all accumulated, accrued but and unpaid dividends (whether or not declared) to and including the date of payment (including the Mobile Preferred Accrual). Until the holders of the Series 1 Preferred Stock have been paid the Liquidation Preference in full, plus an amount equal to all accumulated, accrued and unpaid dividends (whether or not earned or declared) thereon to the date fixed for liquidationof final distribution to such holders, dissolution or winding up before any no payment shall will be made or any assets distributed to the holders of any of the Junior Securities; provided, however, that the holders of outstanding shares of the Exchangeable Preferred Stock shall not be entitled to receive such liquidation payment until the liquidation payments on all outstanding shares of Senior Securities, if any, shall have been paid in full. Except as provided in the preceding sentence, holders of Exchangeable Preferred Stock shall not be entitled to any distribution in holder of Junior Stock upon the event of liquidation, dissolution or winding up of the affairs of the Corporation. If the assets of the Corporation are not sufficient to pay in full the liquidation payments payable to the holders of outstanding shares of the Exchangeable Preferred Stock and any Parity Securities, then the holders of such shares shall share ratably in such distribution of assets in accordance with the amount which would be payable on such distribution if the amounts to which the holders of outstanding shares of Exchangeable Preferred Stock and the holders of outstanding shares of such other Parity Securities are entitled were paid in full. (b) For the purpose of this paragraph 3 of this Section 5.4, neither upon the voluntary sale, lease, conveyance, exchange or transfer (for cash, shares of stock, securities or other consideration) of all or substantially all the property or assets of the Corporation nor the consolidation or merger of the Corporation with one or more other corporations shall be deemed to be a liquidation, dissolution or winding up, voluntary or involuntary, unless such voluntary sale, lease, conveyance, exchange or transfer shall be in connection with a plan of involuntary liquidation, dissolution or winding up of the business Corporation, the available assets of the Corporation, or proceeds thereof, distributable among the holders of the Series 1 Preferred Stock shall be insufficient to pay in full the above described Liquidation Preference and the liquidating payments on any shares of any class or series of Parity Stock, then such assets, or the proceeds thereof, shall be distributed among the holders of the Series 1 Preferred Stock and any such Parity Stock ratably in the same proportion as the respective amounts that would be payable on such Series 1 Preferred Stock and any such Parity Stock if all amounts payable thereon were paid in full. After payment of the full amount of the Liquidation Preference to which they are entitled, the holders of the Series 1 Preferred Stock shall have no right or claim to any of the remaining assets of the Corporation. (b) Upon any liquidation, dissolution or winding up of the Corporation, after payment shall have been made in full to the holders of the Series 1 Preferred Stock and any Parity Stock, the holders of any classes or series of Junior Stock shall be entitled to receive any and all assets of the Corporation remaining to be paid or distributed, and the holders of the Series 1 Preferred Stock and any Parity Stock shall not be entitled to share therein. (c) The consolidation or merger of the Corporation with or into any other corporation, trust or entity or of any other corporation, trust or entity with or into the Corporation, or the sale or transfer of all or substantially all of the assets or business of the Corporation or a statutory share exchange, shall not be deemed to constitute a voluntary or involuntary liquidation, dissolution or winding up of the Corporation. A Listing Event shall not be deemed to constitute a voluntary or involuntary liquidation, dissolution or winding up of the Corporation. (d) In determining whether a distribution (other than upon voluntary or involuntary liquidation), by dividend, redemption or other acquisition of shares of stock of the Corporation or otherwise is permitted under the Maryland General Corporation Law, amounts that would be needed, if the Corporation were to be dissolved at the time of distribution to satisfy the preferential rights upon dissolution of holders of shares of the Series 1 Preferred Stock (including the Mobile Preferred Accrual) shall not be added to the Corporation’s total liabilities.

Liquidation Preference. (a) In the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs Corporation, either voluntary or involuntary, subject to the rights of series of Preferred Stock that may from time to time come into existence, the holders of Series A Preferred Stock shall be entitled to receive, prior and in preference to any distribution of any of the assets of the Corporation to the holders of Common Stock by reason of their ownership thereof, an amount per share equal to the sum of (i) $1.00 for each outstanding share of Series A Preferred Stock (the “Original Series A Issue Price”) and (ii) all declared or accumulated but unpaid dividends on such shares. If upon the occurrence of such event, the assets and funds thus distributed among the holders of the Series A Preferred Stock shall be insufficient to 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 the Series A Preferred Stock in proportion to the amount of such stock owned by each such holder. (b) Upon the completion of the distribution required by subparagraph (a) of this Section 2 and any other distribution that may be required with respect to series of Preferred Stock that may from time to time come into existence, if assets remain in the Corporation, the holders of shares of Exchangeable Preferred the Common Stock then outstanding shall be entitled to be paid out of the Corporation, shall receive all of the remaining assets of the Corporation available for distribution to its stockholders an amount in cash equal to $10 for each share outstandingCorporation. (i) For purposes of this Section 2, plus an amount in cash equal to all accrued but unpaid dividends (whether or not earned or declared) thereon to the date fixed for liquidation, dissolution or winding up before any payment shall be made or any assets distributed to the holders of any of the Junior Securities; provided, however, that the holders of outstanding shares of the Exchangeable Preferred Stock shall not be entitled to receive such liquidation payment until the liquidation payments on all outstanding shares of Senior Securities, if any, shall have been paid in full. Except as provided in the preceding sentence, holders of Exchangeable Preferred Stock shall not be entitled to any distribution in the event of a liquidation, dissolution or winding up of the affairs Corporation shall be deemed to be occasioned by, or to include, (A) the acquisition of the Corporation by another entity by means of any transaction or series of related transactions (including, without limitation, any reorganization, merger or consolidation but, excluding any merger effected exclusively for the purpose of changing the domicile of the Corporation. If the assets of the Corporation are not sufficient to pay in full the liquidation payments payable to the holders of outstanding shares of the Exchangeable Preferred Stock and any Parity Securities, then the holders of such shares shall share ratably in such distribution of assets in accordance with the amount which would be payable on such distribution if the amounts to which the holders of outstanding shares of Exchangeable Preferred Stock and the holders of outstanding shares of such other Parity Securities are entitled were paid in full. ); or (bB) For the purpose of this paragraph 3 of this Section 5.4, neither the voluntary sale, lease, conveyance, exchange or transfer (for cash, shares of stock, securities or other consideration) a sale of all or substantially all of the property or assets of the Corporation nor Corporation; unless the consolidation Corporation’s stockholders of record as constituted immediately prior to such acquisition or merger sale will, immediately after such acquisition or sale (by virtue of securities issued as consideration for the Corporation’s acquisition or sale or otherwise) hold at least 50% of the voting power of the surviving or acquiring entity. (ii) In any of such events, if the consideration received by the Corporation with one is other than cash, its value will be deemed its fair market value. Any securities shall be valued as follows: (A) Securities not subject took investment letter or more other corporations similar restrictions on free marketability: (1) If traded on a securities exchange or The NASDAQ Stock Market, the value shall be deemed to be a liquidationthe average of the closing prices of the securities on such exchange over the thirty-day period ending three (3) days prior to the closing; (2) If actively traded over-the-counter, dissolution or winding up, voluntary or involuntary, unless such voluntary sale, lease, conveyance, exchange or transfer the value shall be in connection with a plan of liquidation, dissolution or winding up deemed to be the average of the business closing bid or sale prices (whichever is applicable) over the thirty-day period ending three (3) days prior to the closing; and (3) If there is no active public market, the value shall be the fair market value thereof, as mutually determined by the Corporation and the holders of at least a majority of the Corporationvoting power of all then outstanding shares of Preferred Stock. (B) The method of valuation of securities subject to investment letter or other restrictions on free marketability (other than restrictions arising solely by virtue of a stockholder’s status as an affiliate or former affiliate) shall be to make an appropriate discount from the market value determined as above in (A) (1), (2) or (3) to reflect the approximate fair market value thereof, as mutually determined by the Corporation and the holders of at least a majority of the voting power of all then outstanding shares of such Preferred Stock. (iii) In the event the requirements of this subsection 2(c) are not complied with, the Corporation shall forthwith either: (A) cause such closing to be postponed until such time as the requirements of this Section 2 have been complied with; or (B) cancel such transaction, in which event the rights, preferences and privileges of the holders of the Series A Preferred Stock shall revert to and be the same as such rights, preferences and privileges existing immediately prior to the date of the first notice referred to in subsection 2(c)(iv) hereof. (iv) The Corporation shall give each holder of record of Series A Preferred Stock written notice of such impending transaction not later than twenty (20) days prior to the stockholders’ meeting called to approve such transaction, or twenty (20) days prior to the closing of such transaction, whichever is earlier, and shall also notify such holders in writing of the final approval of such transaction. The first of such notices shall describe the material terms and conditions of the impending transaction and the provisions of this Section 2, and the Corporation shall thereafter give such holders prompt notice of any material changes. The transaction shall in no event take place sooner than twenty (20) days after the Corporation has given the first notice provided for herein or sooner than ten (10) days after the Corporation has given notice of any material changes provided for herein; provided, however, that such periods may be shortened upon the written consent of the holders of Preferred Stock that are entitled to such notice rights or similar notice rights and that represent at least a majority of the voting power of all then outstanding shares of such Preferred Stock.

Liquidation Preference. (a) In Subject to the rights of the holders of Senior Shares and Parity Shares, in the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation, the holders of shares of Exchangeable Preferred Stock then outstanding shall be entitled to be paid out whether voluntary or involuntary, before any payment or distribution of the assets of the Corporation available (whether capital or surplus) shall be made to or set apart for the holders of Junior Shares, as to the distribution of assets on any liquidation, dissolution or winding up of the Corporation, each holder of the Series B Preferred Stock shall be entitled to its stockholders receive an amount in of cash per share of the Series B Preferred Stock equal to $10 for each share outstanding, the Stated Value plus an amount in cash equal to all accumulated accrued but and unpaid dividends thereon (whether or not earned or declared) thereon to the date fixed for liquidationof final distribution to such holders. If, dissolution or winding up before upon any payment shall be made or any assets distributed to the holders of any of the Junior Securities; provided, however, that the holders of outstanding shares of the Exchangeable Preferred Stock shall not be entitled to receive such liquidation payment until the liquidation payments on all outstanding shares of Senior Securities, if any, shall have been paid in full. Except as provided in the preceding sentence, holders of Exchangeable Preferred Stock shall not be entitled to any distribution in the event of liquidation, dissolution or winding up of the affairs of the Corporation. If , the assets of the Corporation are not sufficient Corporation, or proceeds thereof, distributable among the holders of the Series B Preferred Stock shall be insufficient to pay in full the liquidation preferential amount aforesaid and liquidating payments payable on any other shares of any class or series of Parity Shares as to the distribution of assets on any liquidation, dissolution or winding up of the Corporation, then such assets, or the proceeds thereof, shall be distributed among the holders of outstanding shares of the Exchangeable Series B Preferred Stock and any such other Parity Securities, then the holders of such shares shall share Shares ratably in such distribution of assets in accordance with the amount which respective amounts that would be payable on such distribution if the amounts to which the holders of outstanding shares of Exchangeable Series B Preferred Stock and the holders of outstanding shares of any such other Parity Securities are entitled Shares if all amounts payable thereon were paid in full. (b) . For the purpose of this paragraph 3 purposes of this Section 5.44, neither the voluntary sale, lease, conveyance, exchange or transfer none of (for cash, shares of stock, securities or other considerationi) of all or substantially all the property or assets of the Corporation nor the a consolidation or merger of the Corporation with one or more corporations or other corporations entities, (ii) a sale, lease or transfer of all or substantially all of the Corporation’s assets or (iii) a statutory share exchange shall be deemed to be a liquidation, dissolution or winding up, voluntary or involuntary, unless of the Corporation. (b) Written notice of any such voluntary sale, lease, conveyance, exchange or transfer shall be in connection with a plan of liquidation, dissolution or winding up of the business Corporation, stating the payment date or dates when, and the place or places where, the amounts distributable in such circumstances shall be payable, shall be given by first class mail, postage pre-paid, not less than 30 nor more than 60 days prior to the payment date stated therein, to each record holder of the Series B Preferred Stock at the respective address of such holders as the same shall appear on the stock transfer records of the Corporation. Subject to the rights of the holders of Senior Shares and Parity Shares upon liquidation, dissolution or winding up, upon any liquidation, dissolution or winding up of the Corporation, after payment shall have been made in full to the holders of the Series B Preferred Stock, as provided in this Section 4, any other series or class or classes of Junior Shares shall, subject to the respective terms and provisions (if any) applying thereto, be entitled to receive any and all assets remaining to be paid or distributed, and the holders of the Series B Preferred Stock shall not be entitled to share therein.

Liquidation Preference. (a) In the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation, the holders of shares of Exchangeable the Series B Preferred Stock then outstanding shall be entitled to be paid out of the assets of the Corporation available for distribution to its stockholders an amount in cash equal to $10 0.075 for each share outstandingoutstanding ("Stated Value"), plus an amount in cash equal to all accrued but unpaid dividends (whether or not earned or declared) thereon to the date fixed for liquidation, dissolution or winding up up, before any payment shall be made or any assets distributed to the holders of any of the Junior Securities; , provided, however, that the holders of outstanding shares of the Exchangeable Series B Preferred Stock shall not be entitled to receive such liquidation payment until the liquidation payments on all outstanding shares of Senior Securities, if any, shall have been paid in full. Except as provided in the preceding sentence, holders of Exchangeable Preferred Stock shall not be entitled to any distribution in the event of liquidation, dissolution or winding up of the affairs of the Corporation. If the assets of the Corporation are not sufficient to pay in full the liquidation payments payable to the holders of the outstanding shares of the Exchangeable Series B Preferred Stock and or any other Parity Securities, then the holders of all such shares shall share ratably in such distribution of assets in accordance with the amount which would be payable on such distribution if the amounts to which the holders of the outstanding shares of Exchangeable Series B Preferred Stock and the holders of outstanding shares of such other Parity Securities are entitled were paid in full. (b) The liquidation payment with respect to each fractional share of the Series B Preferred Stock outstanding or accrued but unpaid shall be equal to a ratably proportionate amount of the liquidation payment with respect to each outstanding share of Series B Preferred Stock. (c) For the purpose of this paragraph 3 purposes of this Section 5.43, neither the voluntary sale, conveyance, lease, conveyance, exchange or transfer (for cash, shares of stock, securities or other their consideration) of all or substantially all the property or assets of the Corporation nor or the consolidation or merger of the Corporation with one or more other corporations shall be deemed to be a liquidation, dissolution or winding up, voluntary or involuntary, unless such voluntary sale, conveyance, lease, conveyanceexchange, exchange or transfer shall be in connection with a plan of liquidation, dissolution or winding up of the business of the Corporation.

Liquidation Preference. (a) In the event of any an actual or deemed liquidation, or dissolution or winding up of the Corporation, whether voluntary or involuntary involuntary, before any payment or distribution of the assets of the Corporation (whether capital or surplus) shall be made to or set apart for the holders of Junior Securities, the holders of the shares of Series A Preferred Stock shall be entitled to receive with respect to each share of Series A Preferred Stock an amount in cash equal to the greater of (i) the Liquidation Preference, plus any declared and unpaid dividends and (ii) the amount the holders of the shares of Series A Preferred Stock would have received had they converted their shares of Series A Preferred Stock into Common Stock immediately prior to such event. If, upon any liquidation, dissolution or winding up of the affairs Corporation, the assets of the Corporation, or proceeds thereof, shall be insufficient to pay in full the preferential amount aforesaid and liquidating payments on all Parity Securities, then such assets, or the proceeds thereof, shall be distributed among the holders of shares of Exchangeable Preferred Stock then outstanding shall be entitled to be paid out of the assets of the Corporation available for distribution to its stockholders an amount in cash equal to $10 for each share outstanding, plus an amount in cash equal to all accrued but unpaid dividends (whether or not earned or declared) thereon to the date fixed for liquidation, dissolution or winding up before any payment shall be made or any assets distributed to the holders of any of the Junior Securities; provided, however, that the holders of outstanding shares of the Exchangeable Preferred Stock shall not be entitled to receive such liquidation payment until the liquidation payments on all outstanding shares of Senior Securities, if any, shall have been paid in full. Except as provided in the preceding sentence, holders of Exchangeable Preferred Stock shall not be entitled to any distribution in the event of liquidation, dissolution or winding up of the affairs of the Corporation. If the assets of the Corporation are not sufficient to pay in full the liquidation payments payable to the holders of outstanding shares of the Exchangeable Series A Preferred Stock and any all such other Parity Securities, then the holders of such shares shall share Securities ratably in such distribution of assets in accordance with the amount which respective amounts that would be payable on such distribution if the amounts to which the holders of outstanding shares of Exchangeable Preferred Stock and the holders of outstanding shares of any such other Parity Securities are entitled parity securities if all amounts payable thereon were paid in full. (b) . For the purpose of this paragraph 3 purposes of this Section 5.45, neither the voluntary sale, lease, conveyance, exchange or transfer (for cash, shares of stock, securities or other considerationi) of all or substantially all the property or assets of the Corporation nor the a consolidation or merger of the Corporation with one or more other corporations shall corporations, or (ii) a sale or transfer of all or substantially all of the Corporation’s assets, shall, at the holder’s option, be deemed to be a liquidation, dissolution or winding up, voluntary or involuntary, unless such voluntary sale, lease, conveyance, exchange or transfer shall be in connection with a plan of liquidation, dissolution or winding up of the business of the Corporation. (b) Subject to the rights of the holders of any Parity Securities, after payment shall have been made in full to the holders of the Series A Preferred Stock, as provided in this Section 5, any other series or class or classes of Junior Securities shall, subject to the respective terms and provisions (if any) applying thereto, be entitled to receive any and all assets remaining to be paid or distributed, and the holders of the Series A Preferred Stock and any Parity Securities shall not be entitled to share therein.

Liquidation Preference. (a) In Unless otherwise specified in the event of applicable prospectus supplement, upon any voluntary or involuntary liquidation, dissolution or winding winding-up of the affairs of the Corporationour affairs, the holders of shares of Exchangeable Preferred Stock then outstanding shall be entitled to be paid out of the assets of the Corporation available for distribution to its stockholders an amount in cash equal to $10 for each share outstanding, plus an amount in cash equal to all accrued but unpaid dividends (whether or not earned or declared) thereon to the date fixed for liquidation, dissolution or winding up and before any distribution or payment shall will be made or any assets distributed to the holders of any common shares or any other class or series of the Junior Securities; provided, however, that the holders of outstanding shares of the Exchangeable Preferred Stock shall not be entitled ranking junior to receive such liquidation payment until the liquidation payments on all outstanding our preferred shares of Senior Securities, if any, shall have been paid in full. Except as provided in the preceding sentence, holders of Exchangeable Preferred Stock shall not be entitled to any distribution in the event of liquidation, dissolution or winding up of the affairs of the Corporation. If the assets of the Corporation are not sufficient to pay in full the liquidation payments payable to the holders of outstanding shares of the Exchangeable Preferred Stock and any Parity Securities, then the holders of such shares shall share ratably in such distribution of assets in accordance with the amount which would be payable on such distribution if the amounts to which the holders of outstanding shares of Exchangeable Preferred Stock and the holders of outstanding shares of such other Parity Securities are entitled were paid in full. (b) For the purpose of this paragraph 3 of this Section 5.4, neither the voluntary sale, lease, conveyance, exchange or transfer (for cash, shares of stock, securities or other consideration) of all or substantially all the property or assets of the Corporation nor the consolidation or merger of the Corporation with one or more other corporations shall be deemed to be a rights upon our liquidation, dissolution or winding up, the holders of our preferred shares will be entitled to receive, after payment or provision for payment of our debts and other liabilities, out of our assets legally available for distribution to shareholders, liquidating distributions in the amount of the liquidation preference per share, if any, set forth in the applicable prospectus supplement, plus an amount equal to all dividends accrued and unpaid thereon, which will not include any accumulation in respect of unpaid noncumulative dividends for prior dividend periods. After payment of the full amount of the liquidating distributions to which they are entitled, the holders of preferred shares will have no right or claim to any of our remaining assets. In the event that, upon any such voluntary or involuntary, unless such voluntary sale, lease, conveyance, exchange or transfer shall be in connection with a plan of involuntary liquidation, dissolution or winding winding-up of our affairs, the business legally available assets are insufficient to pay the amount of the Corporationliquidating distributions on all of our outstanding preferred shares and the corresponding amounts payable on all of our other outstanding equity securities ranking on a parity with the preferred shares in the distribution of assets upon our liquidation, dissolution or winding-up of our affairs, then the holders of our preferred shares and the holders of such other outstanding equity securities will share ratably in any such distribution of assets in proportion to the full liquidating distributions to which they would otherwise be respectively entitled. If liquidating distributions are made in full to all holders of our preferred shares, our remaining assets will be distributed among the holders of any other classes or series of equity securities ranking junior to the preferred shares in the distribution of assets upon our liquidation, dissolution or winding-up of our affairs, according to their respective rights and preferences and in each case according to their respective number of shares. If we consolidate, convert or merge with or into, or sell, lease or convey all or substantially all of our property or business to, any corporation, trust or other entity, such transaction will not be deemed to constitute a liquidation, dissolution or winding-up of our affairs. Unless otherwise from time to time required by law, or as otherwise indicated in the applicable prospectus supplement, holders of our preferred shares will not have any voting rights. The terms and conditions, if any, upon which our preferred shares are convertible into common shares will be set forth in the applicable prospectus supplement. Such terms will include the number of common shares into which the preferred shares are convertible, the conversion price (or manner of calculation thereof), the conversion period, provisions as to whether conversion will be at the option of the holders of the preferred shares or at our option, the events requiring an adjustment of the conversion price and provisions affecting conversion in the event of the redemption of such preferred shares.

Liquidation Preference. (ai) In the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the CorporationCorporation (a "Liquidation Event"), the holders Holders of shares of Exchangeable Convertible Preferred Stock then outstanding shall be entitled to be paid (provided that such cash payment is not then prohibited under the DGCL, any other applicable law, or the terms of any Covered Indebtedness) out of the assets of the Corporation available for distribution to its stockholders an amount in cash equal to $10 the sum of (A) the greater of (x) the Liquidation Amount for each share outstandingof Convertible Preferred Stock outstanding or (y) the amount they would be entitled to receive as if all of the shares of Convertible Preferred Stock had been converted into Common Stock as of the date immediately prior to the date fixed for determination of stockholders entitled to receive a distribution in such Liquidation Event, plus (B) an amount in cash equal to all accrued but accumulated and unpaid dividends (whether or not earned or declared) thereon to the date fixed for liquidation, dissolution dissolution, winding up, merger, consolidation, reorganization, sale, assignment, conveyance, transfer, lease or winding up disposition, as the case may be (including an amount equal to a prorated dividend for the period from the last Dividend Payment Date to such date) before any payment distribution shall be made or any assets distributed in respect of Junior Securities to the holders of any Junior Securities including, without limitation, Common Stock of the Junior Securities; providedCorporation (the "Liquidation Payment"). (ii) If upon any Liquidation Event, however, that the holders of outstanding shares of amounts payable with respect to the Exchangeable Convertible Preferred Stock shall under paragraph (d)(i) above are not be entitled to receive such liquidation payment until the liquidation payments on all outstanding shares of Senior Securities, if any, shall have been paid in full. Except as provided in , the preceding sentence, holders Holders of Exchangeable the Convertible Preferred Stock shall not be entitled to and Parity Securities will share equally and ratably in any distribution in the event of liquidation, dissolution or winding up of the affairs of the Corporation. If the assets of the Corporation are not sufficient to pay first in full the liquidation payments payable proportion to the holders of outstanding shares of the Exchangeable Preferred Stock and any Parity Securities, then the holders of such shares shall share ratably in such distribution of assets in accordance with the amount which would be payable on such distribution if the amounts full liquidation preference to which the holders of outstanding shares of Exchangeable Preferred Stock and the holders of outstanding shares of each is entitled until such other Parity Securities preferences are entitled were paid in full, and then in proportion to their respective amounts of accumulated but unpaid dividends. (bA) For the purpose purposes of this paragraph 3 of this Section 5.4(d), neither the voluntary sale, lease, conveyance, exchange or transfer (for cash, shares of stock, securities or other consideration) of all or substantially all of the property or assets of the Corporation Corporation, nor the consolidation or merger of the Corporation with or into one or more other corporations entities shall be deemed to be a liquidation, dissolution or winding up, voluntary or involuntary, unless such voluntary sale, lease, conveyance, exchange or transfer shall be in connection with a plan of liquidation, dissolution or winding winding-up of the business affairs of the Corporation.

Liquidation Preference. (a) In the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation, whether voluntary or involuntary, the holders of shares of Exchangeable $100 Preferred Stock then outstanding shall be entitled to be paid receive out of the assets of the Corporation available for distribution to its stockholders Corporation, whether such assets are stated capital or surplus of any nature, an amount in cash equal to $10 for each share outstanding, plus an amount in cash equal to all the dividends accrued but and unpaid dividends (whether or not earned or declared) thereon to the date fixed for liquidationof final distribution to such holders, dissolution whether or winding up not declared, without interest, and a sum equal to $1,000 per share, and no more, before any payment shall be made or any assets distributed to the holders of Common Stock or any other class or series of the Corporation's capital stock ranking junior to the liquidation rights of the $100 Preferred Stock (the "Junior Securities; providedLiquidation Stock"). In the event the assets of the Corporation available for distribution to stockholders upon any liquidation, howeverdissolution or winding up of the Corporation, that whether voluntary or involuntary, shall be insufficient to pay in full the amounts payable with respect to the $100 Preferred Stock, the $3.50 Convertible Preferred Stock and any other class or series of the Corporation's capital stock which may hereafter be created having parity as to liquidation rights with the $100 Preferred Stock (the "Parity Liquidation Stock"), the holders of outstanding the $100 Preferred Stock and the holders of the Parity Liquidation Stock shall share ratably in any distribution of assets of the Corporation in proportion to the full respective preferential amounts to which they are entitled (but only to the extent of such preferential amounts). After payment in full of the liquidation preferences of the shares of $100 Preferred Stock, the Exchangeable holders of such shares shall not be entitled to any further participation in any distribution of assets by the Corporation. Neither a merger, consolidation, or other business combination of the Corporation with or into another corporation or other entity nor a sale or transfer of all or part of the Corporation's assets for cash, securities or other property shall be considered a liquidation, dissolution or winding up of the Corporation for purposes of this Section 4 (unless in connection therewith the liquidation of the Corporation is specifically approved). The holder of any shares of $100 Preferred Stock shall not be entitled to receive any payment owned for such liquidation payment shares under this Section 4 until such holder shall cause to be delivered to the liquidation payments on all outstanding Corporation (i) the certificate(s) representing such shares of Senior Securities, if any, shall have been paid in full. Except as provided in the preceding sentence, holders of Exchangeable Preferred Stock shall not be entitled to any distribution in the event of liquidation, dissolution or winding up of the affairs of the Corporation. If the assets of the Corporation are not sufficient to pay in full the liquidation payments payable to the holders of outstanding shares of the Exchangeable $100 Preferred Stock and any Parity Securities, then (ii) transfer instrument(s) satisfactory to the holders of Corporation and sufficient to transfer such shares shall share ratably in such distribution of assets in accordance with the amount which would be payable on such distribution if the amounts to which the holders of outstanding shares of Exchangeable $100 Preferred Stock and to the holders Corporation free of outstanding shares of such other Parity Securities are entitled were paid any adverse interest. As in full. (b) For the purpose of this paragraph 3 of this Section 5.4, neither the voluntary sale, lease, conveyance, exchange or transfer (for cash, shares of stock, securities or other consideration) of all or substantially all the property or assets case of the Corporation nor Redemption Price referred to below, no interest shall accrue on any payment upon liquidation after the consolidation or merger of the Corporation with one or more other corporations shall be deemed to be a liquidation, dissolution or winding up, voluntary or involuntary, unless such voluntary sale, lease, conveyance, exchange or transfer shall be in connection with a plan of liquidation, dissolution or winding up of the business of the Corporationdue date thereof.

Liquidation Preference. (a) In the event of any voluntary or involuntary a liquidation, dissolution or winding up of the affairs of the Corporation, whether voluntary or involuntary, the holders of then-outstanding shares of Exchangeable Series B Preferred Stock then outstanding shall be entitled to be paid receive out of the assets of the Corporation available for distribution to its stockholders Corporation, whether such assets are capital or surplus of any nature, an amount in cash per share equal to $10 for each share outstandingthe sum of (i) the dividends, plus an amount in cash equal if any, accumulated or deemed to all accrued but unpaid dividends (whether or not earned or declared) have accumulated thereon to the date fixed for liquidationof final distribution to such holders, dissolution whether or winding up not such dividends are declared, and (ii) the Stated Value thereof, and no more, before any payment shall be made or any assets distributed to the holders of any of the Junior Liquidation Securities; provided. After any such payment in full, however, that the holders of outstanding shares of the Exchangeable Series B Preferred Stock shall not not, as such, be entitled to receive such liquidation payment until any further participation in any distribution of assets of the Corporation. All the assets of the Corporation available for distribution to stockholders after the liquidation payments on all outstanding shares preferences of any Senior Liquidation Securities shall be distributed ratably (in proportion to the full distributable amounts to which holders of Series B Preferred Stock and Parity Liquidation Securities, if any, shall have been paid in full. Except as provided in are respectively entitled upon such dissolution, liquidation or winding up) among the preceding sentence, holders of Exchangeable the then-outstanding shares of Series B Preferred Stock shall not be entitled to any distribution in the event of liquidationand Parity Liquidation Securities, dissolution or winding up of the affairs of the Corporation. If the if any, when such assets of the Corporation are not sufficient to pay in full the liquidation payments aggregate amounts payable to the holders of outstanding shares of the Exchangeable Preferred Stock and any Parity Securities, then the holders of such shares shall share ratably in such distribution of assets in accordance with the amount which would be payable on such distribution if the amounts to which the holders of outstanding shares of Exchangeable Preferred Stock and the holders of outstanding shares of such other Parity Securities are entitled were paid in fullthereon. (b) For the purpose of this paragraph 3 of this Section 5.4, neither the voluntary sale, lease, conveyance, exchange or transfer (for cash, shares of stock, securities or other consideration) of all or substantially all the property or assets of the Corporation nor the Neither a consolidation or merger of the Corporation with one or more into any other corporations Person or Persons, nor a sale, conveyance, lease, exchange or transfer of all or part of the Corporation's assets for cash, securities or other property to a Person or Persons shall be deemed to be a liquidation, dissolution or winding upup of the Corporation for purposes of this Article IV, voluntary but the holders of shares of Series B Preferred Stock shall nevertheless be entitled from and after any such consolidation, merger or involuntary, unless such voluntary sale, conveyance, lease, conveyance, exchange or transfer shall be in connection with a plan of all or part of the Corporation's assets to the rights provided by this Article IV following any such transaction. Notice of any voluntary or involuntary liquidation, dissolution or winding up of the business Corporation, stating the payment date or dates when, and the place or places where, the amounts distributable to each holder of shares of Series B Preferred Stock in such circumstances shall be payable, shall be given by first-class mail, postage prepaid, mailed not less than 45 days prior to any payment date stated therein, to holders of record as they appear on the stock record books of the CorporationCorporation as of the date such notices are first mailed.

Liquidation Preference. (a) In the event of Upon any voluntary or involuntary liquidation, dissolution or winding up of the affairs Company, before any distribution or payment shall be made to holders of shares of Common Stock or any other class or series of capital stock of the CorporationCompany ranking, as to rights upon any voluntary or involuntary liquidation, dissolution or winding up of the Company, junior to the Series I Preferred Stock, the holders of shares of Exchangeable Series I Preferred Stock then outstanding shall be entitled to be paid out of the assets of the Corporation Company legally available for distribution to its stockholders an amount in cash equal to stockholders, after payment of or provision for the debts and other liabilities of the Company, a liquidation preference of $10 for each share outstanding18.25 per share, plus an amount in cash equal to all any accrued but and unpaid dividends (whether or not earned or declared) thereon to up to, but excluding, the date fixed for of payment. In the event that, upon such voluntary or involuntary liquidation, dissolution or winding up before any payment shall be made or any up, the available assets distributed to the holders of any of the Junior Securities; provided, however, that Company are insufficient to pay the holders of outstanding shares full amount of the Exchangeable Preferred Stock shall not be entitled to receive such liquidation payment until the liquidation payments liquidating distributions on all outstanding shares of Senior SecuritiesSeries I Preferred Stock and the corresponding amounts payable on all shares of other classes or series of capital stock of the Company ranking, if anyas to liquidation rights, shall have been paid in full. Except as provided on parity with the Series I Preferred Stock in the preceding sentencedistribution of assets, then the holders of Exchangeable the Series I Preferred Stock and the holders of shares of each such other class or series of shares of capital stock ranking, as to rights upon any voluntary or involuntary liquidation, dissolution or winding up, on parity with the Series I Preferred Stock shall not share ratably in any such distribution of assets in proportion to the full liquidating distributions to which they would otherwise be entitled to respectively entitled. Written notice of any distribution in the event of such voluntary or involuntary liquidation, dissolution or winding up of the affairs Company, stating the payment date or dates when, and the place or places where, the amounts distributable in such circumstances shall be payable, shall be given by first class mail, postage pre-paid, not fewer than 30 days or more than 60 days prior to the payment date stated therein, to each record holder of shares of Series I Preferred Stock at the respective addresses of such holders as the same shall appear on the stock transfer records of the CorporationCompany. If After payment of the full amount of the liquidating distributions to which they are entitled, the holders of Series I Preferred Stock will have no right or claim to any of the remaining assets of the Corporation are not sufficient to pay in full Company. For purposes of liquidation rights, the liquidation payments payable to the holders of outstanding shares consolidation or merger of the Exchangeable Preferred Stock and Company with or into any Parity Securitiesother Company, then the holders of such shares shall share ratably in such distribution of assets in accordance with the amount which would be payable on such distribution if the amounts to which the holders of outstanding shares of Exchangeable Preferred Stock and the holders of outstanding shares of such other Parity Securities are entitled were paid in full. (b) For the purpose of this paragraph 3 of this Section 5.4trust or entity, neither or the voluntary sale, lease, conveyance, exchange transfer or transfer (for cash, shares of stock, securities or other consideration) conveyance of all or substantially all of the property or assets business of the Corporation nor the consolidation or merger of the Corporation with one or more other corporations Company, shall not be deemed to be constitute a liquidation, dissolution or winding up, voluntary or involuntary, unless such voluntary sale, lease, conveyance, exchange or transfer shall be in connection with a plan of liquidation, dissolution or winding up of the business of the CorporationCompany.

Liquidation Preference. (a) In the event of Upon any voluntary or involuntary liquidation, dissolution or winding up of the affairs Corporation and its subsidiaries, whether voluntary or involuntary (a "Liquidation Event"), each holder of the Corporation, the holders of outstanding shares of Exchangeable Preferred Convertible Stock then outstanding shall be entitled to be paid out of the assets of the Corporation available for distribution to its stockholders an amount in cash equal to $10 for each share outstandingstockholders, plus an amount in cash equal to all accrued but unpaid dividends (whether such assets are capital, surplus or not earned or declared) thereon to the date fixed for liquidationearnings, dissolution or winding up and before any payment amount shall be made paid or any assets distributed to the holders of Common Stock or of any other stock ranking on liquidation junior to the Convertible Stock, an amount in cash, equal to (i) $[1.53](2) per share of Convertible Stock held by such holder (adjusted appropriately for stock splits, stock dividends, recapitalizations and the Junior Securitieslike with respect to the Convertible Stock), plus (ii) any declared but unpaid dividends to which such holder of outstanding shares of Convertible Stock is then entitled pursuant to Sections A.3 and A.5(f) hereof (the sum of clauses (i) and (ii) being referred to herein as the "Convertible Preferred Base Liquidation Amount"), plus (iii) any interest accrued pursuant to Section A.5(e) hereof to which such holder of Convertible Stock is entitled, if any (the sum of clauses (i), (ii) and (iii) being referred to herein as the "Convertible Liquidation Preference Amount"); provided, however, that if, upon any Liquidation Event, the amounts payable with respect to the Convertible Liquidation Preference Amount are not paid in full, the holders of the Convertible Stock and the Redeemable Preferred Stock shall share ratably in any distribution of assets in proportion to the full respective preferential amounts to which they are entitled; and provided further, however, that if upon any Liquidation Event the holders of the outstanding shares of Convertible Stock would receive more than the Exchangeable Preferred Stock shall not be entitled to receive such liquidation payment until the liquidation payments on all outstanding shares of Senior Securities, if any, shall have been paid in full. Except as provided in the preceding sentence, holders of Exchangeable Preferred Stock shall not be entitled to any distribution Convertible Liquidation Preference Amount in the event their shares were converted into Common Stock immediately prior to such Liquidation Event and such shares of liquidation, dissolution Common Stock received a liquidating distribution or winding up of the affairs of the Corporation. If the assets of distributions from the Corporation are not sufficient (after giving effect to pay in full the liquidation payments preferential amounts payable to the holders of outstanding shares of the Exchangeable Redeemable Preferred Stock and any Parity SecuritiesStock), then the holders each holder of such shares Convertible Stock shall share ratably in such receive as a distribution of assets in accordance with the amount which would be payable on such distribution if the amounts to which the holders of outstanding shares of Exchangeable Preferred Stock and the holders of outstanding shares of such other Parity Securities are entitled were paid in full. (b) For the purpose of this paragraph 3 of this Section 5.4, neither the voluntary sale, lease, conveyance, exchange or transfer (for cash, shares of stock, securities or other consideration) of all or substantially all the property or assets of from the Corporation nor the consolidation or merger of the Corporation with one or more other corporations shall be deemed to be a liquidation, dissolution or winding up, voluntary or involuntary, unless such voluntary sale, lease, conveyance, exchange or transfer shall be in connection with a plan such Liquidation Event an amount equal to the amount that would be paid if such holder's shares of liquidation, dissolution or winding up Convertible Stock were converted into Common Stock immediately prior to such Liquidation Event in lieu of the business of the Corporation.the

Liquidation Preference. (a) In the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs Corporation, whether voluntary or involuntary, before any payment or distribution of the Corporationassets of the Corporation (whether capital or surplus) shall be made to or set apart for the holders of Junior Stock, the holders of shares of Exchangeable Series _____ Preferred Stock then outstanding shall be entitled to be paid out receive [_________________ ($_________)] per share of the assets of the Corporation available for distribution to its stockholders an amount in cash equal to $10 for each share outstandingSeries _____ Preferred Stock ("Liquidation Preference"), plus an amount in cash equal to all accrued but unpaid dividends (whether or not earned or declared) accumulated, accrued and unpaid thereon to the date fixed for liquidation, dissolution or winding up before any payment shall be made or any assets distributed of final distribution to the such holders; but such holders of any of the Junior Securities; provided, however, that the holders of outstanding shares of the Exchangeable Preferred Stock shall not be entitled to receive such liquidation payment until the liquidation payments on all outstanding shares of Senior Securities, if any, shall have been paid in full. Except as provided in the preceding sentence, holders of Exchangeable Preferred Stock shall not be entitled to any further payment. Until the holders of the Series _____ Preferred Stock have been paid the Liquidation Preference in full, plus an amount equal to all dividends (whether or not earned or declared) accumulated, accrued and unpaid thereon to the date of final distribution in to such holders, no payment will be made to any holder of Junior Stock upon the event of liquidation, dissolution or winding up of the affairs Corporation. If, upon any liquidation, dissolution or winding up of the Corporation. If , the assets of the Corporation are not sufficient Corporation, or proceeds thereof, distributable among the holders of Series _____ Preferred Stock shall be insufficient to pay in full the liquidation preferential amount aforesaid and liquidating payments payable to on any other shares of any class or series of Parity Stock, then such assets, or the proceeds thereof, shall be distributed among the holders of outstanding shares of the Exchangeable Series _____ Preferred Stock and any such other Parity Securities, then the holders of such shares shall share Stock ratably in such distribution of assets in accordance with the amount which same proportion as the respective amounts that would be payable on such distribution if the amounts to which the holders of outstanding shares of Exchangeable Series _____ Preferred Stock and the holders of outstanding shares of any such other Parity Securities are entitled Stock if all amounts payable thereon were paid in full. (b) . For the purpose of this paragraph 3 purposes of this Section 5.44, neither the voluntary sale, lease, conveyance, exchange or transfer (for cash, shares of stock, securities or other considerationi) of all or substantially all the property or assets of the Corporation nor the a consolidation or merger of the Corporation with one or more other corporations corporations, (ii) a sale or transfer of all or substantially all of the Corporation's assets, or (iii) a statutory share exchange shall not be deemed to be a liquidation, dissolution or winding up, voluntary or involuntary, unless such voluntary saleof the Corporation. (b) Subject to the rights of the holders of any shares of Parity Stock, lease, conveyance, exchange or transfer shall be in connection with a plan of upon any liquidation, dissolution or winding up of the business Corporation, after payment shall have been made in full to the holders of Series _____ Preferred Stock and any Parity Stock, as provided in this Section 4, any other series or class or classes of Junior Stock shall, subject to the respective terms thereof, be entitled to receive any and all assets remaining to be paid or distributed, and the holders of the CorporationSeries _____ Preferred Stock and any Parity Stock shall not be entitled to share therein.

Liquidation Preference. (a) In Subject to the rights of the holders of Senior Shares and Parity Shares, in the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation, the holders of shares of Exchangeable Preferred Stock then outstanding shall be entitled to be paid out whether voluntary or involuntary, before any payment or distribution of the assets of the Corporation available (whether capital or surplus) shall be made to or set apart for the holders of Junior Shares, as to the distribution of assets on any liquidation, dissolution or winding up of the Corporation, each holder of the Series E Preferred Shares shall be entitled to its stockholders receive an amount in of cash equal to twenty-five thousand dollars ($10 for each share outstanding, 25,000.00) per Series E Preferred Share plus an amount in cash equal to all accumulated accrued but and unpaid dividends thereon (whether or not earned or declared) thereon to the date fixed for liquidationof final distribution to such holders. If, dissolution or winding up before upon any payment shall be made or any assets distributed to the holders of any of the Junior Securities; provided, however, that the holders of outstanding shares of the Exchangeable Preferred Stock shall not be entitled to receive such liquidation payment until the liquidation payments on all outstanding shares of Senior Securities, if any, shall have been paid in full. Except as provided in the preceding sentence, holders of Exchangeable Preferred Stock shall not be entitled to any distribution in the event of liquidation, dissolution or winding up of the affairs of the Corporation. If , the assets of the Corporation are not sufficient Corporation, or proceeds thereof, distributable among the holders of the Series E Preferred Shares shall be insufficient to pay in full the liquidation preferential amount aforesaid and liquidating payments payable on any other shares of any class or series of Parity Shares as to the distribution of assets on any liquidation, dissolution or winding up of the Corporation, then such assets, or the proceeds thereof, shall be distributed among the holders of outstanding shares of the Exchangeable Series E Preferred Stock Shares and any such other Parity Securities, then the holders of such shares shall share Shares ratably in such distribution of assets in accordance with the amount which respective amounts that would be payable on such distribution if the amounts to which the holders of outstanding shares of Exchangeable Series E Preferred Stock Shares and the holders of outstanding shares of any such other Parity Securities are entitled Shares if all amounts payable thereon were paid in full. (b) . For the purpose of this paragraph 3 purposes of this Section 5.44, neither the voluntary sale, lease, conveyance, exchange or transfer none of (for cash, shares of stock, securities or other considerationi) of all or substantially all the property or assets of the Corporation nor the a consolidation or merger of the Corporation with one or more corporations or other corporations entities, (ii) a sale, lease or transfer of all or substantially all of the Corporation’s assets or (iii) a statutory share exchange shall be deemed to be a liquidation, dissolution or winding up, voluntary or involuntary, unless such voluntary saleof the Corporation. (b) Subject to the rights of the holders of Senior Shares and Parity Shares upon liquidation, leasedissolution or winding up, conveyance, exchange or transfer shall be in connection with a plan of upon any liquidation, dissolution or winding up of the business Corporation, after payment shall have been made in full to the holders of the CorporationSeries E Preferred Shares, as provided in this Section 4, any other series or class or classes of Junior Shares shall, subject to the respective terms and provisions (if any) applying thereto, be entitled to receive any and all assets remaining to be paid or distributed, and the holders of the Series E Preferred Shares shall not be entitled to share therein.

Liquidation Preference. (a) a. In the event of the liquidation, dissolution or winding up of the affairs of the Corporation, whether voluntary or involuntary, after payment or provision for payment of the debts and other liabilities of the Corporation, the holders of shares of the Series G Preferred Stock then outstanding shall be entitled to receive, out of the assets of the Corporation, whether such assets are capital or surplus of any nature, before any payment shall be made or any assets distributed to the holders of the Common Stock or any other Junior Stock, an amount equal to the Original Issuance Price plus any accrued and unpaid dividends thereon (the “Liquidation Preference Amount”). The liquidation payment with respect to each outstanding fractional share of Series G Preferred Stock shall be equal to a ratably proportionate amount of the liquidation payment with respect to each outstanding share of Series G Preferred Stock. All payments for which this Section 4.a provides shall be in cash, property (valued at its fair market value as determined by an independent appraiser reasonably acceptable to the holders of a majority of the Series G Preferred Stock), or a combination thereof; provided, however, that no cash shall be paid to holders of Junior Stock unless each holder of the outstanding shares of Series G Preferred Stock has been paid in cash the full Liquidation Preference Amount to which such holder is entitled as provided herein. After payment of the full Liquidation Preference Amount to which each holder is entitled, such holders of shares of Series G Preferred Stock will not be entitled to any further participation as such in any distribution of the assets of the Corporation. b. A consolidation or merger of the Corporation with or into any other corporation or corporations, or a sale of all or substantially all of the assets of the Corporation, or the effectuation by the Corporation of a transaction or series of transactions in which more than 50% of the voting shares of the Corporation is disposed of or conveyed, shall be, at the election of the holders of a majority of the Series G Preferred Stock, deemed to be a liquidation, dissolution, or winding up within the meaning of this Section 4; provided, however, that any such transaction shall not be deemed to be a liquidation, dissolution or winding up unless such transaction is approved by the Board of Directors of the Corporation and the holders of the Series G Preferred Stock do not control the Board of Directors. In the event of the merger or consolidation of the Corporation with or into another corporation that is not treated as a liquidation pursuant to this Section 4.b, the Series G Preferred Stock shall maintain its relative powers, designations and preferences provided for herein and no merger shall result inconsistent therewith. c. Written notice of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation, stating a payment date and the holders of shares of Exchangeable Preferred Stock then outstanding place where the distributable amounts shall be entitled to payable, shall be paid out of the assets of the Corporation available for distribution to its stockholders an amount in cash equal to $10 for each share outstandinggiven by mail, plus an amount in cash equal to all accrued but unpaid dividends postage prepaid, no less than forty-five (whether or not earned or declared45) thereon days prior to the payment date fixed for liquidationstated therein, dissolution or winding up before any payment shall be made or any assets distributed to the holders of any record of the Junior Securities; provided, however, that the holders of outstanding shares of the Exchangeable Series G Preferred Stock at their respective addresses as the same shall not be entitled to receive such liquidation payment until appear on the liquidation payments on all outstanding shares of Senior Securities, if any, shall have been paid in full. Except as provided in the preceding sentence, holders of Exchangeable Preferred Stock shall not be entitled to any distribution in the event of liquidation, dissolution or winding up of the affairs of the Corporation. If the assets of the Corporation are not sufficient to pay in full the liquidation payments payable to the holders of outstanding shares of the Exchangeable Preferred Stock and any Parity Securities, then the holders of such shares shall share ratably in such distribution of assets in accordance with the amount which would be payable on such distribution if the amounts to which the holders of outstanding shares of Exchangeable Preferred Stock and the holders of outstanding shares of such other Parity Securities are entitled were paid in full. (b) For the purpose of this paragraph 3 of this Section 5.4, neither the voluntary sale, lease, conveyance, exchange or transfer (for cash, shares of stock, securities or other consideration) of all or substantially all the property or assets of the Corporation nor the consolidation or merger of the Corporation with one or more other corporations shall be deemed to be a liquidation, dissolution or winding up, voluntary or involuntary, unless such voluntary sale, lease, conveyance, exchange or transfer shall be in connection with a plan of liquidation, dissolution or winding up of the business books of the Corporation.

Liquidation Preference. (a) In the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation, the holders of shares of Exchangeable Preferred Stock then outstanding shall be entitled to be paid out whether voluntary or involuntary, before any payment or distribution of the assets of the Corporation available (whether capital or surplus) shall be made to or set apart for distribution the holders of Junior Securities, the holders of the shares of PIK Preferred Stock shall be entitled to its stockholders an amount in cash equal to receive $10 for each 1,000 per share outstanding, of PIK Preferred Stock plus an amount in cash equal to all accrued but unpaid dividends (whether or not earned or declared) accrued and unpaid thereon to the date fixed for liquidation, dissolution or winding up before any payment shall be made or any assets distributed of final distribution to the such holders; but such holders of any of the Junior Securities; provided, however, that the holders of outstanding shares of the Exchangeable Preferred Stock shall not be entitled to receive such liquidation payment until the liquidation payments on all outstanding shares of Senior Securities, if any, shall have been paid in full. Except as provided in the preceding sentence, holders of Exchangeable Preferred Stock shall not be entitled to any distribution in the event of further payment. If, upon any liquidation, dissolution or winding up of the affairs of the Corporation. If , the assets of the Corporation are not sufficient Corporation, or proceeds thereof, distributable among the holders of the shares of PIK Preferred Stock shall be insufficient to pay in full the liquidation preferential amount aforesaid and liquidating payments payable to the holders of outstanding shares of the Exchangeable Preferred Stock and on any Parity Securities, then such assets, or the proceeds thereof, shall be distributed among the holders of shares of PIK Preferred Stock and any such shares shall share other Parity Securities ratably in such distribution of assets in accordance with the amount which respective amounts that would be payable on such distribution if the amounts to which the holders of outstanding shares of Exchangeable PIK Preferred Stock and the holders of outstanding shares of any such other Parity Securities are entitled stock if all amounts payable thereon were paid in full. (b) For the purpose . Notwithstanding anything else in this Certificate of this paragraph 3 of this Section 5.4Designations, neither the voluntary sale, lease, conveyance, exchange or transfer (for cash, shares of stock, securities or other consideration) of all or substantially all the property or assets of the Corporation nor the consolidation or merger of the Corporation with one or more other corporations shall be deemed to be a liquidation, dissolution or winding up, voluntary or involuntary, unless such voluntary sale, lease, conveyance, exchange or transfer shall be in connection with a plan of liquidation, dissolution or winding up of the business Corporation shall not be deemed to have occurred upon (i) the acquisition of the Corporation by another entity by means of any transaction or series of related transactions (including, without limitation, any reorganization, merger or consolidation, whether of the Corporation with or into any other corporation or corporations or of any other corporation or corporations with or into the Corporation; or (ii) a sale of all or substantially all of the assets of the Corporation. (b) Subject to the rights of the holders of any Parity Securities, after payment shall have been made in full to the holders of the PIK Preferred Stock, as provided in paragraph (a) of this Section 4, any other series or class or classes of Junior Securities shall, subject to the respective terms and provisions (if any) applying thereto, be entitled to receive any and all assets remaining to be paid or distributed, and the holders of the PIK Preferred Stock shall not be entitled to share therein.

Liquidation Preference. (a) In the event of any voluntary or involuntary a liquidation, dissolution or winding up of the affairs of the Corporation, whether voluntary or involuntary, the holders of then-outstanding shares of Exchangeable Series B Preferred Stock then outstanding shall be entitled to be paid receive out of the assets of the Corporation available for distribution to its stockholders Corporation, whether such assets are capital or surplus of any nature, an amount in cash per share equal to $10 for each share outstandingthe sum of (i) the dividends, plus an amount in cash equal if any, accumulated or deemed to all accrued but unpaid dividends (whether or not earned or declared) have accumulated thereon to the date fixed for liquidationof final distribution to such holders, dissolution whether or winding up not such dividends are declared, and (ii) the Stated Value thereof, and no more, before any payment shall be made or any assets distributed to the holders of any of the Junior Liquidation Securities; provided. After any such payment in full, however, that the holders of outstanding shares of the Exchangeable Series B Preferred Stock shall not not, as such, be entitled to receive such liquidation payment until any further participation in any distribution of assets of the Corporation. All the assets of the Corporation available for distribution to stockholders after the liquidation payments on all outstanding shares preferences of any Senior Liquidation Securities shall be distributed ratably (in proportion to the full distributable amounts to which holders of Series B Preferred Stock and Parity Liquidation Securities, if any, shall have been paid in full. Except as provided in are respectively entitled upon such dissolution, liquidation or winding up) among the preceding sentence, holders of Exchangeable the then-outstanding shares of Series B Preferred Stock shall not be entitled to any distribution in the event of liquidationand Parity Liquidation Securities, dissolution or winding up of the affairs of the Corporation. If the if any, when such assets of the Corporation are not sufficient to pay in full the liquidation payments aggregate amounts payable to the holders of outstanding shares of the Exchangeable Preferred Stock and any Parity Securities, then the holders of such shares shall share ratably in such distribution of assets in accordance with the amount which would be payable on such distribution if the amounts to which the holders of outstanding shares of Exchangeable Preferred Stock and the holders of outstanding shares of such other Parity Securities are entitled were paid in full. (b) For the purpose of this paragraph 3 of this Section 5.4, neither the voluntary sale, lease, conveyance, exchange or transfer (for cash, shares of stock, securities or other consideration) of all or substantially all the property or assets of the Corporation nor the thereon. Neither a consolidation or merger of the Corporation with one or more into any other corporations Person or Persons, nor a sale, conveyance, lease, exchange or transfer of all or part of the Corporation's assets for cash, securities or other property to a Person or Persons shall be deemed to be a liquidation, dissolution or winding upup of the Corporation for purposes of this Article IV, voluntary but the holders of shares of Series B Preferred Stock shall nevertheless be entitled from and after any such consolidation, merger or involuntary, unless such voluntary sale, conveyance, lease, conveyance, exchange or transfer shall be in connection with a plan of all or part of the Corporation's assets to the rights provided by this Article IV following any such transaction. Notice of any voluntary or involuntary liquidation, dissolution or winding up of the business Corporation, stating the payment date or dates when, and the place or places where, the amounts distributable to each holder of shares of Series B Preferred Stock in such circumstances shall be payable, shall be given by first-class mail, postage prepaid, mailed not less than 45 days prior to any payment date stated therein, to holders of record as they appear on the stock record books of the CorporationCorporation as of the date such notices are first mailed.

Liquidation Preference. (a) a. In the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation, the holders of shares of Exchangeable Preferred Stock then outstanding shall be entitled to be paid out whether voluntary or involuntary, before any payment or distribution of the assets of the Corporation shall be made to or set apart for the holders of shares ranking junior to the Series B Preferred Shares with respect to payment upon liquidation, dissolution or winding up, the holders of the Series B Preferred Shares shall be entitled to receive in immediately available for distribution to its stockholders funds an amount in cash equal to $10 for each share outstandingthe Issue Price per Series B Preferred Share, plus an amount in cash equal to all accrued but unpaid dividends (whether or not earned or declaredauthorized) accumulated and unpaid thereon to the date fixed for liquidation, dissolution or winding up before of final distribution (including any payment shall be made or any assets distributed partial Dividend Period) to such holders (the "Liquidation Preference"); but such holders of any of the Junior Securities; provided, however, that the holders of outstanding shares of the Exchangeable Preferred Stock shall not be entitled to receive such liquidation payment until the liquidation payments on all outstanding shares of Senior Securities, if any, shall have been paid in full. Except as provided in the preceding sentence, holders of Exchangeable Preferred Stock shall not be entitled to any distribution in the event of further payment. If, upon any liquidation, dissolution or winding up of the affairs of the Corporation. If , the assets of the Corporation are not sufficient Corporation, or proceeds thereof, distributable among the holders of the Series B Preferred Shares shall be insufficient to pay in full the liquidation Liquidation Preference and liquidating payments payable to on any other shares of any class or series of stock ranking on parity with the Series B Preferred Shares upon liquidation, dissolution and winding up, then such assets, or the proceeds thereof, shall be distributed among the holders of outstanding shares of the Exchangeable Series B Preferred Stock Shares and any Parity Securities, then the holders of such other shares shall share ratably in such distribution of assets in accordance with the amount which respective amounts that would be payable on such distribution if the amounts to which the holders of outstanding shares of Exchangeable Series B Preferred Stock Shares and the holders of outstanding shares of any such other Parity Securities are entitled shares if all amounts payable thereon were paid in full. (b) . For the purpose of this paragraph 3 purposes of this Section 5.43, neither the voluntary sale, lease, conveyance, exchange or transfer (for cash, shares of stock, securities or other considerationi) of all or substantially all the property or assets of the Corporation nor the a consolidation or merger of the Corporation with one or more other corporations entities, (ii) a sale or transfer of all or substantially all of the Corporation's assets, or (iii) a statutory share exchange shall not be deemed to be a liquidation, dissolution or winding up, voluntary or involuntary, unless such voluntary sale, lease, conveyance, exchange or transfer shall be in connection with a plan of liquidation, dissolution or winding up of the business of the Corporation.

Liquidation Preference. (a) In Unless otherwise provided in the event applicable prospectus supplement, we expect that the terms of any new series of preferred stock will provide that upon any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the CorporationSun, the holders of shares of Exchangeable Preferred Stock then outstanding shall be entitled to be paid out of the assets of the Corporation available for distribution to its stockholders an amount in cash equal to $10 for each share outstandingthen, plus an amount in cash equal to all accrued but unpaid dividends (whether or not earned or declared) thereon to the date fixed for liquidation, dissolution or winding up before any distribution or payment shall be made or any assets distributed to the holders of any of the Junior Securities; providedjunior stock, however, that the holders of outstanding shares such new series of the Exchangeable Preferred Stock preferred stock shall not be entitled to receive such liquidation payment until out of our assets legally available for distribution to shareholders, subject to the liquidation payments on preference rights of any series of preferred stock ranking senior to such new series of preferred stock, liquidating distributions in the amount of the liquidation preference per share (set forth in the applicable prospectus supplement), plus an amount equal to all outstanding shares distributions accrued and unpaid thereon (which shall not include any accumulation in respect of Senior Securitiesunpaid distributions for prior distribution periods if such preferred stock does not have a cumulative distribution). After payment of the full amount of the liquidating distributions to which they are entitled, if anywe expect that, shall have been paid in full. Except as unless otherwise provided in the preceding sentenceapplicable prospectus supplement, holders of Exchangeable Preferred Stock shall not be entitled to any distribution in the event of liquidation, dissolution or winding up of the affairs of the Corporation. If the assets of the Corporation are not sufficient to pay in full the liquidation payments payable to the holders of outstanding shares any new series of preferred stock will have no right or claim to any of our remaining assets. In the Exchangeable Preferred Stock and event that upon any Parity Securities, then the holders of such shares shall share ratably in such distribution of assets in accordance with the amount which would be payable on such distribution if the amounts to which the holders of outstanding shares of Exchangeable Preferred Stock and the holders of outstanding shares of such other Parity Securities are entitled were paid in full. (b) For the purpose of this paragraph 3 of this Section 5.4, neither the voluntary sale, lease, conveyance, exchange or transfer (for cash, shares of stock, securities or other consideration) of all or substantially all the property or assets of the Corporation nor the consolidation or merger of the Corporation with one or more other corporations shall be deemed to be a involuntary liquidation, dissolution or winding up, voluntary our available assets are insufficient to pay the amount of the liquidating distributions on all outstanding shares of such series of preferred stock and the corresponding amounts payable on all shares of other classes or involuntaryseries of our capital stock ranking on a parity with such series of preferred stock in the distribution of assets, we expect the terms of such preferred stock will provide that the holders of such series of preferred stock and all other such classes or series of capital stock shall share ratably in any such distribution of assets in proportion to the full liquidating distributions to which they would otherwise be respectively entitled unless such voluntary sale, lease, conveyance, exchange or transfer shall be otherwise provided in connection with a plan the applicable prospectus supplement. Subject to the liquidation preference rights of any series of preferred stock ranking senior to the applicable series of preferred stock upon liquidation, dissolution or winding up if liquidating distributions shall have been made in full to all holders of shares of a new series of preferred stock, we expect that our remaining assets will be distributed among the business holders of the Corporationjunior stock according to their respective rights and preferences.

Liquidation Preference. (a) In the event of any voluntary or involuntary a liquidation, dissolution or winding up of the affairs of the Corporation, whether voluntary or involuntary (a “Liquidation”), the holders of shares of Exchangeable the Series A Preferred Stock then outstanding shall be entitled to be paid receive out of the available assets of the Corporation available for distribution to its stockholders Corporation, whether such assets are stated capital or surplus of any nature, an amount in cash on such date equal to $10 for each 0.01 per share outstandingof Series A Preferred Stock, plus an the amount in cash equal to all accrued of any declared but unpaid dividends thereon as of such date, calculated pursuant to Section 2 (whether or not earned or declared) thereon to the date fixed for liquidation, dissolution or winding up “Liquidation Preference”). 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 Junior SecuritiesCommon Stock or any other class or series of the Corporation’s capital stock ranking junior as to liquidation rights to the Series A Preferred Stock. (b) After the payment of the Liquidation Preference, the remaining assets of the Corporation shall be distributed pro rata to the holders of Common Stock and Series A Preferred Stock, and the holders of Common Stock and Series A Preferred Stock will be entitled to receive the same amount per share in respect thereof. (c) Neither the consolidation nor merger of the Corporation into or with any other entity, nor the sale or transfer by the Corporation of all or any part of its assets, nor the reduction of the capital stock of the Corporation, shall be deemed to be a Liquidation; provided, however, that in any such transaction, to the extent that holders of Common Stock receive consideration other than voting securities, the holders of outstanding shares of the Exchangeable Series A Preferred Stock shall not be entitled receive identical consideration per share, and to the extent that holder of Common Stock receive such liquidation payment until voting securities, the liquidation payments on all outstanding shares of Senior Securities, if any, shall have been paid in full. Except as provided in the preceding sentence, holders of Exchangeable Series A Preferred Stock shall not receive non-voting securities that are otherwise identical to the securities received by holders of Common Stock; provided, further that if the aggregate consideration to be entitled to any distribution in the event of liquidation, dissolution or winding up of the affairs of the Corporation. If the assets of the Corporation are not sufficient to pay in full the liquidation payments payable to received by the holders of outstanding shares of the Exchangeable Series A Preferred Stock and in any Parity Securitiessuch transaction would be less than what such holders would have received had such transaction been deemed to be a Liquidation, then the holders of such shares shall share ratably in such distribution of assets in accordance with the amount which would be payable on such distribution if the amounts to which the holders of outstanding shares of Exchangeable Preferred Stock and the holders of outstanding shares of such other Parity Securities are entitled were paid in full. (b) For the purpose of this paragraph 3 of this Section 5.4, neither the voluntary sale, lease, conveyance, exchange or transfer (for cash, shares of stock, securities or other consideration) of all or substantially all the property or assets of the Corporation nor the consolidation or merger of the Corporation with one or more other corporations transaction shall be deemed to be a liquidation, dissolution or winding up, voluntary or involuntary, unless such voluntary sale, lease, conveyance, exchange or transfer Liquidation within the meaning of this Section 3(a). (d) Any securities to be delivered to the holders of the Series A Preferred Stock pursuant to this Section 3 as a consequence of a Liquidation shall be in connection with a plan of liquidation, dissolution or winding up of the business of the Corporationvalued at their Fair Market Value.

Liquidation Preference. (a) In the event of any voluntary or involuntary a liquidation, ---------------------- dissolution or winding up of the affairs of the Corporation, whether voluntary or involuntary, the holders of shares of Exchangeable Convertible Preferred Stock then outstanding shall be entitled to be paid receive out of the assets of the Corporation available for distribution to its stockholders Corporation, whether such assets constitute stated capital or surplus of any nature, an amount in cash equal to $10 for each share outstanding, plus an amount in cash equal to all accrued but the dividends accumulated and unpaid dividends (whether or not earned or declared) thereon to the date fixed for liquidationof final distribution to such holders, dissolution whether or winding up not declared, without interest, plus a sum equal to $1,000 per share, and no more, before any payment shall be made or any assets distributed to the holders of Common Stock or any other capital stock of the Corporation ranking junior as to liquidation rights to the Convertible Preferred Stock (such Common Stock and other capital stock being referred to herein collectively as "Junior SecuritiesLiquidation ------------------ Stock"); provided, however, that such rights shall accrue to the holders of outstanding shares of the Exchangeable Convertible ----- Preferred Stock shall not be entitled to receive such liquidation payment until the liquidation payments on all outstanding shares of Senior Securities, if any, shall have been paid in full. Except as provided in the preceding sentence, holders of Exchangeable Preferred Stock shall not be entitled to any distribution only in the event that the Corporation's payments with respect to the liquidation preferences of the holders of capital stock of the Corporation ranking senior as to liquidation rights to the Convertible Preferred Stock (such capital stock being referred to herein as "Senior Liquidation ------------------ Stock") are fully met. If upon liquidation, dissolution or winding up of the affairs of the ----- Corporation. If , the assets of the Corporation available for distribution after the liquidation preferences of any Senior Liquidation Stock are not sufficient insufficient to pay in full the liquidation payments payable to the holders of outstanding shares of the Exchangeable Convertible Preferred Stock and any Parity Securitiesother capital stock of the Corporation which ranks on a parity as to liquidation rights with the Convertible Preferred Stock, the entire assets of the Corporation then available for distribution shall be distributed ratably among the holders of the Convertible Preferred Stock and any other capital stock of the Corporation which ranks on a parity as to liquidation rights with the Convertible Preferred Stock in proportion to the respective preferential amounts to which each is entitled (but only to the extent of such preferential amounts). After payment in full of the liquidation preference of the shares of the Convertible Preferred Stock, the holders of such shares shall share ratably not be entitled to any further participation in such any distribution of assets in accordance with by the amount which would be payable on such distribution if the amounts to which the holders of outstanding shares of Exchangeable Preferred Stock and the holders of outstanding shares of such other Parity Securities are entitled were paid in full. (b) For the purpose of this paragraph 3 of this Section 5.4, neither the voluntary sale, lease, conveyance, exchange or transfer (for cash, shares of stock, securities or other consideration) of all or substantially all the property or assets of the Corporation nor the Corporation. Neither a consolidation or merger of the Corporation with one another corporation nor a sale or more transfer of all or part of the Corporation's assets for cash, securities or other corporations shall property will be deemed to be a liquidation, dissolution or winding up, voluntary or involuntary, unless such voluntary sale, lease, conveyance, exchange or transfer shall be in connection with a plan of liquidation, dissolution or winding up of the business Corporation for purposes of the Corporationthis Section 5.

Liquidation Preference. (a) In the event of any voluntary or ---------------------- involuntary liquidation, winding-up or dissolution or winding up of the affairs Company or reduction or decrease in its capital stock resulting in a distribution of assets to the holders of any class or series of the CorporationCompany's capital stock, after there shall have been paid, or set apart for payment, to the holders of the outstanding shares of any class having preference over the Convertible Preferred Stock the preferential amounts as to which they are respectively entitled, the holders of shares of Exchangeable the Convertible Preferred Stock then outstanding shall be entitled to share ratably with the holders of the Common Stock (and all other classes and series of stock entitled to participate with the Common Stock) in the remaining assets of the Company on the basis that such holders would share if all outstanding shares of Convertible Preferred Stock were then converted into Common Stock; provided, that in the -------- event that such payment would be paid less than $0.01 per share of Convertible Preferred Stock, the holders of the Convertible Preferred Stock shall instead be entitled to receive out of the assets of the Corporation Company available for distribution to its stockholders stockholders, whether from capital, surplus or earnings, an amount in cash per share of Convertible Preferred Stock equal to $10 0.01 per share (or if less than $0.01 per share is available for each share outstandingdistribution in respect of the Convertible Preferred Stock, plus an amount then all such remaining funds shall be distributed pro rata in cash equal to all accrued but unpaid dividends (whether or not earned or declared) thereon to respect of the date fixed for liquidation--- ---- Convertible Preferred Stock), dissolution or winding up before any payment or distribution shall be made or any assets distributed to the holders of the Common Stock (or any other class or series of stock entitled to participate with the Common Stock). If, upon any liquidation, winding-up or dissolution of the Junior Securities; providedCompany, however, that the holders of outstanding shares of the Exchangeable Preferred Stock shall not be entitled to receive such liquidation payment until the liquidation payments on all outstanding shares of Senior Securities, if any, shall have been paid in full. Except as provided in the preceding sentence, holders of Exchangeable Preferred Stock shall not be entitled to any distribution in the event of liquidation, dissolution or winding up of the affairs of the Corporation. If the assets of the Corporation are not sufficient Company, or proceeds thereof, distributable among the holders of shares of Convertible Preferred Stock or any capital stock ranking on a parity with the Convertible Preferred Stock upon liquidation, winding-up or dissolution of the Company, shall be insufficient to pay in full the liquidation payments payable preferential amounts to the holders of outstanding shares of the Exchangeable Preferred Stock and any Parity Securitieswhich such stock would be entitled, then such assets, or the proceeds thereof, shall be distributable among such holders of such shares shall share ratably in such distribution of assets in accordance with the amount respective amounts which would be payable on such distribution shares if the all amounts to which the holders of outstanding shares of Exchangeable Preferred Stock and the holders of outstanding shares of such other Parity Securities are entitled payable thereon were paid payable in full. (b) . For the purpose of this paragraph 3 of this Section 5.4purposes hereof, neither a consolidation nor merger of the voluntary saleCompany with one or more other corporations, lease, conveyance, exchange nor a sale or a transfer (for cash, shares of stock, securities or other consideration) of all or substantially all of the property or assets of the Corporation nor the consolidation or merger of the Corporation with one or more other corporations Company, shall be deemed to be a liquidation, dissolution winding- up or winding updissolution, voluntary or involuntary, unless such voluntary sale, lease, conveyance, exchange or transfer shall be in connection with a plan of liquidation, dissolution or winding up of the business of the CorporationCompany.

Liquidation Preference. (a) In The liquidation preference of the Series B Cumulative Convertible Preferred Stock shall be $200.00 per share (the "Liquidation Preference"). Subject to the full payment of the liquidation preferences of the $21.25 Preferred Stock and the shares of stock of the Corporation hereafter issued ranking senior as to liquidation rights to the Series B Cumulative Convertible Preferred Stock (the "Senior Liquidation Stock"), in the event of any voluntary or involuntary a liquidation, dissolution or winding up of the affairs of the Corporation, whether voluntary or involuntary, the holders of shares of Exchangeable Series B Cumulative Convertible Preferred Stock then outstanding shall be entitled to be paid receive out of the assets of the Corporation available for Corporation, whether such assets are stated capital or surplus of any nature, an amount equal to the dividends accrued and unpaid on such shares on the date of final distribution to its stockholders an amount in cash equal to $10 for each share outstandingsuch holders, plus an amount in cash equal to all accrued but unpaid dividends (whether or not earned or declared) thereon , without interest, plus a sum equal to the date fixed for liquidationLiquidation Preference, dissolution or winding up and no more, before any payment shall be made or any assets distributed to the holders of shares of Common Stock or any other class or series of the Corporation's stock hereafter issued ranking junior as to liquidation rights to the Series B Cumulative Convertible Preferred Stock (collectively, the "Junior SecuritiesLiquidation Stock"). (b) The assets of the Corporation available for distribution after the liquidation preferences of the Senior Liquidation Stock are fully met shall be distributed ratably among the holders of the Series B Cumulative Convertible Preferred Stock and any other class or series of the Corporation's stock hereafter issued ranking on a parity as to liquidation rights with the Series B Cumulative Convertible Preferred Stock in proportion to the respective preferential amounts to which each is entitled (but only to the extent of such preferential amounts); provided, however, that after payment in full of the -------- ------- Liquidation Preferences, the holders of outstanding the shares of the Exchangeable Preferred Stock shall not be entitled to receive such liquidation payment until the liquidation payments on all outstanding shares of Senior Securities, if any, shall have been paid in full. Except as provided in the preceding sentence, holders of Exchangeable Series B Cumulative Convertible Preferred Stock shall not be entitled to any further participation in any distribution in of assets by the event Corporation. Neither a consolidation or merger of the Corporation with or into another corporation nor a merger of any other corporation with or into the Corporation, nor a sale or transfer of all or any part of the Corporation's assets for cash, securities or other property, will be considered a liquidation, dissolution or winding up of the affairs of the Corporation. If the assets of the Corporation are not sufficient to pay in full the liquidation payments payable to the holders of outstanding shares of the Exchangeable Preferred Stock and any Parity Securities, then the holders of such shares shall share ratably in such distribution of assets in accordance with the amount which would be payable on such distribution if the amounts to which the holders of outstanding shares of Exchangeable Preferred Stock and the holders of outstanding shares of such other Parity Securities are entitled were paid in full. (b) For the purpose of this paragraph 3 of this Section 5.4, neither the voluntary sale, lease, conveyance, exchange or transfer (for cash, shares of stock, securities or other consideration) of all or substantially all the property or assets of the Corporation nor the consolidation or merger of the Corporation with one or more other corporations shall be deemed to be a liquidation, dissolution or winding up, voluntary or involuntary, unless such voluntary sale, lease, conveyance, exchange or transfer shall be in connection with a plan of liquidation, dissolution or winding up of the business of the Corporation.

Liquidation Preference. (a) In the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation, the holders of shares of Exchangeable Preferred Stock then outstanding shall be entitled to be paid out whether voluntary or involuntary, before any payment or distribution of the assets of the Corporation available shall be made to or set apart for distribution the holders of Junior Stock, the holders of the Series J Preferred Stock shall be entitled to its stockholders an amount in cash equal to receive $10 for each 25.00 per share outstanding, (the “Liquidation Preference”) plus an amount in cash per share equal to all accrued but and unpaid dividends (whether or not earned or declared) thereon to to, but not including, the date fixed for liquidation, dissolution or winding up before any payment shall be made or any assets distributed of final distribution to the such holders; but such holders of any of the Junior Securities; provided, however, that the holders of outstanding shares of the Exchangeable Preferred Stock shall not be entitled to receive such liquidation payment until the liquidation payments on all outstanding shares of Senior Securities, if any, shall have been paid in full. Except as provided in the preceding sentence, holders of Exchangeable Series J Preferred Stock shall not be entitled to any distribution in the event of further payment. If, upon any such liquidation, dissolution or winding up of the affairs of the Corporation. If , the assets of the Corporation are not sufficient Corporation, or proceeds thereof, distributable among the holders of the Series J Preferred Stock shall be insufficient to pay in full the liquidation preferential amount aforesaid and liquidating payments payable to on any other Parity Stock, then such assets, or the proceeds thereof, shall be distributed among the holders of outstanding shares of the Exchangeable such Series J Preferred Stock and any such other Parity Securities, then the holders of such shares shall share Stock ratably in such distribution of assets in accordance with the amount which respective amounts that would be payable on such distribution if the amounts to which the holders of outstanding shares of Exchangeable Series J Preferred Stock and the holders of outstanding shares of any such other Parity Securities are entitled Stock if all amounts payable thereon were paid in full. (b) . For the purpose of this paragraph 3 purposes of this Section 5.44, neither the voluntary sale, lease, conveyance, exchange or transfer none of (for cash, shares of stock, securities or other considerationi) of all or substantially all the property or assets of the Corporation nor the a consolidation or merger of the Corporation with one or more other corporations entities, (ii) a statutory stock exchange by the Corporation or (iii) a sale or transfer of all or substantially all of the Corporation’s assets shall be deemed to be a liquidation, dissolution or winding up, voluntary or involuntary, unless such voluntary saleof the Corporation. (b) Until payment shall have been made in full to the holders of the Series J Preferred Stock, leaseas provided in this Section 4, conveyanceand to the holders of Parity Stock, exchange or transfer shall subject to any terms and provisions applying thereto, no payment will be in connection with a plan made to any holder of Junior Stock upon the liquidation, dissolution or winding up of the business Corporation. Subject to the rights of the holders of Parity Stock, upon any liquidation, dissolution or winding up of the Corporation, after payment shall have been made in full to the holders of the Series J Preferred Stock, as provided in this Section 4, any series or class or classes of Junior Stock shall, subject to any respective terms and provisions applying thereto, be entitled to receive any and all assets remaining to be paid or distributed, and the holders of the Series J Preferred Stock shall not be entitled to share therein.

Liquidation Preference. (a) In the event of Section 3.1 Upon any voluntary or involuntary liquidation, dissolution or winding winding-up of the affairs of the CorporationCompany, the holders of shares of Exchangeable Preferred Stock Shares then outstanding shall be entitled to receive and to be paid out of the assets of the Corporation Company legally available for distribution to its stockholders the Company’s stockholders, before any distribution or payment may be made to a holder of any Junior Securities, an amount in cash per share equal to $10 for each share outstanding, the greater of (i) the Accrued Liquidation Preference plus the amount of any current dividends accrued and unpaid in the then-current Dividend Period and (ii) an amount in cash equal to all accrued but unpaid dividends (whether or not earned or declared) thereon to the date fixed for amount the Holders of Preferred Shares would have received upon such liquidation, dissolution or winding winding-up before of the Company had all such Holders converted such Preferred Shares into Class A Common Stock (or Reference Property, to the extent applicable) immediately prior thereto (assuming, for this purpose, that any payment applicable Voting Trigger Redemption Option has not been exercised) (the “Participating Liquidation Preference,” and such greater amount, the “Liquidation Preference“), and no more. Section 3.2 Subject to the following sentences, the Liquidation Preference shall be made or any assets distributed to the holders of any of the Junior Securities; provided, however, that the holders of outstanding shares of the Exchangeable Preferred Stock shall not be entitled to receive such liquidation payment until the liquidation payments on all outstanding shares of Senior Securities, if any, shall have been paid in fullcash. Except as provided in the preceding sentence, holders of Exchangeable Preferred Stock shall not be entitled to If upon any distribution in the event of liquidation, dissolution or winding up of the affairs of Company, the Corporation. If cash legally available for distribution to the assets of the Corporation are not sufficient Company’s stockholders is insufficient to pay in the Holders the full the liquidation payments payable to Liquidation Preference and the holders of outstanding shares of all Parity Securities the Exchangeable Preferred Stock full cash liquidation preferences to which they are entitled, the Holders and any Parity Securities, then the holders of such shares shall Parity Securities will share the cash legally available for distribution to the Company’s stockholders ratably in such distribution proportion to the full respective amounts of assets in accordance with the amount which would be payable on such distribution if the amounts cash to which the holders of outstanding shares of Exchangeable Preferred Stock and the holders of outstanding shares of they are entitled. If upon any such other Parity Securities are entitled were paid in full. (b) For the purpose of this paragraph 3 of this Section 5.4, neither the voluntary sale, lease, conveyance, exchange or transfer (for cash, shares of stock, securities or other consideration) of all or substantially all the property or assets of the Corporation nor the consolidation or merger of the Corporation with one or more other corporations shall be deemed to be a liquidation, dissolution or winding up, voluntary or involuntary, unless such voluntary sale, lease, conveyance, exchange or transfer shall be in connection with a plan of liquidation, dissolution or winding up of the business Company, the assets of the CorporationCompany legally available for distribution to the Company’s stockholders are insufficient to pay the Holders the full Liquidation Preference and the holders of all Parity Securities the full liquidation preferences to which they are entitled, the Holders and the holders of such Parity Securities will share ratably in any such distribution of the assets of the Company in proportion to the full respective amounts to which they are entitled. Section 3.3 After payment to the Holders of the full Liquidation Preference to which they are entitled, the Holders as such will have no right or claim to any of the assets of the Company. Section 3.4 No holder of Junior Securities shall receive any assets upon any liquidation, dissolution or winding-up of the Company unless the entire Liquidation Preference in respect of the Preferred Shares has been paid. Section 3.5 The amount deemed paid or distributed to the holders of Capital Stock of the Company upon any such liquidation, dissolution or winding up of the Company shall be (i) in the case of cash, the amount of cash paid and (ii) in the case of any other assets, the value of such other assets as determined in good faith by the Board.

Liquidation Preference. (a) In 1. Upon the event of any voluntary or involuntary liquidation, dissolution or winding winding-up of the affairs of the Corporation, the holders of shares of Exchangeable the Series H Preferred Stock then outstanding shall be entitled to receive and to be paid out of the assets of the Corporation legally available for distribution to its stockholders an amount in cash equal to a liquidating distribution of $10 for each share outstanding25.00 per share, plus an amount in cash equal to all accrued but any declared and unpaid dividends (whether or not earned or declared) thereon to the date fixed for liquidationdividends, dissolution or winding up without accumulation of any undeclared dividends, before any payment shall be made or any distribution of assets distributed to the holders of the Common Stock or any other class or series of Junior Securities. Holders of the Junior Securities; provided, however, that the holders of outstanding shares of the Exchangeable Preferred Stock shall not be entitled to receive such liquidation payment until the liquidation payments on all outstanding shares of Senior Securities, if any, shall have been paid in full. Except as provided in the preceding sentence, holders of Exchangeable Series H Preferred Stock shall not be entitled to any distribution in other amounts from the event of liquidation, dissolution Corporation and shall have no right or winding up claim to any of the affairs remaining assets of the CorporationCorporation after such holders have received their full liquidating distribution as provided for in this Section 3. 2. If In any such distribution, if the assets of the Corporation are not sufficient to pay the liquidation preference plus declared and unpaid dividends in full to all holders of the Series H Preferred Stock and the liquidation payments payable amounts owed to all holders of Parity Securities, if any, the amounts paid to the holders of outstanding shares of the Exchangeable Preferred Stock and any Parity Securities, then the holders of such shares shall share ratably in such distribution of assets in accordance with the amount which would be payable on such distribution if the amounts to which the holders of outstanding shares of Exchangeable Series H Preferred Stock and the holders of outstanding shares of such other Parity Securities are entitled were Securities, if any, shall be paid pro rata in accordance with the respective aggregate liquidating distributions owed to those holders. If the liquidation preference plus declared and unpaid dividends has been paid in fullfull to all holders of the Series H Preferred Stock and the liquidation amounts owed to all holders of Parity Securities, if any, have been paid in full to all such holders, the holders of Junior Securities shall be entitled to receive all remaining assets of the Corporation according to their respective rights and preferences. (b) 3. For the purpose of this paragraph 3 purposes of this Section 5.43, neither the voluntary merger or consolidation by the Corporation with or into any other entity, including a merger or consolidation in which the holders of the Series H Preferred Stock receive cash, securities or property for their shares, or the sale, lease, conveyance, exchange or transfer (of all or substantially all of the assets or business of the Corporation for cash, shares of stock, securities or other consideration) of all or substantially all the property or assets of the Corporation nor the consolidation or merger of the Corporation with one or more other corporations , shall be deemed to be not constitute a liquidation, dissolution or winding up, voluntary or involuntary, unless such voluntary sale, lease, conveyance, exchange or transfer shall be in connection with a plan of liquidation, dissolution or winding up of the business Corporation. 4. The Series H Preferred Stock ranks on a parity with the Corporation’s Series E Preferred Stock, Series F Preferred Stock and Series G Preferred Stock in the distribution of assets on any liquidation, dissolution or winding up of the Corporation.

Liquidation Preference. (a) In the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation, the holders of shares of Exchangeable Preferred Stock then outstanding shall be entitled to be paid out whether voluntary or involuntary, before any payment or distribution of the assets of the Corporation available (whether capital or surplus) shall be made to or set apart for distribution the holders of Junior Shares, the holders of the Series B Preferred Shares shall be entitled to its stockholders an amount in cash equal to receive Twenty Eight Dollars and Fifty Cents ($10 for each share outstanding, 28.50) (the "Liquidation Preference") per Series B Preferred Share plus an amount in cash equal to all accrued but unpaid dividends (whether or not earned or declared) accumulated, accrued and unpaid thereon to the date fixed for liquidation, dissolution or winding up before any payment shall be made or any assets distributed of final distribution to the such holders; but such holders of any of the Junior Securities; provided, however, that the holders of outstanding shares of the Exchangeable Preferred Stock shall not be entitled to receive such liquidation payment until the liquidation payments on all outstanding shares of Senior Securities, if any, shall have been paid in full. Except as provided in the preceding sentence, holders of Exchangeable Preferred Stock shall not be entitled to any further payment; provided, that the dividend payable with respect to the Dividend Period containing the date of final distribution shall be equal to the greater of (i) the dividend provided in Section 3(a)(i) or (ii) the event dividend determined pursuant to Section 3(a)(ii) for the preceding Dividend Period. Until the holders of the Series B Preferred Shares have been paid the Liquidation Preference in full, no payment will be made to any holder of Junior Stock upon the liquidation, dissolution, or winding up of the Corporation. If, upon any liquidation, dissolution or winding up of the affairs of the Corporation. If , the assets of the Corporation are not sufficient Corporation, or proceeds thereof, distributable among the holders of the Series B Preferred Shares shall be insufficient to pay in full the liquidation preferential amount aforesaid and liquidating payments payable to on any other shares of any class or series of Parity Shares, then such assets, or the proceeds thereof, shall be distributed among the holders of outstanding shares of the Exchangeable Series B Preferred Stock Shares and any such other Parity Securities, then the holders of such shares shall share Shares ratably in such distribution of assets in accordance with the amount which respective amounts that would be payable on such distribution if the amounts to which the holders of outstanding shares of Exchangeable Series B Preferred Stock Shares and the holders of outstanding shares of any such other Parity Securities are entitled Shares if all amounts payable thereon were paid in full. (b) . For the purpose of this paragraph 3 purposes of this Section 5.44, neither the voluntary sale, lease, conveyance, exchange or transfer (for cash, shares of stock, securities or other considerationi) of all or substantially all the property or assets of the Corporation nor the a consolidation or merger of the Corporation with one or more corporations, real estate investment trusts or other corporations entities, (ii) a sale, lease or conveyance of all or substantially all of the Corporation's property or business or (iii) a statutory share exchange shall not be deemed to be a liquidation, dissolution or winding up, voluntary or involuntary, unless such voluntary saleof the Corporation. (b) Subject to the rights of the holders of shares of any Parity Shares upon liquidation, leasedissolution or winding up, conveyance, exchange or transfer shall be in connection with a plan of upon any liquidation, dissolution or winding up of the business Corporation, after payment shall have been made in full to the holders of the CorporationSeries B Preferred Shares, as provided in this Section 4, any other series or class or classes of Junior Shares shall, subject to the respective terms and provisions (if any) applying thereto, be entitled to receive any and all assets remaining to be paid or distributed, and the holders of the Series B Preferred Shares shall not be entitled to share therein.

Liquidation Preference. (a) In the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation, the holders of shares of Exchangeable Preferred Stock then outstanding shall be entitled to be paid out whether voluntary or involuntary, before any payment or distribution of the assets of the Corporation available shall be made to or set apart for distribution the holders of Junior Stock, the holders of the Series H Preferred Stock shall be entitled to its stockholders an amount in cash equal to receive $10 for each 25.00 per share outstanding, (the “Liquidation Preference”) plus an amount in cash per share equal to all accrued but and unpaid dividends (whether or not earned or declared) thereon to to, but not including, the date fixed for liquidation, dissolution or winding up before any payment shall be made or any assets distributed of final distribution to the such holders; but such holders of any of the Junior Securities; provided, however, that the holders of outstanding shares of the Exchangeable Preferred Stock shall not be entitled to receive such liquidation payment until the liquidation payments on all outstanding shares of Senior Securities, if any, shall have been paid in full. Except as provided in the preceding sentence, holders of Exchangeable Series H Preferred Stock shall not be entitled to any distribution in the event of further payment. If, upon any such liquidation, dissolution or winding up of the affairs of the Corporation. If , the assets of the Corporation are not sufficient Corporation, or proceeds thereof, distributable among the holders of the Series H Preferred Stock shall be insufficient to pay in full the liquidation preferential amount aforesaid and liquidating payments payable to on any other Parity Stock, then such assets, or the proceeds thereof, shall be distributed among the holders of outstanding shares of the Exchangeable such Series H Preferred Stock and any such other Parity Securities, then the holders of such shares shall share Stock ratably in such distribution of assets in accordance with the amount which respective amounts that would be payable on such distribution if the amounts to which the holders of outstanding shares of Exchangeable Series H Preferred Stock and the holders of outstanding shares of any such other Parity Securities are entitled Stock if all amounts payable thereon were paid in full. (b) . For the purpose of this paragraph 3 purposes of this Section 5.44, neither the voluntary sale, lease, conveyance, exchange or transfer none of (for cash, shares of stock, securities or other considerationi) of all or substantially all the property or assets of the Corporation nor the a consolidation or merger of the Corporation with one or more other corporations entities, (ii) a statutory stock exchange by the Corporation or (iii) a sale or transfer of all or substantially all of the Corporation’s assets shall be deemed to be a liquidation, dissolution or winding up, voluntary or involuntary, unless such voluntary saleof the Corporation. (b) Until payment shall have been made in full to the holders of the Series H Preferred Stock, leaseas provided in this Section 4, conveyanceand to the holders of Parity Stock, exchange or transfer shall subject to any terms and provisions applying thereto, no payment will be in connection with a plan made to any holder of Junior Stock upon the liquidation, dissolution or winding up of the business Corporation. Subject to the rights of the holders of Parity Stock, upon any liquidation, dissolution or winding up of the Corporation, after payment shall have been made in full to the holders of the Series H Preferred Stock, as provided in this Section 4, any series or class or classes of Junior Stock shall, subject to any respective terms and provisions applying thereto, be entitled to receive any and all assets remaining to be paid or distributed, and the holders of the Series H Preferred Stock shall not be entitled to share therein.

Liquidation Preference. (a) In the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation, the holders of the shares of Exchangeable Series B Preferred Stock then outstanding shall be entitled to be paid out of the assets of the Corporation available for distribution to its stockholders an amount stockholders, prior and in cash equal preference to $10 for each share outstanding, plus an amount in cash equal to all accrued but unpaid dividends (whether or not earned or declared) thereon to any distribution of any of the date fixed for liquidation, dissolution or winding up before any payment shall be made or any assets distributed of the Corporation to the holders of any common stock or any other class or series of capital stock ranking junior to the Series B Preferred Stock, an amount in cash per outstanding share of the Junior Securities; provided, however, that the holders of outstanding shares of the Exchangeable Series B Preferred Stock shall not be entitled equal to receive such liquidation payment until $1.00 (the liquidation payments on all outstanding shares of Senior Securities, if any, shall have been paid in full. Except as provided in the preceding sentence, holders of Exchangeable Preferred Stock shall not be entitled to any distribution in the event of liquidation, dissolution or winding up of the affairs of the Corporation"Series B Liquidation Preference"). If the assets of the Corporation are not sufficient to pay in full the liquidation payments Series B Liquidation Preference payable to the holders of outstanding shares of the Exchangeable Series B Preferred Stock and any Parity Securitiesthe liquidation preference of all other securities that rank pari passu with the Series B Preferred Stock, then the holders of all such shares shall share ratably in such distribution of assets in accordance with proportion to the amount which would be payable on such distribution if the amounts Series B Liquidation Preference to which the holders of outstanding shares of Exchangeable Series B Preferred Stock and the liquidation preferences to which the holders of outstanding shares of such other Parity Securities securities that rank pari passu with the Series B Preferred Stock are entitled were paid in full. (b) . Upon any such liquidation, dissolution or winding up of the Corporation, after the holders of Series B Preferred Stock shall have been paid in full their Series B Liquidation Preference, the holders of shares of Series B Preferred Stock shall not be entitled to share in any further distribution of assets. For the purpose of this paragraph 3 purposes of this Section 5.42, neither the voluntary sale, lease, conveyance, exchange or transfer (for cash, shares of stock, securities or other consideration) of all or substantially all of the property property, assets or assets outstanding equity securities of the Corporation nor or the merger or consolidation or merger of the Corporation with one or more other corporations shall be deemed to be a liquidation, dissolution or winding up, voluntary or involuntary, unless such of the Corporation. Written notice of any voluntary sale, lease, conveyance, exchange or transfer shall be in connection with a plan of involuntary liquidation, dissolution or winding up of the business affairs of the Corporation, stating the payment date and the place where the distributable amount shall be payable, shall be given by mail, postage prepaid, not less than 60 days prior to the payment date stated therein, to the holders of record of the Series B Preferred Stock at their respective addresses as the same shall then appear on the books of the Corporation.

Liquidation Preference. (ai) In the event of Upon any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the CorporationCompany, the holders Holders of shares of Exchangeable Series A Preferred Stock then outstanding shall be entitled to be paid paid, out of the assets of the Corporation Company available for distribution to its stockholders an amount in cash equal to stockholders, $10 for each 1,000 per share outstandingof Series A Preferred Stock (the "Liquidation Preference"), plus an amount in cash equal to accumulated and unpaid dividends thereon (and all accrued but and unpaid dividends (whether or not earned or declaredinterest thereon) thereon to the date fixed for liquidation, dissolution or winding up (including an amount equal to a prorated dividend for the period from the last Dividend Payment Date to the date fixed for liquidation, dissolution or winding up) before any payment shall be made or any assets distributed to the holders of any of the Junior Securities; provided, howeverincluding, that the holders of outstanding shares without limitation, common stock of the Exchangeable Preferred Stock shall not be entitled to receive such liquidation payment until the liquidation payments on all outstanding shares of Senior Securities, if any, shall have been paid in fullCompany. Except as provided in the preceding sentence, holders Holders of Exchangeable shares of Series A Preferred Stock shall not be entitled to any distribution in the event of liquidation, dissolution or winding up of the affairs of the CorporationCompany. If the assets of the Corporation Company are not sufficient to pay in full the liquidation payments payable to the holders Holders of outstanding shares of the Exchangeable Series A Preferred Stock and any all Parity Securities, then the holders of all such shares shall share equally and ratably in such distribution of assets of the Company in accordance with the amount amounts which would be payable on such distribution if the amounts amount to which the holders Holders of outstanding shares of Exchangeable Series A Preferred Stock and the holders of outstanding shares of such other all Parity Securities are entitled were paid in full. (bii) For the purpose purposes of this paragraph 3 of this Section 5.4(d), neither the voluntary sale, lease, conveyance, exchange or transfer (for cash, shares of stock, securities or other consideration) of all or substantially all of the property or assets of the Corporation Company nor the consolidation or merger of the Corporation Company with or into one or more corporations or other corporations entities shall be deemed to be a liquidation, dissolution or winding up, voluntary or involuntary, up of the affairs of the Company (unless such voluntary sale, lease, conveyance, exchange or transfer shall be is in connection with a plan of liquidation, dissolution or winding up of the business of the CorporationCompany).

Liquidation Preference. (a) In Upon any liquidation, dissolution or winding up, or any other distribution of the event assets, of any the Company (whether voluntary or involuntary involuntary), each holder of Series A Convertible Preferred Stock shall be entitled to be paid, before any distribution or payment is made upon any Junior Securities but after payment is made on any Senior Securities, an amount equal to the greater of (i) the aggregate Liquidation Preference (as defined in Section 10 hereof) of all shares of Series A Convertible Preferred Stock held by such holder and (ii) such amount as would have been payable in respect of all shares of Series A Convertible Preferred Stock held by such holder had all such shares of Series A Convertible Preferred Stock been converted into Common Stock pursuant to Section 5 immediately prior to (and on the date fixed for) the liquidation, dissolution or winding up of the affairs of Company (without giving effect to the Corporation4.985% Cap, to the extent otherwise applicable), and the holders of shares of Exchangeable Preferred Stock then outstanding shall be entitled to be paid out of the assets of the Corporation available for distribution to its stockholders an amount in cash equal to $10 for each share outstanding, plus an amount in cash equal to all accrued but unpaid dividends (whether or not earned or declared) thereon to the date fixed for liquidation, dissolution or winding up before any payment shall be made or any assets distributed to the holders of any of the Junior Securities; provided, however, that the holders of outstanding shares of the Exchangeable Preferred Stock shall not be entitled to receive such liquidation payment until the liquidation payments on all outstanding shares of Senior Securities, if any, shall have been paid in full. Except as provided in the preceding sentence, holders of Exchangeable Series A Convertible Preferred Stock shall not be entitled to any distribution further payment in respect thereof or have any claim or right to any assets of the event of Company. If upon any such liquidation, dissolution or winding up of the affairs of Company the Corporation. If the Company’s assets of the Corporation are not sufficient to pay in full the liquidation payments payable to be distributed among the holders of outstanding shares of the Exchangeable Series A Convertible Preferred Stock and any Parity Securities are insufficient to permit payment to such holders of the Series A Convertible Preferred Stock of the aggregate amount which they are entitled to be paid under this Section 3 and such holders of Parity Securities of the aggregate amount which they are entitled to be paid in accordance with the terms of such Parity Securities, then the entire assets available to be distributed to the Company’s stockholders shall be distributed pro rata among the holders of such shares shall share ratably in such distribution of assets the Series A Convertible Preferred Stock (based on the respective Liquidation Preferences thereof) and any Parity Securities in accordance with the amount which full respective preferential payments that would be payable on such distribution if the amounts to which the holders of outstanding shares of Exchangeable Series A Convertible Preferred Stock and the holders of outstanding such shares of such other Parity Securities are entitled if all amounts payable thereon were paid payable in full. (b) The value of any property not consisting of cash that is distributed by the Company to the holders of the Series A Convertible Preferred Stock will equal the fair market value as determined by the Board of Directors of the Company in good faith. For the purpose avoidance of this paragraph 3 doubt, the amount deemed distributed to the holders of this Section 5.4, neither the voluntary sale, lease, conveyance, exchange or transfer (for cash, shares of stock, securities or other consideration) of all or substantially all the property or assets of the Corporation nor the consolidation or merger of the Corporation with one or more other corporations shall be deemed to be a Series A Preferred Stock upon any liquidation, dissolution or winding up, voluntary or involuntaryany other distribution of the assets, unless of the Company in consideration for the shares of Series A Preferred Stock held by such voluntary sale, lease, conveyance, exchange or transfer holders shall be the cash or fair market value of the securities or other property as determined by the Board in connection good faith distributed to such holders in such liquidation, dissolution or winding up, or other distribution of the assets, of the Company. (c) For purposes of this Section 3, the merger or consolidation of the Company with any other corporation or other entity or the sale or exchange (for cash, securities or other property) of all or substantially all of the assets of the Company shall be deemed to constitute a plan liquidation of the Company and the proceeds thereof shall be distributed in accordance with this Section 3. (d) In the event of a liquidation, dissolution or winding up in accordance with Section 3(a) (subject to Section 3(c)) if any portion of the business consideration payable to the stockholders of the CorporationCompany is payable only upon satisfaction of contingencies (the “Additional Consideration”), (i) the portion of such consideration that is not Additional Consideration (such portion, the “Initial Consideration”) shall be allocated among the holders of capital stock of the Company in accordance with this Section 3 as if the Initial Consideration were the only consideration payable in connection with such liquidation, dissolution or winding up; and (ii) any Additional Consideration which becomes payable to the stockholders of the Company upon satisfaction of such contingencies shall be allocated among the holders of capital stock of the Company in accordance with this Section 3 after taking into account the previous payment of the Initial Consideration as part of the same transaction. For the purposes of this Section 3(d), consideration placed into escrow or retained as a holdback to be available for satisfaction of indemnification or similar obligations in connection with such liquidation, dissolution or winding up shall be deemed to be Additional Consideration. (e) The Company shall not effectuate any exclusive issuance to all or substantially all holders of the Common Stock shares of Common Stock as a dividend or distribution on shares of the outstanding Common Stock or any share split of the Common Stock (including, if applicable, the Reverse Stock Split (as defined in the Loan Agreement)) or a share combination of Common Stock (each, a “Common Stock Change”) unless, simultaneously in connection therewith, the Company effectuates the same dividend, distribution, split or combination, as applicable, to the Series A Convertible Preferred Stock, mutatis mutandis. The Company shall not effectuate any exclusive issuance to all or substantially all holders of the Series A Convertible Preferred Stock shares of Series A Convertible Preferred Stock as a dividend or distribution on shares of the outstanding Series A Convertible Preferred Stock or any share split of the Series A Convertible Preferred Stock (including, if applicable, the Reverse Stock Split) or a share combination of Series A Convertible Preferred Stock (each, a “Preferred Stock Change”) unless, simultaneously in connection therewith, the Company effectuates the same dividend, distribution, split or combination, as applicable, to the Common Stock, mutatis mutandis.

Liquidation Preference. (a) In the event of any voluntary or involuntary a liquidation, dissolution or winding up of the affairs of the Corporation, whether voluntary or involuntary, the holders of then-outstanding shares of Exchangeable Series A Preferred Stock then outstanding shall be entitled to be paid receive out of the assets of the Corporation available for distribution to its stockholders Corporation, whether such assets are capital or surplus of any nature, an amount in cash per share equal to $10 for each share outstandingthe sum of (i) the dividends, plus an amount in cash equal if any, accumulated or deemed to all accrued but unpaid dividends (whether or not earned or declared) have accumulated thereon to the date fixed for liquidationof final distribution to such holders, dissolution whether or winding up not such dividends are declared, and (ii) the Stated Value thereof, and no more, before any payment shall be made or any assets distributed to the holders of any of the Junior Liquidation Securities; provided. After any such payment in full, however, that the holders of outstanding shares of the Exchangeable Series A Preferred Stock shall not not, as such, be entitled to receive such liquidation payment until any further participation in any distribution of assets of the Corporation. All the assets of the Corporation available for distribution to stockholders after the liquidation payments on all outstanding shares preferences of any Senior Liquidation Securities shall be distributed ratably (in proportion to the full distributable amounts to which holders of Series A Preferred Stock and Parity Liquidation Securities, if any, shall have been paid in full. Except as provided in are respectively entitled upon such dissolution, liquidation or winding up) among the preceding sentence, holders of Exchangeable the then-outstanding shares of Series A Preferred Stock shall not be entitled to any distribution in the event of liquidationand Parity Liquidation Securities, dissolution or winding up of the affairs of the Corporation. If the if any, when such assets of the Corporation are not sufficient to pay in full the liquidation payments aggregate amounts payable to the holders of outstanding shares of the Exchangeable Preferred Stock and any Parity Securities, then the holders of such shares shall share ratably in such distribution of assets in accordance with the amount which would be payable on such distribution if the amounts to which the holders of outstanding shares of Exchangeable Preferred Stock and the holders of outstanding shares of such other Parity Securities are entitled were paid in fullthereon. (b) For the purpose of this paragraph 3 of this Section 5.4, neither the voluntary sale, lease, conveyance, exchange or transfer (for cash, shares of stock, securities or other consideration) of all or substantially all the property or assets of the Corporation nor the Neither a consolidation or merger of the Corporation with one or more into any other corporations Person or Persons, nor a sale, conveyance, lease, exchange or transfer of all or part of the Corporation's assets for cash, securities or other property to a Person or Persons shall be deemed to be a liquidation, dissolution or winding upup of the Corporation for purposes of this Article IV, voluntary but the holders of shares of Series A Preferred Stock shall nevertheless be entitled from and after any such consolidation, merger or involuntary, unless such voluntary sale, conveyance, lease, conveyance, exchange or transfer shall be in connection with a plan of all or part of the Corporation's assets to the rights provided by this Article IV following any such transaction. Notice of any voluntary or involuntary liquidation, dissolution or winding up of the business Corporation, stating the payment date or dates when, and the place or places where, the amounts distributable to each holder of shares of Series A Preferred Stock in such circumstances shall be payable, shall be given by first-class mail, postage prepaid, mailed not less than 45 days prior to any payment date stated therein, to holders of record as they appear on the stock record books of the CorporationCorporation as of the date such notices are first mailed.

Liquidation Preference. (a) In the event of any voluntary or involuntary a liquidation, dissolution dissolution, or winding up of the Company, holders of the Series A Preferred Stock then outstanding shall be entitled to receive, in preference to the holders of the Common Stock, a per share amount equal to the greater of (a) One Dollar ($1.00) per share plus any accrued and unpaid dividends or (b) an amount which the holders of Series A Preferred Stock would have received on an as-converted basis using the then applicable conversion price (the “Liquidation Preference”). If at the time of such liquidation, dissolution, or winding up of the Company, the assets of the Company available for distribution to the holders of Series A Preferred Stock and to the holders of shares of all other capital stock ranking pari passu with such Series A Preferred Stock shall be insufficient to permit the payment to all such holders of their full preferential amounts, the holders of shares of Series A Preferred Stock and such holders of shares of Company capital stock ranking pari passu therewith shall share ratably in any distribution of assets in proportion to the amounts that would have been distributed to each such holder upon the liquidation, dissolution, or winding up of the Company in respect of such shares held by them if all amounts payable on or with respect to such shares had been paid in full. A consolidation or merger of the Company in a transaction in which the stockholders of the Company receive cash, securities, or other consideration in exchange for the shares of capital stock held by them or a sale, conveyance, or disposition of all or substantially all of the assets of the Company to another person or persons as an entirety or a transaction or series of related transactions in which more than 65% of the voting power of the Company’s capital stock is disposed of (other than in connection with any Company capital funding transaction), shall be regarded as a liquidation, dissolution, or winding up of the affairs of the CorporationCompany for purposes of determining the liquidation preference for the Series A Preferred Stock, unless (a) the per share consideration paid on an as-converted basis to Common Stock in such consolidation, merger, sale, conveyance, disposition or such other transaction exceeds One Dollar ($1.00) per share or (b) such consolidation, merger, sale, conveyance, disposition or other transaction is approved by a majority of the holders of shares of Exchangeable Series A Preferred Stock then outstanding Stock. The Liquidation Preference shall be entitled adjusted equitably to be paid out of the assets of the Corporation available for distribution to its stockholders an amount in cash equal to $10 for each share outstandingreflect any stock splits, plus an amount in cash equal to all accrued but unpaid dividends (whether stock combinations, or not earned or declared) thereon stock divisions with respect to the date fixed for liquidation, dissolution or winding up before any payment shall be made or any assets distributed to the holders of any of the Junior Securities; provided, however, that the holders of outstanding shares of the Exchangeable Series A Preferred Stock shall not be entitled to receive such liquidation payment until the liquidation payments on all outstanding shares of Senior Securities, if any, shall have been paid in full. Except as provided in the preceding sentence, holders of Exchangeable Preferred Stock shall not be entitled to any distribution in the event of liquidation, dissolution or winding up of the affairs of the Corporation. If the assets of the Corporation are not sufficient to pay in full the liquidation payments payable to the holders of outstanding shares of the Exchangeable Preferred Stock and any Parity Securities, then the holders of such shares shall share ratably in such distribution of assets in accordance with the amount which would be payable on such distribution if the amounts to which the holders of outstanding shares of Exchangeable Preferred Stock and the holders of outstanding shares of such other Parity Securities are entitled were paid in fullStock. (b) For the purpose of this paragraph 3 of this Section 5.4, neither the voluntary sale, lease, conveyance, exchange or transfer (for cash, shares of stock, securities or other consideration) of all or substantially all the property or assets of the Corporation nor the consolidation or merger of the Corporation with one or more other corporations shall be deemed to be a liquidation, dissolution or winding up, voluntary or involuntary, unless such voluntary sale, lease, conveyance, exchange or transfer shall be in connection with a plan of liquidation, dissolution or winding up of the business of the Corporation.

Liquidation Preference. (a) 14.1 In addition to what is provided in the Articles of Association with respect to dividends and liquidation and subject to any statutory limitations, certain priority distributions shall be made to Investor in the event of any voluntary or involuntary liquidation, dissolution or winding up a (material) liquidation of the affairs Company and its undertaking by way of the Corporationpremium or dividend distribution and/ or liquidation distribution respectively, the holders of shares of Exchangeable Preferred Stock then outstanding as follows: Investor shall be entitled to be receive its investment, being the difference between the nominal value of its shareholding and the full purchase price paid out of the assets of the Corporation available for distribution its shareholding plus accrued and unpaid dividends, pro rata to its stockholders an amount in cash equal shareholding, prior to $10 for each share outstanding, plus an amount in cash equal to all accrued but unpaid dividends (whether or not earned or declared) thereon to the date fixed for liquidation, dissolution or winding up before any payment shall be payments being made or any assets distributed to the holders of all other shares in the capital of Company; and Subsequently, Investor shall participate in any of remaining proceeds on an as converted basis pro rata to its shareholding. DRAFT SHAREHOLDERS’ AGREEMENT DRAFT FOR DISCUSSION PURPOSES ONLY - 11 - 15.1 Except as required by law, each Shareholder agrees that it will keep confidential and will not disclose or divulge any confidential, proprietary or secret information which such Shareholder may obtain from the Junior SecuritiesCompany pursuant to financial statements, reports and other materials submitted by the Company to such Shareholder pursuant to this agreement or otherwise, or pursuant to visitation or inspection rights granted hereunder, unless such information is known, or until such information becomes known, to the public; provided, however, that a Shareholder may disclose such information (i) to its board of directors, attorneys, accountants, consultants and other professionals to the holders of outstanding shares extent necessary to obtain their services in connection with its investment in the Company as long as the Company advises such attorneys, accountants, consultants and other professionals of the Exchangeable Preferred Stock provisions of this sub article, to any prospective purchaser of any shares from such Shareholder as long as such prospective purchaser agrees in writing to be bound by the provisions of this sub article or (iii) to any affiliate of such Shareholder or to a partner, member of such Shareholder. 15.2 Investor and the Company shall consult and agree in advance with each other on the timing and tenor of any public announcement of this agreement and will not be entitled divulge the terms to receive such liquidation payment until any third party, all except as required by law or applicable stock exchange regulations, in which case the liquidation payments on all outstanding shares of Senior Securities, if any, party required to provide information shall have been paid in fullfirst consult with the other parties. Except as provided in the preceding sentenceotherwise required by law, holders of Exchangeable Preferred Stock all notices, announcements, summons and/or communications pursuant to this agreement shall not be entitled to any distribution in the event of liquidation, dissolution or winding up of the affairs of the Corporation. If the assets of the Corporation are not sufficient to pay in full the liquidation payments payable delivered to the holders of outstanding shares of addresses stated hereunder (or to such other address as a Party has communicated to the Exchangeable Preferred Stock and any Parity Securities, then the holders of such shares shall share ratably in such distribution of assets other Parties in accordance with the amount which would be payable on such distribution if the amounts to which the holders of outstanding shares of Exchangeable Preferred Stock and the holders of outstanding shares of such other Parity Securities are entitled were paid in full. (bthis article) For the purpose of this paragraph 3 of this Section 5.4, neither the voluntary sale, lease, conveyance, exchange by registered mail with return receipt or transfer (for cash, shares of stock, securities or other consideration) of all or substantially all the property or assets of the Corporation nor the consolidation or merger of the Corporation with one or more other corporations shall be deemed to be a liquidation, dissolution or winding up, voluntary or involuntary, unless such voluntary sale, lease, conveyance, exchange or transfer shall be in connection with a plan of liquidation, dissolution or winding up of the business of the Corporation.by courier: [___Investor____] Address] [____Shareholder____] Address

Liquidation Preference. (a) In a. Subject to the rights of the holders of Series A Convertible Preferred Stock, in the event of any voluntary or involuntary liquidation, dissolution or winding winding-up of the affairs of the Corporation, whether voluntary or involuntary (collectively, a "Liquidation"), before any payment of cash or distribution of other property shall be made to the holders of shares the Common Stock (the "Common Shareholders") or any other class or series of Exchangeable stock subordinate in Liquidation Preference to the Series B Convertible Preferred Stock, the holders of the Series B Convertible Preferred Stock then outstanding shall be entitled to be paid receive out of the assets of the Corporation legally available for distribution to its shareholders, the Original Purchase Price per share (as appropriately adjusted for any combinations or divisions or similar recapitalizations affecting the Series B Convertible Preferred Stock after issuance) plus any declared and unpaid dividends thereon (the "Series B Liquidation Preference"). As used herein, the "Original Purchase Price" is $1,000 per share. b. If, upon any Liquidation, the assets of the Corporation available for distribution to its stockholders an amount in cash equal to $10 for each share outstanding, plus an amount in cash equal to all accrued but unpaid dividends (whether or not earned or declared) thereon to the date fixed for liquidation, dissolution or winding up before any payment shareholders shall be made or any assets distributed insufficient to pay the holders of any the Series B Convertible Preferred Stock the full amounts to which they shall be entitled, subject to the rights of the Junior Securities; provided, however, that the holders of outstanding shares the Series A Convertible Preferred Stock, the holders of the Exchangeable Series B Convertible Preferred Stock shall not share ratably in any distribution of assets in proportion to the respective amounts which would be entitled payable to receive them in respect of the shares held by them if all amounts payable to them in respect of such liquidation payment until were paid in full pursuant to subsection 3(a), above. c. After the liquidation payments on all outstanding shares of Senior Securitiesdistributions described in subsection (a), if anyabove, shall have been paid in full. Except as provided in paid, the preceding sentence, holders of Exchangeable the Series B Convertible Preferred Stock shall not be entitled to any further participation in any distribution in of assets of the event Corporation. d. For purposes of this Section 3: (i) a liquidation, dissolution or winding up of the affairs Corporation shall be deemed to be occasioned by, or to include, (A) the acquisition of the Corporation by another entity by means of any transaction or series of related transactions (including, without limitation, any reorganization, merger or consolidation but, excluding any merger effected exclusively for the purpose of changing the domicile of the Corporation. If ); except, if (i) the assets Corporation's shareholders of record as constituted immediately prior to such acquisition or sale will, immediately after such acquisition (by virtue of securities issued as consideration for the Corporation's acquisition) hold at least 50% of the Corporation are not sufficient to pay in full the liquidation payments payable to the holders of outstanding shares voting power of the Exchangeable surviving or acquiring entity or (ii) if a majority in interest of the Series B Convertible Series B Preferred Stock and any Parity SecuritiesStock, then the holders of voting as a class, shall have approved such shares shall share ratably in such distribution of assets in accordance with the amount which would be payable on such distribution if the amounts to which the holders of outstanding shares of Exchangeable Preferred Stock and the holders of outstanding shares of such other Parity Securities are entitled were paid in full.reorganization, merger or consolidation; or (bB) For the purpose of this paragraph 3 of this Section 5.4, neither the voluntary sale, lease, conveyance, exchange or transfer (for cash, shares of stock, securities or other consideration) a sale of all or substantially all the property or assets of the Corporation nor the consolidation or merger of the Corporation with one or more other corporations shall be deemed to be a liquidation, dissolution or winding up, voluntary or involuntary, unless such voluntary sale, lease, conveyance, exchange or transfer shall be in connection with a plan of liquidation, dissolution or winding up of the business assets of the Corporation. (ii) Upon the occurrence of any of the events described in the foregoing subsection (3)(d)(i), if the consideration received by the Corporation is other than cash, its value will be deemed its fair market value, which shall be valued as follows: (A) if traded on a securities exchange or through Nasdaq, the average of the closing sale prices of the securities on such exchange for the 20 consecutive trading days ending with the day which is two trading days prior to the closing of such transaction (the "Market Price"); (B) if actively traded over-the-counter, the average of the closing bid or sale prices (whichever is applicable) over the 30 day period ending three days prior to the closing; or (C) if there is no active public market, the fair market value thereof, as mutually determined by the Corporation and the holders of at least a majority of the voting power of all then outstanding shares of Series A

Liquidation Preference. The Company shall not make any payment, in cash, securities or other property, in respect of any liquidation preference of any shares of Preferred Stock of the Company under the Articles of Incorporation unless it concurrently makes a cash payment (or, at the option of the holder hereof, the holder’s applicable share of the actual property or securities so paid) to the holder of this Warrant equal to the product of (a) In the event aggregate amount of cash plus the Fair Value of any voluntary property or involuntary liquidation, dissolution or winding up of the affairs of the Corporation, the holders of shares of Exchangeable Preferred Stock then outstanding shall be entitled securities paid with respect to be paid out of the assets of the Corporation available for distribution to its stockholders an amount in cash equal to $10 for each share outstanding, plus an amount in cash equal to all accrued but unpaid dividends (whether or not earned or declared) thereon to the date fixed for liquidation, dissolution or winding up before any payment shall be made or any assets distributed to the holders of any of the Junior Securities; provided, however, that the holders of outstanding shares of the Exchangeable Preferred Stock shall not be entitled to receive such liquidation payment until the liquidation payments on all outstanding shares of Senior Securities, if any, shall have been paid in full. Except as provided in the preceding sentence, holders of Exchangeable Preferred Stock shall not be entitled to any distribution receiving such payment of liquidation preference multiplied by (b) 33% (or, in the event that the Minority T3 Nevada Conversion has occurred, 25%) multiplied by (c) a fraction, the numerator of liquidation, dissolution or winding up which is the number of Issuable Warrant Shares and the affairs denominator of which is the Corporationnumber of total Issuable Warrant Shares in respect of all Warrants issued on the date hereof in conjunction with the Loans. If the assets of the Corporation are not sufficient to pay this Warrant has been exercised, in full the liquidation payments payable part or in full, in addition to the holders of outstanding shares of foregoing, the Exchangeable Preferred Stock and Company shall not make any Parity Securitiespayment, then the holders of such shares shall share ratably in such distribution of assets in accordance with the amount which would be payable on such distribution if the amounts to which the holders of outstanding shares of Exchangeable Preferred Stock and the holders of outstanding shares of such other Parity Securities are entitled were paid in full. (b) For the purpose of this paragraph 3 of this Section 5.4, neither the voluntary sale, lease, conveyance, exchange or transfer (for cash, shares of stock, securities or other considerationproperty, in respect of any liquidation preference of any shares of Preferred Stock of the Company under the Articles of Incorporation unless it concurrently makes a cash payment (or, at the option of the holder hereof, the holder’s applicable share of the actual property or securities so paid) to the holder of this Warrant equal to the product of (a) the aggregate amount of cash plus the Fair Value of any property or securities paid with respect to all outstanding shares of Preferred Stock receiving such payment of liquidation preference multiplied by (b) 33% (or, in the event that the Minority T3 Nevada Conversion has occurred, 25%) multiplied by (c) a fraction, the numerator of which is the number of Issued Warrant Shares and the denominator of which is the number of total Issuable Warrant Shares in respect of all or substantially all Warrants issued on the property or assets date hereof in conjunction with the Loans. This Section 5.6 shall survive any exercise of the Corporation nor the consolidation or merger of the Corporation with one or more other corporations shall be deemed to be a liquidation, dissolution or winding up, voluntary or involuntary, unless such voluntary sale, lease, conveyance, exchange or transfer shall be in connection with a plan of liquidation, dissolution or winding up of the business of the Corporationthis Warrant.

Liquidation Preference. (ai) In the event of any voluntary or involuntary liquidation, dissolution or winding winding-up of the affairs of the Corporation, the holders Holders of shares of Exchangeable 12.7% Preferred Stock then outstanding shall be entitled to be paid out of the assets of the Corporation available for distribution to its stockholders an amount in cash equal to $10 the liquidation preference for each share outstanding, plus plus, without duplication, an amount in cash equal to all accrued but accumulated and unpaid dividends (whether or not earned or declared) thereon to the date fixed for liquidation, dissolution or winding winding-up (including an amount equal to a prorated dividend for the period from the last Dividend Payment Date to the date fixed for liquidation, dissolution or winding-up) before any payment distribution shall be made or any assets distributed to the holders of any of the Junior Securities; providedSecurities including, howeverwithout limitation, that the holders of outstanding shares Common Stock of the Exchangeable Preferred Stock shall not be entitled to receive such liquidation payment until the liquidation payments on all outstanding shares of Senior Securities, if any, shall have been paid in fullCorporation. Except as provided in the preceding sentence, holders Holders of Exchangeable 12.7% Preferred Stock shall not be entitled to any distribution in the event of any liquidation, dissolution or winding winding-up of the affairs of the Corporation. If the assets of the Corporation are not sufficient to pay in full the liquidation payments payable to the holders Holders of outstanding shares of the Exchangeable 12.7% Preferred Stock and any all Parity Securities, then the holders of all such shares shall share equally and ratably in such distribution of assets first in accordance with proportion to the amount which would be payable on such distribution if the amounts full liquidation preference to which the holders of outstanding shares of Exchangeable Preferred Stock and the holders of outstanding shares of each is entitled until such other Parity Securities preferences are entitled were paid in full, and then in proportion to their respective amounts of accumulated but unpaid dividends. (bii) For the purpose purposes of this paragraph 3 of this Section 5.4(d), neither the voluntary sale, lease, conveyance, exchange or transfer (for cash, shares of stock, securities or other consideration) of all or substantially all of the property or assets of the Corporation nor the consolidation or merger of the Corporation with or into one or more other corporations entities (except as set forth below) shall be deemed to be a liquidation, dissolution or winding up, voluntary or involuntary, unless such voluntary sale, lease, conveyance, exchange or transfer shall be in connection with a plan of liquidation, dissolution or winding winding-up of the business affairs of the Corporation. Notwithstanding the previous sentence, any merger, reorganization or similar transaction that results in a Change of Control of the Corporation shall be deemed to be a liquidation of the Corporation for purposes of this paragraph (d).

Liquidation Preference. (a) In the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation, the holders of shares of Exchangeable Preferred Stock then outstanding shall be entitled to be paid out whether voluntary or involuntary, before any payment or distribution of the assets of the Corporation available for distribution to its stockholders an amount in cash equal to $10 for each share outstanding, plus an amount in cash equal to all accrued but unpaid dividends (whether capital or not earned surplus) shall be made to or declared) thereon set apart for the holders of Common Stock or any other series or class or classes of stock of the Corporation ranking junior to the date fixed for Series C Preferred Stock, upon liquidation, dissolution or winding up before any payment shall be made or any assets distributed to up, the holders of any of the Junior Securities; provided, however, that the holders of outstanding shares of the Exchangeable Series C Preferred Stock shall not be entitled to receive $450.00 per share plus an amount equal to all dividends declared and unpaid thereon to the date of final distribution to such liquidation payment until holders; in addition, such holders shall also be entitled to share ratably with the liquidation payments on all outstanding holders of the shares of Senior Securities, if any, shall have been paid in full. Except Common Stock as provided in the preceding sentenceparagraph (b) of this Section (4). If, holders of Exchangeable Preferred Stock shall not be entitled to upon any distribution in the event of liquidation, dissolution or winding up of the affairs of the Corporation. If , the assets of the Corporation are not sufficient Corporation, or proceeds thereof, distributable among the holders of the shares of Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock and any other shares of stock ranking, as to liquidation, dissolution or winding up, on a parity with the Series C Preferred Stock, shall be insufficient to pay in full the liquidation preferential amount aforesaid and liquidating payments payable to in respect thereof, then such assets, or the proceeds thereof, shall be distributed among the holders of outstanding shares of the Exchangeable Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock and any Parity Securities, then the holders of such shares shall share other stock ratably in such distribution of assets in accordance with the amount respective amounts which would be payable on such distribution if the amounts to which the holders of outstanding shares of Exchangeable Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock and the holders of outstanding shares of any such other Parity Securities are entitled stock if all amounts payable thereon were paid in full. (b) . For the purpose of this paragraph 3 purposes of this Section 5.4(4), neither the voluntary sale, lease, conveyance, exchange or transfer (for cash, shares of stock, securities or other considerationi) of all or substantially all the property or assets of the Corporation nor the a consolidation or merger of the Corporation with one or more other corporations entities, (ii) a sale or transfer of all or substantially all of the Corporation's assets or (iii) a statutory share exchange shall not be deemed to be a liquidation, dissolution or winding up, voluntary or involuntary; provided, unless such voluntary salehowever, leasethat any subsequent distribution, conveyance, exchange or transfer shall be in connection with a plan of liquidation, dissolution or winding up of the business Corporation shall remain subject to this Section (4). (b) Subject to the rights of the holders of shares of any series or class or classes of stock ranking on a parity with or prior to Series C Preferred Stock, upon any liquidation, dissolution or winding up of the Corporation, after payment shall have been made in full to the holders of Series C Preferred Stock, as provided in paragraph (a) of this Section (4), holders of shares of Series C Preferred Stock shall be entitled to share ratably with holders of shares of Common Stock and any other class or series entitled to participate with the Common Stock in the event of liquidation, dissolution or winding up, in any and all assets remaining to be paid or distributed, such that distributions shall be made in respect of each share of Series C Preferred Stock in an amount equal to the distributions made in respect of the number of shares of Common Stock into which such share of Series C Preferred Stock is then convertible.

Liquidation Preference. (a) In the event Upon any Liquidation Event, each holder of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation, the holders of outstanding shares of Exchangeable Convertible Preferred Stock then outstanding shall be entitled to be paid out of the assets of the Corporation available for distribution to its stockholders stockholders, whether such assets are capital, surplus or earnings, and before any amount shall be paid or distributed to the holders of Common Stock or of any other stock ranking on liquidation junior to the Convertible Preferred Stock, an amount in cash equal to (i) $10 1,008.72 per share of Convertible Preferred Stock held by such holder (adjusted appropriately for each share outstandingstock splits, stock dividends, recapitalizations and the like with respect to the Convertible Preferred Stock), plus an amount in cash equal to all accrued (ii) any declared but unpaid dividends to which such holder of outstanding shares of Convertible Preferred Stock is then entitled, if any, pursuant to Sections 2 and 4(f) hereof (whether or not earned or declaredthe sum of clauses (i) thereon and (ii) being referred to herein as the date fixed for liquidation"Convertible Preferred Base Liquidation Amount"), dissolution or winding up before plus (iii) any payment shall be made or interest accrued pursuant to Section 4(e) hereof to which such holder of Convertible Preferred Stock is entitled, if any assets distributed (the sum of clauses (i), (ii) and (iii) being referred to herein as the holders of any of the Junior Securities"Convertible Preferred Liquidation Preference Amount"); provided, however, that if, upon any Liquidation Event, the amounts payable with respect to the Convertible Preferred Liquidation Preference Amount are not paid in full, the holders of the Convertible Preferred Stock shall share ratably in any distribution of assets in proportion to the full respective preferential amounts to which they are entitled; and provided further, however, that if upon any Liquidation Event the holders of the outstanding shares of Convertible Preferred Stock would receive more than the Exchangeable Convertible Preferred Liquidation Preference Amount in the event all of their shares were converted into shares of Perpetual Preferred Stock and Common Stock immediately prior to the record date for distributions in connection with such Liquidation Event, then each holder of an outstanding share of Convertible Preferred Stock shall not be entitled to receive such liquidation payment until the liquidation payments on all outstanding shares of Senior Securitiesreceive, if any, shall have been paid in full. Except as provided in the preceding sentence, holders of Exchangeable Preferred Stock shall not be entitled to any distribution in the event of liquidation, dissolution or winding up lieu of the affairs Convertible Preferred Liquidation Preference Amount, an amount equal to such holder's Perpetual Stock Liquidation Preference Amount (as defined in Section 3 of Part C below) under Section 3 of Part C below plus any dividends pursuant to Sections 2 or 4(f) hereof which are declared but unpaid and any interest due under Section 4(e) below in respect of such share as of the Corporation. If the assets date of the Corporation are not sufficient to pay in full the liquidation payments payable such Liquidation Event before any amount shall be paid or distributed to the holders of outstanding Common Stock or of any other stock ranking on liquidation junior to the Convertible Preferred Stock, and thereafter shall share with the holders of Common Stock and any other stock ranking on liquidation junior to the Convertible Preferred Stock in the assets available for distribution, with such distributions to be made in cash and as if each share of Convertible Preferred Stock had been converted into the number of shares of the Exchangeable Perpetual Preferred Stock and Common Stock issuable upon the conversion of such holder's shares of Convertible Preferred Stock immediately prior to any Parity Securities, then such Liquidation Event. The provisions of this Section 3 shall not in any way limit the right of the holders of such shares shall share ratably in such distribution of assets in accordance with the amount which would be payable on such distribution if the amounts Convertible Preferred Stock to which the holders of outstanding elect to convert their shares of Exchangeable Convertible Preferred Stock into shares of Perpetual Preferred Stock and the holders of outstanding shares of such other Parity Securities are entitled were paid in full. (b) For the purpose of this paragraph 3 of this Common Stock pursuant to Section 5.4, neither the voluntary sale, lease, conveyance, exchange 5 prior to or transfer (for cash, shares of stock, securities or other consideration) of all or substantially all the property or assets of the Corporation nor the consolidation or merger of the Corporation with one or more other corporations shall be deemed to be a liquidation, dissolution or winding up, voluntary or involuntary, unless such voluntary sale, lease, conveyance, exchange or transfer shall be in connection with a plan of liquidation, dissolution or winding up of the business of the Corporationany Liquidation Event.

Liquidation Preference. (a) In the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation, the holders of shares of Exchangeable Series B Preferred Stock then outstanding shall be entitled to be paid out of the assets of the Corporation available for distribution to its stockholders an amount in cash equal to $10 100.00 for each share outstanding, plus an amount in cash equal to all accrued but unpaid dividends (whether or not earned or declared) thereon to the date fixed for liquidation, dissolution or winding up up, before any payment shall be made or any assets distributed to the holders of any of the Junior Securities; provided, however, that the holders of outstanding shares of the Exchangeable Preferred Stock shall not be entitled to receive such liquidation payment until the liquidation payments on all outstanding shares of Senior Securities, if any, shall have been paid in full. Except as provided in the preceding sentence, holders of Exchangeable Preferred Stock shall not be entitled to any distribution in the event of liquidation, dissolution or winding up of the affairs of the Corporation. If the assets of the Corporation are not sufficient to pay in full the liquidation payments payable to the holders of outstanding shares of the Exchangeable Series B Preferred Stock and any Parity Securities37 Series C Preferred Stock, then the holders of all such shares shall share ratably in such distribution of assets in accordance with the amount which would be payable on such distribution if the amounts to which the holders of outstanding shares of Exchangeable Series B Preferred Stock and the holders of outstanding shares of such other Parity Securities Series C Preferred Stock are entitled were paid in full. (b) The liquidation payment with respect to each fractional share of Series B Preferred Stock outstanding or accrued but unpaid shall be equal to a ratably proportionate amount of the liquidation payment with respect to each outstanding share of Series B Preferred Stock. (c) For the purpose of this paragraph 3 purposes of this Section 5.44, neither the voluntary sale, conveyance, lease, conveyance, exchange or transfer (for cash, shares of stock, securities or other consideration) of all or substantially all the property or assets of the Corporation nor or the consolidation or merger of the Corporation with one or more other corporations shall be deemed to be a liquidation, dissolution or winding up, voluntary or involuntary, unless such voluntary sale, conveyance, lease, conveyance, exchange or transfer shall be in connection with a plan of liquidation, dissolution or winding up of the business of the Corporation.

Liquidation Preference. (a) 8.1.1. In the event of of: (i) any voluntary or involuntary liquidation, dissolution or winding up liquidation of the affairs Company; or (ii) the appointment of a receiver or liquidator with respect to all or substantially all of the Corporation, Company's assets: (A) the holders of shares of Exchangeable the Preferred Stock then outstanding B Shares at such event, shall be entitled to be paid out receive, prior to and in preference to any payments to any of the assets holders of any other classes of shares of the Corporation Company, in full, the U.S. Dollar amount paid for such Preferred B Shares plus interest on such amount of 10% per year (the "Preferred B Preference Amount"). If the assets thus distributed among the holders of the Preferred B Shares shall be insufficient to permit the payment to such holders of the full Preferred B Preference Amount, then the entire assets available for distribution to its stockholders an amount shall be distributed pro-rata among the holders of the Preferred B Shares in cash equal to $10 for each share outstanding, plus an amount in cash equal to all accrued but unpaid dividends (whether or not earned or declared) thereon proportion to the date fixed Preferred B Preference Amount each such holder would otherwise have been entitled to 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 liquidationdistribution, dissolution or winding up before any payment shall be made or any assets distributed if any, to the holders of any all other classes of the Junior Securities; providedshares, however, that the holders of outstanding shares of the Exchangeable Preferred Stock Isratech shall not 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 (the aggregate amount shall be not more than USD 1,000,000), plus interest on such liquidation amount of 4% per year (the "Isratech Preference Amount") (which collectively together with the Preferred B Preference Amount shall be hereinafter referred to as the "Preference Amount"); and (C) after payment until to the liquidation payments on all outstanding shares holders of Senior Securitiesthe Preferred B Shares and Israetech of the respective Preference Amounts, the entire remaining assets and funds of the Company legally available for distribution, if any, shall have been paid in full. Except as provided in the preceding sentence, holders of Exchangeable Preferred Stock shall not be entitled to any distribution in the event of liquidation, dissolution or winding up of the affairs of the Corporation. If the assets of the Corporation are not sufficient to pay in full the liquidation payments payable distributed ratably to the holders of outstanding shares all Ordinary Shares, Ordinary A Shares and Preferred B Shares (treating the Preferred B Shares on an as converted basis), in each case in proportion to the nominal value of the Exchangeable Preferred Stock and any Parity Securities, shares then the holders of such shares shall share ratably in such distribution of assets in accordance with the amount which would be payable on such distribution if the amounts to which the holders of outstanding shares of Exchangeable Preferred Stock and the holders of outstanding shares of such other Parity Securities are entitled were paid in fullheld by them. (b) For the purpose of this paragraph 3 of this Section 5.4, neither the voluntary sale, lease, conveyance, exchange or transfer (for cash, shares of stock, securities or other consideration) of all or substantially all the property or assets of the Corporation nor the consolidation or merger of the Corporation with one or more other corporations shall be deemed to be a liquidation, dissolution or winding up, voluntary or involuntary, unless such voluntary sale, lease, conveyance, exchange or transfer shall be in connection with a plan of liquidation, dissolution or winding up of the business of the Corporation.

Liquidation Preference. (a) In the event of any voluntary or involuntary liquidation, dissolution or winding winding-up of the affairs of the Corporation, then, before any distribution or payment shall be made to the holders of shares any Junior Securities, including the Common Stock, the holders of Exchangeable Series A Preferred Stock then outstanding shall be entitled to be paid out of the assets of the Corporation available for distribution to its stockholders an amount in cash equal to $10 100.00 for each share outstandingoutstanding (which amount is herein referred to as the “Liquidation Preference”), plus together with an amount in cash equal to all accrued but and unpaid dividends (whether or not earned or declared) thereon thereon, to the date fixed for liquidation, dissolution or winding up before any payment shall be made or any assets distributed to the holders of any of the Junior Securities; provided, however, that the holders of outstanding shares of the Exchangeable Preferred Stock shall not be entitled to receive such liquidation payment until the liquidation payments on all outstanding shares of Senior Securities, if any, shall have been paid in fullwinding-up. Except as provided in the preceding sentence, holders of Exchangeable Series A Preferred Stock shall not be entitled to any distribution in the event of any liquidation, dissolution or winding winding-up of the affairs of the Corporation. If the assets of the Corporation are not sufficient to pay in full the liquidation payments payable to the holders of outstanding shares of Series A Preferred Stock, and all other shares of Series of stock of the Exchangeable Preferred Stock and any Parity SecuritiesCorporation ranking pari passu with respect to such payments, then the holders of all such shares shall share ratably with any other series of pari passu stock of the Corporation in such any distribution of assets in accordance with the amount which would be payable on such distribution if the amounts to which the holders of outstanding shares of Exchangeable Series A Preferred Stock and the holders of outstanding shares of such other Parity Securities pari passu shares are entitled were paid in full. After payment of the full amount of the Liquidation Preference to which each holder is entitled, such holders of shares of Series A Preferred Stock will not be entitled to any further participation in any distribution of the assets of the Corporation. (b) For the purpose of this paragraph 3 of this Section 5.45, neither the voluntary sale, lease, conveyance, exchange or transfer (for cash, shares of stock, securities or other consideration) of all or substantially all of the property or assets of the Corporation nor the consolidation or merger of the Corporation with one or more any other corporations corporation shall be deemed to be a voluntary or involuntary liquidation, dissolution or winding up, voluntary or involuntarywinding-up of the Corporation, unless such voluntary sale, lease, sale conveyance, exchange or transfer shall be in connection with a plan of liquidation, dissolution or winding winding-up of the business of the Corporation.

Liquidation Preference. (a1) In the event of Upon any voluntary or involuntary liquidation, dissolution or winding winding-up of the affairs of the CorporationCorporation (each, a “Liquidation”), the holders of shares of Exchangeable Preferred Stock then outstanding Holders shall be entitled to be paid out of the assets of the Corporation legally available for distribution to its stockholders an amount in cash equal to shareholders a liquidation preference of $10 for each 1,000 per share outstandingof Series B Preferred Stock, plus an amount in cash equal to all any accrued or accumulated, but unpaid dividends through and including the date of payment to the Holders (whether or not earned such dividends have been declared by the Board of Directors or declared) thereon to the date fixed for liquidationa duly authorized committee thereof), dissolution or winding up before any distribution or payment shall be made to holders of shares of Common Stock or any assets distributed other class or series of capital stock of the Corporation ranking junior to the holders of any Series B Preferred Stock as to liquidation rights. In the event that, upon such Liquidation, the available assets of the Junior Securities; provided, however, that Corporation are insufficient to pay the holders of outstanding shares amount of the Exchangeable Preferred Stock shall not be entitled to receive such liquidation payment until the liquidation payments liquidating distributions on all outstanding shares of Senior Securities, if any, shall have been paid in full. Except as provided in the preceding sentence, holders of Exchangeable Series B Preferred Stock and the corresponding amounts payable on all Parity Securities having the same liquidation preference, then the Holders and all other such classes or series of Parity Securities shall share ratably in any such distribution of assets in proportion to the full liquidating distributions to which they would otherwise be respectively entitled, and the Holders will not be entitled to any further participation in any distribution in of assets by the event Corporation. (2) Written notice of liquidationany Liquidation, dissolution stating the payment date or winding up dates and the place or places on and at which the amounts distributable as a result thereof shall be payable, shall be given by first class mail, postage paid, not less than 30 nor more than 60 days prior to the first payment date stated therein, to each Holder of shares of Series B Preferred Stock at the respective addresses of such Holders as they appear on the Corporation’s stock transfer records. (3) After payment to the Holders of the affairs full liquidation amounts provided in this Section 2.5(e), the Holders, as such, will have no right or claim to any of the remaining assets of the Corporation. If the assets of the Corporation are not sufficient to pay in full the liquidation payments payable to the holders of outstanding shares of the Exchangeable Preferred Stock and any Parity Securities, then the holders of such shares shall share ratably in such distribution of assets in accordance with the amount which would be payable on such distribution if the amounts to which the holders of outstanding shares of Exchangeable Preferred Stock and the holders of outstanding shares of such other Parity Securities are entitled were paid in full. (b4) For the purpose of this paragraph 3 purposes of this Section 5.42.5(e), neither the voluntary saleCorporation’s consolidation or merger with or into any other corporation or corporations, lease, conveyance, exchange the sale or transfer (for cash, shares of stock, securities or other consideration) pledge of all or substantially all the property or assets of the Corporation nor the consolidation or merger of the Corporation with one or more other corporations shall be deemed to be a liquidation, dissolution or winding up, voluntary or involuntary, unless such voluntary sale, lease, conveyance, exchange or transfer shall be in connection with a plan of liquidation, dissolution or winding up of the business of the Corporation’s or its subsidiaries’ assets, or the sale of a controlling interest of the Corporation’s capital stock is not a Liquidation.

Liquidation Preference. (a) In the event of Upon any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation, whether voluntary or involuntary (a "Liquidation"), the holders of shares of Exchangeable Preferred Stock then outstanding shall be entitled to be paid out of the receive from assets of the Corporation available for distribution to its stockholders stockholders, before any payment or distribution is made to holders of any class of capital stock of the Corporation ranking junior to the Preferred Stock as to dividend rights, rights of redemption or rights on Liquidation (the "Junior Stock"), an amount in cash per share equal to the Liquidation Price of a share of Preferred Stock as of the date of payment. As used in this Certificate of Designations, the "Liquidation Price" of any share of Preferred Stock as of any date will be the sum of (a) $10 for each share outstanding1,000, plus (b) an amount in cash equal to all accrued but unpaid dividends on such share that have accrued and been added to the Liquidation Price and remain a part thereof as of such date pursuant to Section 3(a) above, plus (whether c) for purposes of determining the amount payable upon Liquidation or on any redemption of such share (but not earned for purposes of calculating dividends), an amount equal to all unpaid dividends accrued on the sum of the amounts specified in clauses (a) and (b) that have not been added to the Liquidation Price during the period from the immediately preceding Dividend Payment Date (or, if there has been no Dividend Payment Date, from the date of original issuance of the Preferred Stock) to and including the date in question. If, upon Liquidation, the amounts payable with respect to the liquidation preference of the Preferred Stock are not paid in full, the holders of Preferred Stock will share pro rata in the amounts payable and other property distributable with respect to such Liquidation so that the per share amounts to which holders of Preferred Stock are entitled will in all cases be the same. After payment in full of the Liquidation Price per share of Preferred Stock, the holders of such shares in their capacity as such shall not be entitled to any further right or declared) thereon claim to any remaining assets of the Corporation. The Corporation shall mail written notice of any Liquidation to each record holder of Preferred Stock not less than 30 days prior to the date fixed for liquidation, dissolution on which such Liquidation shall occur or winding up before any payment shall be made or any assets distributed to the holders of any of the Junior Securitiesbecome effective; provided, however, that the holders of outstanding shares of the Exchangeable Preferred Stock shall not be entitled to receive such liquidation payment until the liquidation payments on all outstanding shares of Senior Securities, if any, shall have been paid in full. Except as provided in the preceding sentence, holders case of Exchangeable Preferred Stock any involuntary liquidation such notice shall not be entitled to any distribution in the event of liquidation, dissolution or winding up of the affairs of the Corporationgiven as soon as practicable. If the assets of the Corporation are not sufficient to pay in full the liquidation payments payable to the holders of outstanding shares of the Exchangeable Preferred Stock and any Parity Securities, then the holders of such shares shall share ratably in such distribution of assets in accordance with the amount which would be payable on such distribution if the amounts to which the holders of outstanding shares of Exchangeable Preferred Stock and the holders of outstanding shares of such other Parity Securities are entitled were paid in full. (b) For the purpose of this paragraph 3 of this Section 5.4, neither the voluntary sale, lease, conveyance, exchange or transfer (for cash, shares of stock, securities or other consideration) of all or substantially all the property or assets of the Corporation nor the Neither a consolidation or merger of the Corporation with one or more into another corporation, nor a merger of any other corporations shall be deemed to be a liquidationcorporation with or into the Corporation, dissolution or winding up, voluntary or involuntary, unless such voluntary nor the sale, leasetransfer or lease of all or any part of the Corporation's property, conveyance, exchange assets or transfer shall be business (other than in connection with a plan of liquidation, dissolution or winding up of the business its business) will be considered a Liquidation for purposes of the Corporationthis Certificate of Designations.

Liquidation Preference. (a) In the event of 17.1 Upon any voluntary or involuntary liquidation, dissolution dissolution, or winding up of the affairs Company, whether voluntary or involuntary (a "Liquidation Event"): (a) The Company shall redeem all of the Corporation, outstanding Class B-1 Preferred Shares held by all NIP Shareholders by completing the holders of shares of Exchangeable Preferred Stock then outstanding shall be entitled to be paid out of the assets of the Corporation available for distribution to its stockholders an amount in cash equal to $10 for each share outstanding, plus an amount in cash equal to all accrued but unpaid dividends (whether or not earned or declared) thereon to the date fixed for liquidation, dissolution or winding up before any payment shall be made or any assets distributed to the holders of any of the Junior Securities; provided, however, that the holders of outstanding shares of the Exchangeable Preferred Stock shall not be entitled to receive such liquidation payment until the liquidation payments on all outstanding shares of Senior Securities, if any, shall have been paid in full. Except as provided in the preceding sentence, holders of Exchangeable Preferred Stock shall not be entitled to any distribution in the event of liquidation, dissolution or winding up of the affairs of the Corporation. If the assets of the Corporation are not sufficient to pay in full the liquidation payments payable to the holders of outstanding shares of the Exchangeable Preferred Stock and any Parity Securities, then the holders of such shares shall share ratably in such distribution of assets NIP De-Merger in accordance with the amount which would be payable on such distribution if the amounts to which the holders of outstanding shares of Exchangeable Preferred Stock and the holders of outstanding shares of such other Parity Securities are entitled were paid in fullClause 16. (b) For the purpose avoidance of this paragraph 3 of this Section 5.4doubt, neither the voluntary sale, lease, conveyance, exchange or transfer (except for cash, all shares of stockthe NIP Group Companies, securities no other assets or funds shall be payable for the redemption of the Class B-1 Preferred Shares in case of Liquidation Event. (c) Upon completion of the NIP De-Merger for purposes of Clause 17.1(a), all assets and funds of the Company thereafter legally available for distribution to the remaining Shareholders (the "Liquidation Funds") shall be distributed as follows: (i) prior and in preference to any distribution or payment to the Class A Preferred Shareholders and the Ordinary Shareholders, each Class B Preferred Shareholder shall be entitled to receive, on parity with all other considerationClass B Preferred Shareholders and on a pro rata basis (calculated on a fully diluted and as-converted basis), an amount equal to the aggregate total of the Initial Subscription Price with respect to each Preferred Share held by such Class B Preferred Shareholder ("Class B Preferred Liquidation Amount"). If, upon such Liquidation Event, the Liquidation Funds are insufficient to pay all of the Class B Preferred Shareholders their respective Class B Preferred Liquidation Amount, then the Liquidation Funds shall be distributed among the Class B Preferred Shareholders on a pro rata basis (calculated on a fully diluted and as-converted basis) with respect to the full Class B Preferred Liquidation Amount which each Class B Preferred Shareholder shall otherwise be entitled to receive under this Clause 17.1. (ii) after distribution or payment in full of the Class B Preferred Liquidation Amount pursuant to Clause 17.1(c)(i), each Class A Preferred Shareholder shall be entitled to receive, on parity with all other Class A Preferred Shareholders and on a pro rata basis, an amount equal to the aggregate total of the Initial Subscription Price with respect to each Preferred Share held by such Class A Preferred Shareholder ("Class A Preferred Liquidation Amount", together with Class B Preferred Liquidation Amount, "Preferred Liquidation Amount"); if, upon such Liquidation Event, the Liquidation Funds are insufficient to pay all of the Class A Preferred Shareholders their respective Class A Preferred Liquidation Amount, then the Liquidation Funds shall be distributed among the Class A Preferred Shareholders on a pro-rata basis with respect to the full Class A Preferred Liquidation Amount which each Preferred Class A Shareholders shall otherwise be entitled to receive under this Clause 17.1; and (iii) after distribution or payment in full of the Preferred Liquidation Amount of all or substantially Preferred Shareholders in accordance with this Clause 17.1, any remaining amount of the Liquidation Funds shall be distributed among all the property or assets Shareholders in proportion to such number of the Corporation nor the consolidation or merger Ordinary Shares (calculated on an as-converted basis) held by them. 17.2 A Change of the Corporation with one or more other corporations Control shall be deemed treated as a Liquidation Event pursuant to be Clause 17.1 unless it is a liquidation, dissolution Drag-Along Sale. All the proceeds or winding up, voluntary or involuntary, unless such voluntary sale, lease, conveyance, exchange or transfer consideration received as a result of a Change of Control shall be in connection with a plan of liquidation, dissolution or winding up of the business of the Corporationdistributed pursuant to Clause 17.1.

Liquidation Preference. (a) In the event of any voluntary or involuntary a (i) liquidation, dissolution or winding up of the affairs Corporation, whether voluntary or involuntary, (ii) a sale or other disposition of all or substantially all of the assets of the Corporation, (iii) any consolidation, merger, combination, reorganization or other transaction in which the Corporation is not the surviving entity or in which shares of Common Stock constituting 50% or more of the voting power of the Corporation are exchanged for or changed into stock or securities of another entity, cash and/or any other property (a "Merger Transaction") (each of items (i), (ii) and (iii) individually and collectively being referred to as a "Liquidation Event"), after payment or provision for payment of outstanding debt obligations and other liabilities of the Corporation and after and subject to the payment in full of all amounts required to be distributed to the holders of shares any other class or series of Exchangeable stock of the Corporation ranking on liquidation prior and in preference to the Series D Preferred Stock (collectively referred to as "Senior Preferred Stock"), the holders of the Series D Preferred Stock then outstanding shall be entitled to be paid out of the assets of the Corporation available for distribution to its stockholders then remaining, whether such assets are capital, surplus, or earnings, an amount in cash equal to $10 for each share outstanding1,000.00 per share, plus an amount in cash equal to all accrued declared but unpaid dividends (whether subject to appropriate adjustment in the event of any stock dividend, stock split, combination or not earned or declaredother similar recapitalization affecting such shares as so adjusted, the "Liquidation Price") thereon to the date fixed for liquidation, dissolution or winding up before any and such payment shall be made before any payment or any assets distributed to the holders declaration and setting apart for payment of any amount shall be made in respect of the any Junior Securities; provided, however, that the holders of outstanding shares of the Exchangeable Preferred Stock shall not be entitled to receive such liquidation payment until the liquidation payments on all outstanding shares of Senior Securities, if any, shall have been paid in full. Except as provided in the preceding sentence, holders of Exchangeable Preferred Stock shall not be entitled to any distribution in the event of liquidation, dissolution or winding up of the affairs of the Corporation. If any of the assets of the Corporation are not sufficient to pay in full be paid out upon the liquidation payments payable occurrence of a Liquidation Event, then the Board of Directors shall promptly engage, at the Corporation's expense, an independent appraiser, which appraiser shall be acceptable to the holders of outstanding at least a majority of the shares of the Exchangeable Series D Preferred Stock then outstanding, to determine the value of the assets to be distributed to the holders of the Series D Preferred Stock, except that the value of any security which is listed on any national securities exchange or quoted in the NASDAQ System or the over-the-counter market shall be based upon the average closing price of the security for the twenty (20) consecutive trading days immediately prior to the CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. ASTERISKS DENOTE OMISSIONS. record date. If upon any Liquidation Event, whether voluntary or involuntary, the assets to be distributed to the holders of the Series D Preferred Stock shall be insufficient to permit the payment to such shareholders of the full preferential amounts aforesaid, then all of the assets of the Corporation to be distributed shall be so distributed ratably to the holders of the Series D Preferred Stock on the basis of the number of shares of Series D Preferred Stock held. All shares of Series D Preferred Stock shall rank as to payment upon the occurrence of any Liquidation Event senior to the Common Stock and to other classes of Preferred Stock, unless the terms of such other class of Preferred Stock shall provide otherwise. (b) After the payment in full of all preferential amounts required to be paid to the holders of Senior Preferred Stock, Series D Preferred Stock and any Parity Securitiesother class or series of stock of the Corporation ranking in liquidation on a parity with the Series D Preferred Stock upon the occurrence of a Liquidation Event, then thereafter the holders of such shares shall share ratably in such distribution of assets in accordance with the amount which would be payable on such distribution if the amounts to which Common Stock (but not the holders of outstanding Series D Preferred Stock) shall be entitled to be paid out of the assets of the Corporation then remaining, whether such assets are capital, surplus or earnings, an amount per share equal to the quotient obtained by dividing the Liquidation Price by the Conversion Rate. If, upon any Liquidation Event, whether voluntary or involuntary, the assets to be distributed to the holders of the Common Stock shall be insufficient to permit the payment to such shareholders of the full preferential amounts aforesaid, then all the assets of the Corporation to be distributed shall be so distributed ratably to the holders of Common Stock on the basis of the number of shares of Exchangeable Common Stock held. (c) After the payment of all amounts required to be paid pursuant to Sections 3(a) and 3(b) above, the entire remaining assets and funds of the Corporation legally available for distribution, if any, shall be distributed among the holders of the Series D Preferred Stock and the holders of outstanding Common Stock pro rata based on the number of shares of such other Parity Securities are entitled were paid in full. Common Stock held by each, determined on an as-if converted basis (b) For the purpose of this paragraph 3 of this Section 5.4, neither the voluntary sale, lease, conveyance, exchange or transfer (for cash, shares of stock, securities or other consideration) assuming full conversion of all or substantially all the property or assets of the Corporation nor the consolidation or merger of the Corporation with one or more other corporations shall be deemed to be a liquidation, dissolution or winding up, voluntary or involuntary, unless such voluntary sale, lease, conveyance, exchange or transfer shall be in connection with a plan of liquidation, dissolution or winding up of the business of the CorporationSeries D Preferred Stock then outstanding).

Liquidation Preference. (a) In the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation, the holders of shares of Exchangeable the Class A Preferred Stock then outstanding shall be entitled to be paid out of the assets of the Corporation available for distribution to its stockholders an amount in cash equal to $10 for each share outstanding, outstanding equal to (i) the Deemed Value on the date of such an event plus (ii) an amount in cash equal to all accrued but unpaid Dividends thereon, plus additional dividends (whether or not earned or declared) thereon on unpaid Dividends accrued prior to the commencement of the then-current dividend period, to the date fixed for liquidation, dissolution or winding up before any payment shall be made or any assets distributed to the holders of any of the Junior Securities; provided, however, that the holders of outstanding shares of the Exchangeable Preferred Stock shall not be entitled to receive such liquidation payment until the liquidation payments on all outstanding shares of Senior Securities, if any, shall have been paid in full. Except as provided in the preceding sentence, holders of Exchangeable Preferred Stock shall not be entitled to any distribution in the event of liquidation, dissolution or winding up of the affairs of the CorporationStock. If the assets of the Corporation are not sufficient to pay in full the liquidation payments payable to the holders of outstanding shares of the Exchangeable Class A Preferred Stock and any Parity Securitiesother class or series of the Preferred Stock having liquidation rights on parity with the shares of the Class A Preferred Stock, then the holders of all such shares shall share ratably in such distribution of assets in accordance with the amount which would be payable on such distribution if the amounts to which the holders of outstanding shares of Exchangeable the Class A Preferred Stock and the holders of outstanding shares of such other Parity Securities series of the Preferred Stock are entitled were paid in full. (b) The liquidation payment with respect to each fractional share of the Class A Preferred Stock outstanding, if any, shall be equal to a ratably proportionate amount of the liquidation payment with respect to each outstanding share of the Class A Preferred Stock. (c) For the purpose purposes of this paragraph 3 of this Section 5.44, neither the voluntary sale, lease, conveyance, exchange or transfer (for cash, shares of stock, securities or other consideration) of all or substantially all the property or assets of the Corporation nor the consolidation or merger of the Corporation with one or more other corporations shall be deemed to be a liquidation, dissolution or A-7 winding up, voluntary or involuntary, unless such voluntary sale, lease, conveyance, exchange or transfer shall be in connection with a plan of liquidation, dissolution or winding up of the business of the Corporation. (d) Any sale, lease or conveyance of all or substantially all of the Corporation's assets or merger or consolidation of the Corporation which results in the holders of the Common Stock receiving in exchange for such Common Stock either cash or notes, debentures or other evidences of indebtedness or obligations to pay cash or preferred stock of the surviving entity which ranks on parity with the Class A Preferred Stock in liquidation or dividends shall be deemed to be a liquidation, dissolution or winding up of the affairs of the Corporation within the meaning of this paragraph 4. In the cases of merger or consolidation of the Corporation where holders of the Common Stock receive, in exchange for such Common Stock, common stock or preferred stock which is junior in liquidation and dividends to the Class A Preferred Stock in the surviving entity (whether or not such surviving entity is the Corporation) of such merger or consolidation or preferred stock of another entity, the Class A Preferred Stock shall be deemed to be preferred stock of such surviving entity or other entity, as the case may be, with the same annual dividend rate and equivalent rights to the rights set forth herein and the merger or consolidation agreement shall expressly so provide. In the event of a merger or consolidation of the Corporation where the consideration received by the holders of the Common Stock consists of two or more of the types of consideration set forth above, the holders of the Class A Preferred Stock shall be entitled to receive either cash or securities based upon the foregoing in the same proportion as the holders of the Common Stock of the Corporation are receiving cash or debt securities, or equity securities in the surviving entity or another entity. (e) Notwithstanding paragraph 4(a), in the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation, the holders of Class A Preferred Stock shall receive the greater of (i) the amount payable under paragraph 4(a) above or (ii) the amount which would be the liquidation payment per share of Common Stock if the Class A Preferred Stock were effectively redeemed for Common Stock prior to such liquidation, for which purpose the Class A Preferred Stock shall be treated as representing an equal number of shares of Common Stock.

Liquidation Preference. (a) In the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs or dissolution of the Corporation, the holders of shares of Exchangeable Preferred Stock then outstanding whether voluntary or involuntary, each Holder shall be entitled to receive in respect of its shares of Series A Preferred Stock and to be paid out of the assets of the Corporation legally available for distribution to its stockholders stockholders, after satisfaction of liabilities to the Corporation’s creditors and holders of shares of Senior Stock and before any payment or distribution is made to holders of Junior Stock (including the Common Stock), an amount in cash equal to $10 for each the greater of (x) (i) the Accreted Value per share outstanding, of Series A Preferred Stock plus (ii) an amount in cash equal to all accrued but unpaid dividends (whether or not earned or declared) thereon to Accrued Dividends on such share of Series A Preferred Stock for the then-current Dividend Period to, and including, the date fixed for liquidation, dissolution or winding up before any payment shall be made or any assets distributed dissolution assuming the Corporation elected to pay such dividends in cash pursuant to Section 3(a), plus (iii) if the holders of any of the Junior Securities; provided, however, that the holders of outstanding shares of the Exchangeable Preferred Stock shall not be entitled to receive such liquidation payment until the liquidation payments on all outstanding shares of Senior Securities, if any, shall have been paid in full. Except as provided in the preceding sentence, holders of Exchangeable Preferred Stock shall not be entitled to any distribution in the event of liquidation, dissolution or winding up of the affairs of the Corporation. If the assets or dissolution of the Corporation are not sufficient occurs prior to pay in full [•], 2023 The fifth anniversary of the liquidation payments payable Initial Issuance Date., the amount equal to the holders of outstanding shares net present value (computed using a discount rate of the Exchangeable Preferred Stock and any Parity Securities, then Treasury Rate plus fifty (50) basis points) of the holders sum of such shares shall share ratably in such distribution of assets in accordance with the amount which all dividends that would otherwise be payable on such distribution share of Series A Preferred Stock on each of the Dividend Payment Dates occurring during the period on and after the applicable redemption date to and including [•], 2023 The fifth anniversary of the Initial Issuance Date. (which date, for purposes of this calculation, shall be assumed to be an additional Dividend Payment Date) and to the extent the Corporation elected to pay such dividends in cash pursuant to Section 3(a) and (y) the amount that such Holder would have been entitled to receive if the amounts to which the holders all of outstanding such Holder’s shares of Exchangeable Series A Preferred Stock and were converted into Class A Common Stock (at the holders Conversion Rate then in effect) immediately prior to such liquidation, winding up or dissolution of outstanding shares the Corporation (regardless of such other Parity Securities are entitled were paid in fullwhether the Series A Preferred Stock is then convertible pursuant to the terms hereof). (b) For Neither the purpose of this paragraph 3 of this Section 5.4, neither the voluntary sale, lease, conveyance, exchange or transfer (for cash, shares of stock, securities or other consideration) of all or substantially all the property assets or assets business of the Corporation (other than in connection with the liquidation, winding up or dissolution of the Corporation), nor the merger or consolidation or merger of the Corporation into or with one any other Person, nor any share exchange or more other corporations division involving the Corporation pursuant to applicable statutes providing for the consolidation, merger, share exchange or division, shall be deemed to be a liquidation, winding up or dissolution, whether voluntary or involuntary, for the purposes of this Section 6, notwithstanding that, for other purposes, such as for tax purposes, such an event may constitute a liquidation, dissolution or winding up. In addition, no payment shall be made to Holders pursuant to this Section 6 upon the liquidation, dissolution or winding up, whether voluntary or involuntary, unless such voluntary sale, lease, conveyance, exchange or transfer shall be in connection with a plan of liquidation, dissolution or winding up any of the business Corporation’s Subsidiaries or upon any reorganization of the Corporation’s Subsidiaries without the approval of the Corporation or its stockholders (including a merger or conversion of Earthstone Holdings into a corporation if the managing member determines, in its sole discretion, that it is no longer in the interests of Earthstone Holdings to continue as a partnership for U.S. federal income tax purposes). (c) After the payment to the Holders of the shares of Series A Preferred Stock of full preferential amounts provided for in this Section 6, the Holders of Series A Preferred Stock as such shall have no right or claim to any of the remaining assets of the Corporation. (d) In the event the assets of the Corporation available for distribution to the Holders and holders of shares of Parity Stock upon any liquidation, winding up or dissolution of the Corporation, whether voluntary or involuntary, shall be insufficient to pay in full all amounts to which such holders are entitled pursuant to this Section 6, such Holders and such holders of shares of Parity Stock shall share, equally and ratably in proportion to the respective full amounts to which such holders are entitled pursuant to this Section 6, in any distribution of the assets of the Corporation.