Common use of Liquidation Rights Clause in Contracts

Liquidation Rights. (a) In the event of any voluntary or involuntary liquidation, dissolution or winding-up of the Company, or its subsidiaries the assets of which constitute all or substantially all of the assets of the Company and its subsidiaries taken as a whole, in either case in a single or series of transactions by merger or otherwise (each a “Liquidation Event”), subject to the payment or provision for payment of the debts and other liabilities of the Company, each Holder shall be entitled to receive and to be paid out of the remaining assets and funds of the Company available for distribution to its stockholders, prior to the holders of Junior Stock an amount for each share of Preferred Stock then held by such Holder equal to the greater of (a) the Accreted Value plus accrued and unpaid dividends as of the date of such Liquidation Event and (b) the amount that such Holder would have received if, immediately prior to such Liquidation Event, it had voluntarily converted its Preferred Stock pursuant to Section 6. For purposes hereof, any sale, conveyance, exchange or transfer (for cash, shares of stock, securities or other consideration) of all or substantially all the assets or business of the Company and its subsidiaries, or the merger or consolidation of the Company and/or its subsidiaries into or with any other Person, in each case, that would constitute a Change of Control, shall be deemed a “Liquidation Event”. (b) If any Liquidation Event occurs prior to the fifth anniversary of the Issue Date, each Holder shall be entitled to receive and to be paid out of the remaining assets and funds of the Company available for distribution to its stockholders, prior to the holders of Junior Stock, an amount for each share of Preferred Stock then held by such Holder equal to the greater of (a) 105% of the Accreted Value plus accrued and unpaid dividends as of the date of such transaction and (b) the amount that such Holder would have received if, immediately prior to such transaction, it had voluntarily converted its Preferred Stock pursuant to Section 6. (c) After the indefeasible payment in cash to the Holders of full preferential amounts provided for in this Section 5, Holders as such shall have no right or claim to any of the remaining assets or funds of the Company. (d) In the event the assets and funds of the Company available for distribution to Holders upon any Liquidation Event shall be insufficient to pay in full all amounts to which such Holders are entitled pursuant to Section 5(a) and amounts to which holders of Parity Stock are entitled, no such distribution shall be made on account of any shares of Preferred Stock or Parity Stock upon such Liquidation Event unless proportionate distributable amounts shall be paid on account of the shares of Preferred Stock, ratably, in proportion to the full distributable amounts for which Holders of all Preferred Stock and of any Parity Stock are entitled upon such Liquidation Event with the amount allocable to each series of such stock determined on a pro rata basis of the aggregate liquidation preference of the outstanding shares of each such series and accumulated and unpaid dividends to which each such series is entitled. (e) The provisions of this Section 5 shall not in any way limit the right of Holders to elect to convert their shares of Preferred Stock into shares of Common Stock pursuant to Section 6 prior to or in connection with any Liquidation Event. However, following the occurrence of a Liquidation Event and the payment in full to a Holder of its applicable liquidation preference, such holder shall cease to have any rights hereunder to participate in any future dividends or distributions made to the holders of Common Stock.

Liquidation Rights. (a) In the event of any voluntary or involuntary dissolution, liquidation, dissolution or winding-winding up of the Company, or its subsidiaries the assets of which constitute all or substantially all affairs of the assets of the Company and its subsidiaries taken as a wholeCorporation, in either case in a single or series of transactions by merger or otherwise (each a “Liquidation Event”), subject to the after payment or provision for payment of the debts and other liabilities of the CompanyCorporation and any preferential amounts payable with respect to securities of the Corporation ranking prior to the shares of this Series ("Senior Preferred Shares"), each Holder the holders of shares of this Series shall be entitled to receive and to be paid out of the remaining assets and funds of the Company Corporation available for distribution to its stockholdersshareholders, prior before any distribution of assets is made to holders of the Common Shares or any other share capital of the Corporation ranking subordinate to the holders shares of Junior Stock this Series, a liquidating distribution in an amount for each share of Preferred Stock then held by such Holder equal to the greater of (ai) the Accreted Value U.S. $6.75 per share of this Series plus an amount equal to any accrued and unpaid dividends as of Dividends (including accumulated Dividends, whether or not declared) to and including the date of such Liquidation Event and distribution or (bii) the amount that distributable to the holders of shares of this Series as if such Holder would have received if, holders had converted their shares of this Series into Common Shares pursuant to Section 7 hereof immediately prior to such Liquidation Eventdissolution, it had voluntarily converted its Preferred Stock liquidation or winding up of the affairs of the Corporation (plus accumulated Dividends, whether or not declared). Amounts payable pursuant to clause (i) or (ii) of this Section 6. For purposes hereof, any sale, conveyance, exchange or transfer (for cash, 3(a) shall be distributed ratably among the holders of shares of stock, securities or other consideration) of all or substantially all the assets or business of the Company and its subsidiaries, or the merger or consolidation of the Company and/or its subsidiaries into or with any other Person, this Series in each case, that would constitute a Change of Control, shall be deemed a “Liquidation Event”. (b) If any Liquidation Event occurs prior proportion to the fifth anniversary number of the Issue Date, each Holder shall be entitled to receive and to be paid out shares of the remaining assets and funds of the Company available for distribution to its stockholders, prior this Series held. After payment to the holders of Junior Stock, an amount for each share shares of Preferred Stock then held by such Holder equal to the greater of (a) 105% this Series of the Accreted Value plus accrued and unpaid dividends full amount to which such holders are entitled as set forth above, the holders of the date shares of such transaction and (b) the amount that such Holder would have received if, immediately prior to such transaction, it had voluntarily converted its Preferred Stock pursuant to Section 6. (c) After the indefeasible payment in cash to the Holders of full preferential amounts provided for in this Section 5, Holders as such Series shall have no right or claim to any of the remaining assets or funds of the CompanyCorporation. (db) In If upon any such dissolution, liquidation or winding up of the event affairs of the Corporation, the assets and funds of the Company available for distribution to Holders upon any Liquidation Event Corporation distributable among the holders of shares of this Series and the holders of all other classes or series of shares of the Corporation ranking on a parity with the shares of this Series shall be insufficient to pay in permit the payment to them of the full all preferential amounts to which such Holders are entitled pursuant to Section 5(a) and amounts to which holders of Parity Stock they are entitled, no such distribution then the entire assets of the Corporation so to be distributed shall be made on account distributed ratably among the holders of any shares of Preferred Stock this Series and such other classes or Parity Stock upon such Liquidation Event unless proportionate distributable amounts shall be paid on account series of shares of the shares of Preferred Stock, ratably, Corporation in proportion to the full distributable amounts for which Holders of all Preferred Stock and of any Parity Stock are entitled upon such Liquidation Event with the amount allocable to each series of such stock determined on a pro rata basis sum of the aggregate accumulated dividends and the liquidation preference of the outstanding shares of each such series and accumulated and unpaid dividends to which each such series is entitledpreferences per share. (ec) The provisions sale, conveyance, mortgage, pledge or lease of all or substantially all the assets of the Corporation shall be deemed to be a liquidation, dissolution or winding up of the Corporation for purposes of this Section 5 shall not in any way limit the right of Holders to elect to convert their shares of Preferred Stock into shares of Common Stock pursuant to Section 6 prior to or in connection with any Liquidation Event. However, following the occurrence of a Liquidation Event and the payment in full to a Holder of its applicable liquidation preference, such holder shall cease to have any rights hereunder to participate in any future dividends or distributions made to the holders of Common Stock3.

Liquidation Rights. (a) In the event of Upon any voluntary or involuntary liquidation, dissolution or winding-up of the Company, or its subsidiaries the assets of which constitute all or substantially all affairs of the assets Operating Partnership, the holders of the Company and its subsidiaries taken as a whole, in either case in a single or series units of transactions by merger or otherwise (each a “Liquidation Event”), subject to the payment or provision for payment of the debts and other liabilities of the Company, each Holder Series C Preferred Units shall be entitled to receive and to be paid out of the remaining assets and funds of the Company Operating Partnership legally available for distribution to its stockholdersUnit holders a liquidation preference of $250.00 per unit, prior to the holders of Junior Stock plus an amount for each share of Preferred Stock then held by such Holder equal to the greater of (a) the Accreted Value plus any accrued and unpaid dividends as of to the date of such Liquidation Event and payment (b) the amount that such Holder would have received ifwhether or not declared), immediately prior before any distribution or payment shall be made to such Liquidation Event, it had voluntarily converted its Preferred Stock pursuant to Section 6. For purposes hereof, any sale, conveyance, exchange or transfer (for cash, holders of shares of stock, securities Common Units or any other consideration) class or series of all or substantially all the assets or business Units of the Company and its subsidiariesOperating Partnership ranking junior to the Series C Preferred Units as to liquidation rights. In the event that, upon such voluntary or involuntary liquidation, dissolution or winding-up, the merger or consolidation available assets of the Company and/or its subsidiaries into or with any other Person, in each case, that would constitute a Change of Control, shall be deemed a “Liquidation Event”. (b) If any Liquidation Event occurs prior to the fifth anniversary of the Issue Date, each Holder shall be entitled to receive and to be paid out of the remaining assets and funds of the Company Operating Partnership legally available for distribution to its stockholdersUnit holders a liquidation preference of $250.00 per unit, prior plus an amount equal to any distribution or payment shall be made to holders of shares of Common Units or any other class or series of Units of the Operating Partnership ranking junior to the Series C Preferred Units as to liquidation rights. In the event that, upon such voluntary or involuntary liquidation, dissolution or winding-up, the available assets of the Operating Partnership are insufficient to pay the amount of the liquidating distributions on all outstanding units of Series C Preferred Units and the corresponding amounts payable on all units of other classes or series of units of the Operating Partnership ranking on a parity with the Series C Preferred Units in the distribution of assets, then the holders of Junior Stock, an amount for each the Series C Preferred Units and all other such classes or series of units shall share ratable in any such distribution of Preferred Stock then held by such Holder equal assets in proportion to the greater full liquidating distributions to which they would otherwise be respectively entitled. Holders of (a) 105% Series C Preferred Units shall be entitled to written notice of any such liquidation. After payment of the Accreted Value plus accrued and unpaid dividends as full amount of the date liquidating distributions to which they are entitled, the holders of such transaction and (b) the amount that such Holder would have received if, immediately prior to such transaction, it had voluntarily converted its Series C Preferred Stock pursuant to Section 6. (c) After the indefeasible payment in cash to the Holders of full preferential amounts provided for in this Section 5, Holders as such shall Units will have no right or claim to any of the remaining assets or funds of the Company. (d) In the event the assets and funds Operating Partnership. The consolidation or merger of the Company available for distribution to Holders upon Operating Partnership with or into any Liquidation Event shall be insufficient to pay in full all amounts to which such Holders are entitled pursuant to Section 5(a) and amounts to which holders of Parity Stock are entitledcorporation, no such distribution shall be made on account trust or entity or of any shares corporation, trust or other entity, or the sale, lease or conveyance of Preferred Stock all or Parity Stock upon such Liquidation Event unless proportionate distributable amounts shall be paid on account substantially all of the shares of Preferred Stock, ratably, in proportion to the full distributable amounts for which Holders of all Preferred Stock and of any Parity Stock are entitled upon such Liquidation Event with the amount allocable to each series of such stock determined on a pro rata basis property or business of the aggregate liquidation preference Operating Partnership shall not be deemed to constitute a liquidation, dissolution or winding-up of the outstanding shares of each such series and accumulated and unpaid dividends to which each such series is entitledOperating Partnership. (e) The provisions of this Section 5 shall not in any way limit the right of Holders to elect to convert their shares of Preferred Stock into shares of Common Stock pursuant to Section 6 prior to or in connection with any Liquidation Event. However, following the occurrence of a Liquidation Event and the payment in full to a Holder of its applicable liquidation preference, such holder shall cease to have any rights hereunder to participate in any future dividends or distributions made to the holders of Common Stock.

Liquidation Rights. (a) In Upon the event of any voluntary dissolution, liquidation or involuntary liquidation, dissolution or winding-winding up of the Company, or its subsidiaries the assets of which constitute all or substantially all holders of the assets of the Company and its subsidiaries taken as a whole, in either case in a single or series of transactions by merger or otherwise (each a “Liquidation Event”), subject to the payment or provision for payment of the debts and other liabilities of the Company, each Holder Preferred Units shall be entitled to receive and to be paid out of the remaining assets and funds of the Company available for distribution to its stockholdersmembers, prior before any payment or distribution shall be made on the Common Units or on any other class of Units ranking junior to the holders of Junior Stock an Preferred Units upon liquidation, the amount for each share of Preferred Stock then held by such Holder equal to the greater of (a) the Accreted Value plus accrued and unpaid dividends as of the date of such Liquidation Event and Preference. (b) the amount that such Holder would have received if, immediately prior to such Liquidation Event, it had voluntarily converted its Preferred Stock pursuant to Section 6. For purposes hereof, any sale, conveyance, exchange or transfer (for cash, shares of stock, securities or other consideration) The sale of all or substantially all the assets property or business of the Company and its subsidiariesCompany, or the merger or consolidation of the Company and/or its subsidiaries into or with any other Person, in each case, that would constitute a Change corporation or the merger or consolidation of Control, any other corporation into or with the Company shall be deemed a “Liquidation Event”. (b) If any Liquidation Event occurs prior to the fifth anniversary of the Issue Date, each Holder shall be entitled to receive and to be paid out a dissolution, liquidation, or winding up, voluntary or involuntary, for the purposes of the remaining assets and funds of the Company available for distribution to its stockholders, prior to the holders of Junior Stock, an amount for each share of Preferred Stock then held by such Holder equal to the greater of (a) 105% of the Accreted Value plus accrued and unpaid dividends as of the date of such transaction and (b) the amount that such Holder would have received if, immediately prior to such transaction, it had voluntarily converted its Preferred Stock pursuant to this Section 65. (c) After the indefeasible payment in cash to the Holders holders of the Preferred Units of the full preferential amounts provided for in this Section 5, Holders the holders of Preferred Units as such shall have no right or claim to any of the remaining assets or funds of the Company. (d) In the event the assets and funds of the Company available for distribution to Holders the holders of Preferred Units upon any Liquidation Event dissolution, liquidation, or winding up of the Company, whether voluntary or involuntary, shall be insufficient to pay in full all amounts to which such Holders holders are entitled pursuant to Section 5(a) and amounts to which holders of Parity Stock are entitledhereto, no such distribution shall be made on account of any shares other class or series of Preferred Stock or Parity Stock Units ranking on a parity with the Preferred Units upon such Liquidation Event dissolution, liquidation, or winding up unless proportionate distributable distributive amounts shall be paid on account of the shares of Preferred StockUnits, ratably, in proportion to the full distributable amounts for which Holders holders of all Preferred Stock and of any Parity Stock such parity Units are respectively entitled upon such Liquidation Event with the amount allocable to each series of such stock determined on a pro rata basis of the aggregate liquidation preference of the outstanding shares of each such series and accumulated and unpaid dividends to which each such series is entitleddissolution, liquidation, or winding up. (e) The provisions Subject to the rights of this Section 5 the holders of Units of any series or class or classes of Units ranking on a parity with the Preferred Units upon liquidation, dissolution, or winding up of the Company, after payment shall not in any way limit the right of Holders to elect to convert their shares of Preferred Stock into shares of Common Stock pursuant to Section 6 prior to or in connection with any Liquidation Event. However, following the occurrence of a Liquidation Event and the payment have been made in full to a Holder of its applicable liquidation preference, such holder shall cease to have any rights hereunder to participate in any future dividends or distributions made to the holders of Common Stockthe Preferred Units as provided herein, but not prior thereto, any other series or class or classes of Units ranking junior to the Preferred Units upon liquidation, subject to the respective terms and provisions applying thereto, shall be entitled to receive any and all assets remaining to be paid or distributed, and the holders of the Preferred Units shall not be entitled to share therein.

Liquidation Rights. (a) In Upon the event of any voluntary dissolution liquidation or involuntary liquidation, dissolution or winding-winding up of the CompanyCorporation, whether voluntary or its subsidiaries involuntary, the assets holders of which constitute all or substantially all outstanding shares of Series A Preferred Stock shall be entitled to receive for each such share, out of the assets of the Company Corporation available for distribution to stockholders, before any payment or distribution to stockholders and its subsidiaries taken as a whole, in either case in a single before any payment or series of transactions by merger or otherwise (each a “Liquidation Event”), subject distribution shall be made to the holders of Common Stock or any other Junior Securities upon liquidation, an amount in cash equal to the sum of (x) the Series A Stated Value, plus (y) all accrued and unpaid dividends in respect of such share to the date of final distribution (the "Series A Liquidation Value"). (b) After the payment or provision for payment to the holders of the debts and other liabilities Series A Preferred Stock of the Companyfull preferential amounts provided for in this Part (v) of Section 4B, each Holder the holders of the Series A Preferred Stock as such shall be entitled have no right or claim to receive and to be paid out any of the remaining assets and funds of the Company available for distribution Corporation. (c) If, upon any such liquidation, dissolution or other winding up of the affairs of the Corporation, the assets of the Corporation are insufficient to its stockholders, prior to permit the holders payment in full of Junior Stock an amount the Series A Liquidation Preference for each share of Series A Preferred Stock then held by such Holder equal outstanding and the full liquidating payment on all Parity Securities, then the assets of the Corporation remaining shall be ratably distributed among the holders of Series A Preferred Stock and of any Parity Securities in proportion to the greater of full amounts to which they would otherwise be respectively entitled if all amounts thereon were paid in full. (ad) Neither the Accreted Value plus accrued and unpaid dividends as of the date of such Liquidation Event and (b) the amount that such Holder would have received if, immediately prior to such Liquidation Event, it had voluntarily converted its Preferred Stock pursuant to Section 6. For purposes hereof, any voluntary sale, conveyance, exchange or transfer (for cash, shares of stock, securities or other consideration) of all or substantially all the property or assets or business of the Company and its subsidiariesCorporation nor the consolidation, or the merger or consolidation other business combination of the Company and/or its subsidiaries Corporation with or into one or with any other Person, in each case, that would constitute a Change of Control, more corporations shall be deemed to be a “Liquidation Event”. (b) If any Liquidation Event occurs prior to the fifth anniversary liquidation, dissolution or winding-up voluntary or involuntary. of the Issue Date, each Holder shall be entitled to receive and to be paid out of the remaining assets and funds of the Company available for distribution to its stockholders, prior to the holders of Junior Stock, an amount for each share of Preferred Stock then held by such Holder equal to the greater of (a) 105% of the Accreted Value plus accrued and unpaid dividends as of the date of such transaction and (b) the amount that such Holder would have received if, immediately prior to such transaction, it had voluntarily converted its Preferred Stock pursuant to Section 6Corporation. (c) After the indefeasible payment in cash to the Holders of full preferential amounts provided for in this Section 5, Holders as such shall have no right or claim to any of the remaining assets or funds of the Company. (d) In the event the assets and funds of the Company available for distribution to Holders upon any Liquidation Event shall be insufficient to pay in full all amounts to which such Holders are entitled pursuant to Section 5(a) and amounts to which holders of Parity Stock are entitled, no such distribution shall be made on account of any shares of Preferred Stock or Parity Stock upon such Liquidation Event unless proportionate distributable amounts shall be paid on account of the shares of Preferred Stock, ratably, in proportion to the full distributable amounts for which Holders of all Preferred Stock and of any Parity Stock are entitled upon such Liquidation Event with the amount allocable to each series of such stock determined on a pro rata basis of the aggregate liquidation preference of the outstanding shares of each such series and accumulated and unpaid dividends to which each such series is entitled. (e) The provisions of this Section 5 shall not in any way limit the right of Holders to elect to convert their shares of Preferred Stock into shares of Common Stock pursuant to Section 6 prior to or in connection with any Liquidation Event. However, following the occurrence of a Liquidation Event and the payment in full to a Holder of its applicable liquidation preference, such holder shall cease to have any rights hereunder to participate in any future dividends or distributions made to the holders of Common Stock.

Liquidation Rights. (a) In Upon the event of any voluntary dissolution, liquidation or involuntary liquidation, dissolution or winding-winding up of the Company, or its subsidiaries the assets of which constitute all or substantially all affairs of the assets Corporation, whether voluntary or involuntary, the holders of the Company and its subsidiaries taken as ATP Series C then Outstanding, together with holders of shares of any class of stock ranking on a wholeparity with ATP Series C upon dissolution, in either case in a single liquidation or series of transactions by merger or otherwise (each a “Liquidation Event”)winding up, subject to the payment or provision for payment of the debts and other liabilities of the Company, each Holder shall be entitled to receive and to be paid out of the remaining assets and funds of the Company Corporation (or the proceeds thereof) available for distribution to its stockholdersstockholders after satisfaction of claims of creditors of the Corporation an amount equal to the liquidation preference with respect to such shares. The liquidation preference for shares of ATP Series C shall be $25,000 per share, prior plus an amount equal to all accumulated dividends thereon (whether or not earned or declared but without interest) to the date payment of such distribution is made in full or a sum sufficient for the payment thereof is set apart with the Paying Agent. No redemption premium shall be paid upon any liquidation even if such redemption premium would be paid upon optional or mandatory redemption of the relevant shares. (b) Upon the dissolution, liquidation or winding up of the Corporation, whether voluntary or involuntary, until payment in full is made to the holders of Junior Stock an amount for each share ATP Series C of Preferred Stock then held by such Holder equal the liquidation distribution to which they are entitled, no dividend or other distribution shall be made to the greater holders of (a) the Accreted Value plus accrued and unpaid dividends as shares of Common Stock or any other class of stock of the date Corporation ranking junior to ATP Series C upon dissolution, liquidation or winding up and no purchase, redemption or other acquisition for any consideration by the Corporation shall be made in respect of such Liquidation Event and the shares of Common Stock or any other class of stock of the Corporation ranking junior to ATP Series C upon dissolution, liquidation or winding up. (bc) A consolidation or merger of the amount that such Holder would have received ifCorporation with or into any other company or companies, immediately prior to such Liquidation Event, it had voluntarily converted its Preferred Stock pursuant to Section 6. For purposes hereof, any or a sale, conveyance, lease or exchange or transfer (for cash, shares of stock, securities or other consideration) of all or substantially all of the assets or business of the Company and its subsidiariesCorporation in consideration for the issuance of equity securities of another company shall not be deemed to be a liquidation, dissolution or winding up, whether voluntary or involuntary, for the merger or consolidation purposes of the Company and/or its subsidiaries into or with any other Personthis Section 7; provided, in each casehowever, that would constitute a Change the consolidation, merger, sale, lease or exchange does not materially adversely affect any designation, right, preference or limitation of Control, shall be deemed a “Liquidation Event”ATP Series C or any shares issuable in exchange for shares of ATP Series C in any such consolidation or merger. (b) If any Liquidation Event occurs prior to the fifth anniversary of the Issue Date, each Holder shall be entitled to receive and to be paid out of the remaining assets and funds of the Company available for distribution to its stockholders, prior to the holders of Junior Stock, an amount for each share of Preferred Stock then held by such Holder equal to the greater of (a) 105% of the Accreted Value plus accrued and unpaid dividends as of the date of such transaction and (b) the amount that such Holder would have received if, immediately prior to such transaction, it had voluntarily converted its Preferred Stock pursuant to Section 6. (cd) After the indefeasible payment in cash to the Holders of ATP Series C of the full preferential amounts provided for in this Section 57, Holders the holders of ATP Series C as such shall have no right or claim to any of the remaining assets or funds of the CompanyCorporation. (de) In the event the assets and funds of the Company Corporation or proceeds thereof available for distribution to the Holders of ATP Series C, upon any Liquidation Event dissolution, liquidation or winding up of the affairs of the Corporation, whether voluntary or involuntary, shall be insufficient to pay in full all amounts to which such Holders holders are entitled pursuant to paragraph (a) of this Section 5(a) and amounts to which holders of Parity Stock are entitled7, no such distribution shall be made on account of any shares of any other class or series of Preferred Stock or Parity Stock ranking on a parity with ATP Series C with respect to the distribution of assets upon such Liquidation Event dissolution, liquidation or winding up unless proportionate distributable distributive amounts shall be paid on account of the shares of Preferred StockATP Series C, ratably, in proportion to the full distributable amounts for to which Holders holders of all Preferred Stock and of any Parity Stock such parity shares are respectively entitled upon such Liquidation Event with the amount allocable to each series of such stock determined on a pro rata basis of the aggregate dissolution, liquidation preference of the outstanding shares of each such series and accumulated and unpaid dividends to which each such series is entitledor winding up. (ef) The provisions Subject to the rights of this Section 5 shall not in any way limit the right holders of Holders to elect to convert their shares of Preferred Stock into shares any series or class or classes of Common Stock pursuant stock ranking on a parity with ATP Series C with respect to Section 6 prior to the distribution of assets upon dissolution, liquidation or in connection with any Liquidation Event. Howeverwinding up of the affairs of the Corporation, following the occurrence of a Liquidation Event and the after payment shall have been made in full to a Holder of its applicable liquidation preference, such holder shall cease to have any rights hereunder to participate in any future dividends or distributions made to the holders of Common Stockthe shares of ATP Series C as provided in paragraph (a) of this Section 7, but not prior thereto, any other series or class or classes of stock ranking junior to ATP Series C with respect to the distribution of assets upon dissolution, liquidation or winding up of the affairs of the Corporation shall, subject to any 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 shares of ATP Series C shall not be entitled to share therein.

Liquidation Rights. (a) In Upon any Dissolution Event, after payment or provision for the event liabilities of the Company (including the expenses of such Dissolution Event) and the satisfaction of all claims ranking senior to the Series A Preferred Shares in accordance with Section 12.4 of this Agreement, the Series A Holders shall be entitled to receive out of the assets of the Company or proceeds thereof available for distribution to Shareholders, before any payment or distribution of assets is made in respect of Junior Shares, distributions equal to the Series A Liquidation Value, Pro Rata based on the full respective distributable amounts to which each Series A Holder is entitled pursuant to this Section 16.8(a). (b) Upon a Dissolution Event, after each Series A Holder receives a payment equal to the Series A Liquidation Value, such Series A Holder shall not be entitled to any further participation in any distribution of assets by the Company. (c) If the assets of the Company available for distribution upon a Dissolution Event are insufficient to pay in full the aggregate amount payable to the Series A Holders and the holders of all other Outstanding Parity Shares, if any, such assets shall be distributed to the Series A Holders and the holders of such Parity Shares pro rata, based on the full respective distributable amounts to which each such Shareholder is entitled pursuant to this Section 16.8. (d) Nothing in this Section 16.8 shall be understood to entitle the Series A Holders to be paid any amount upon the occurrence of a Dissolution Event until Shareholders of any classes or series of Shares ranking, as to the distribution of assets upon a Dissolution Event, senior to the Series A Preferred Shares have been paid all amounts to which such classes or series of Shares are entitled. (e) Neither the sale, conveyance, exchange or transfer, for cash, Shares, securities or other consideration, of all or substantially all of the Company’s property or assets nor the consolidation, merger or amalgamation of the Company with or into any other entity or the consolidation, merger or amalgamation of any other entity with or into the Company shall be deemed to be a Dissolution Event, notwithstanding that for other purposes, such as for tax purposes, such an event may constitute a liquidation, dissolution or winding up. In addition, notwithstanding anything to the contrary in this Section 16.8, no payment will be made to the Series A Holders pursuant to this Section 16.8 (i) upon the voluntary or involuntary liquidation, dissolution or winding-winding up of any of the Company, ’s Subsidiaries or its subsidiaries the assets of which constitute all or substantially all of the assets upon any reorganization of the Company and its subsidiaries taken as a whole, in either case in a single or series into another limited liability entity pursuant to provisions of transactions by merger or otherwise (each a “Liquidation Event”), subject to the payment or provision for payment of the debts and other liabilities of the Company, each Holder shall be entitled to receive and to be paid out of the remaining assets and funds of this Agreement that allow the Company available for distribution to convert, merge or convey its stockholders, prior assets to the holders of Junior Stock an amount for each share of Preferred Stock then held by such Holder equal to the greater of another limited liability entity with or without Limited Partner approval (a) the Accreted Value plus accrued and unpaid dividends as of the date of such Liquidation Event and (b) the amount that such Holder would have received if, immediately prior to such Liquidation Event, it had voluntarily converted its Preferred Stock including a transaction pursuant to Section 6. For purposes hereof, any sale, conveyance, exchange 14.3) or transfer (for cash, shares of stock, securities ii) if the Company engages in a reorganization or other consideration) of all or transaction in which a successor to the Company issues equity securities to the Series A Holders that have voting powers, rights and preferences that are substantially all similar to the assets or business voting powers, rights and preferences of the Company and its subsidiaries, or the merger or consolidation of the Company and/or its subsidiaries into or with any other Person, in each case, that would constitute a Change of Control, shall be deemed a “Liquidation Event”. (b) If any Liquidation Event occurs prior to the fifth anniversary of the Issue Date, each Holder shall be entitled to receive and to be paid out of the remaining assets and funds of the Company available for distribution to its stockholders, prior to the holders of Junior Stock, an amount for each share of Series A Preferred Stock then held by such Holder equal to the greater of (a) 105% of the Accreted Value plus accrued and unpaid dividends as of the date of such transaction and (b) the amount that such Holder would have received if, immediately prior to such transaction, it had voluntarily converted its Preferred Stock Shares pursuant to Section 6. (c) After the indefeasible payment in cash to the Holders of full preferential amounts provided for in this Section 5, Holders as such shall have no right or claim to any of the remaining assets or funds of the Company. (d) In the event the assets and funds of the Company available for distribution to Holders upon any Liquidation Event shall be insufficient to pay in full all amounts to which such Holders are entitled pursuant to Section 5(a) and amounts to which holders of Parity Stock are entitled, no such distribution shall be made on account of any shares of Preferred Stock or Parity Stock upon such Liquidation Event unless proportionate distributable amounts shall be paid on account of the shares of Preferred Stock, ratably, in proportion to the full distributable amounts for which Holders of all Preferred Stock and of any Parity Stock are entitled upon such Liquidation Event with the amount allocable to each series of such stock determined on a pro rata basis of the aggregate liquidation preference of the outstanding shares of each such series and accumulated and unpaid dividends to which each such series is entitled. (e) The provisions of this Section 5 shall not in any way limit Agreement that allow the right of Holders Company to elect to convert their shares of Preferred Stock into shares of Common Stock pursuant to Section 6 prior to or in connection with any Liquidation Event. However, following the occurrence of a Liquidation Event and the payment in full to a Holder of its applicable liquidation preference, such holder shall cease to have any rights hereunder to participate in any future dividends or distributions made to the holders of Common Stockdo so without Limited Partner approval.

Liquidation Rights. (a) In case of the event of any voluntary or involuntary liquidation, dissolution or winding-up of the Company, or its subsidiaries the assets holders of which constitute all or substantially all shares of the assets of the Company and its subsidiaries taken as a whole, in either case in a single or series of transactions by merger or otherwise (each a “Liquidation Event”), subject to the payment or provision for payment of the debts and other liabilities of the Company, each Holder shall be Series A Convertible Preferred Stock are entitled to receive and to be paid out of the remaining assets and funds of the Company available for distribution to its stockholders, prior to the holders of Junior Stock an amount for each a per share of Preferred Stock then held by such Holder liquidation preference equal to the greater of (a) the Accreted Value Valuation Price, plus all accrued and unpaid dividends as of the date of such Liquidation Event and (b) the amount that such Holder would have received ifdividends, immediately prior to such Liquidation Event, it had voluntarily converted its Preferred Stock pursuant to Section 6. For purposes hereof, before any sale, conveyance, exchange payment or transfer (for cash, shares of stock, securities or other consideration) of all or substantially all the assets or business of the Company and its subsidiaries, or the merger or consolidation of the Company and/or its subsidiaries into or with any other Person, in each case, that would constitute a Change of Control, shall be deemed a “Liquidation Event”. (b) If any Liquidation Event occurs prior to the fifth anniversary of the Issue Date, each Holder shall be entitled to receive and to be paid out of the remaining assets and funds of the Company available for distribution to its stockholders, prior to the holders of Junior Stock, an amount for each share of Preferred Stock then held by such Holder equal to the greater of (a) 105% of the Accreted Value plus accrued and unpaid dividends as of the date of such transaction and (b) the amount that such Holder would have received if, immediately prior to such transaction, it had voluntarily converted its Preferred Stock pursuant to Section 6. (c) After the indefeasible payment in cash to the Holders of full preferential amounts provided for in this Section 5, Holders as such shall have no right or claim to any of the remaining assets or funds of the Company. (d) In the event the assets and funds of the Company available for distribution to Holders upon any Liquidation Event shall be insufficient to pay in full all amounts to which such Holders are entitled pursuant to Section 5(a) and amounts to which holders of Parity Stock are entitled, no such distribution shall be made on account of any shares of Preferred Stock or Parity Stock upon such Liquidation Event unless proportionate distributable amounts shall be paid on account of the shares of Preferred Stock, ratably, in proportion to the full distributable amounts for which Holders of all Preferred Stock and of any Parity Stock are entitled upon such Liquidation Event with the amount allocable to each series of such stock determined on a pro rata basis of the aggregate liquidation preference of the outstanding shares of each such series and accumulated and unpaid dividends to which each such series is entitled. (e) The provisions of this Section 5 shall not in any way limit the right of Holders to elect to convert their shares of Preferred Stock into shares of Common Stock pursuant to Section 6 prior to or in connection with any Liquidation Event. However, following the occurrence of a Liquidation Event and the payment in full to a Holder of its applicable liquidation preference, such holder shall cease to have any rights hereunder to participate in any future dividends or distributions made to the holders of Common Stock or any other series or class of the Company's stock hereafter issued which ranks junior as to liquidation rights to the Series A Convertible Preferred Stock. A consolidation or merger of the Company with another corporation will be deemed to be a liquidation, dissolution or winding-up of the Company unless the Company is the surviving corporation and its shareholders immediately prior to the consolidation or merger are the holders of at least fifty-one percent (51%) of the voting equity of the surviving corporation immediately after the consolidation or merger. A sale or transfer of all or part of the Company’s assets for cash, securities or other property will not be considered a liquidation, dissolution or winding-up of the Company. To the extent any payment or distribution is insufficient to pay the entire liquidation preference on all outstanding shares of Series A Convertible Preferred Stock, the payment shall be apportioned pro rata among the holders of the Series A Convertible Preferred Stock. BE IT RESOLVED FURTHER, that the Secretary of the Company is hereby authorized and directed to prepare, execute, verify and file, in the office of the Nevada Secretary of State, a Certificate of Designation in accordance with this resolution as required by law. BE IT FURTHER RESOLVED that the appropriate officers of the Company be, and each of them hereby is, authorized, empowered and directed by, for, on behalf of the Company to do or cause to be done all acts and things to make all payments, and to execute and deliver all such agreements, documents, assignment, instruments of transfer and certificates, as may be necessary, or in the opinion of the officers acting on behalf of the Company, appropriate to effectuate the intent of, or the transactions contemplated by the foregoing resolution, and effect performance by the Company of its obligations the execution thereof by such officers to be conclusive evidence that the same were authorized hereby. BE IT FURTHER RESOLVED, that any other actions taken by such officers prior to the date of the foregoing resolution adopted hereby that are within the authority conferred thereby are hereby ratified, confirmed and approved as the acts and deeds of the Company. By: /s/ J▇▇▇ ▇▇▇▇▇▇▇ Date: September 9, 2015 J▇▇▇ ▇▇▇▇▇▇▇, President/Secretary This Agreement, dated September 3, 2015, is entered into by and among TBC Global News Network, Inc., a Nevada corporation (“Licensee”), Navy Duck, LLC, a Florida limited liability company (“Navy Duck”), Ocean Red, LLC, a Florida limited liability company (“Ocean Red”) and Purple P▇▇▇▇▇▇.▇▇▇, Inc., a Florida corporation (“Purple Penguin”, and Navy Duck, Ocean Red and Purple Penguin together being “Licensors”).

Liquidation Rights. (a) In the event of Upon any voluntary or involuntary liquidation, dissolution dissolution, or winding-winding up of the Company, whether voluntary or its subsidiaries involuntary, before any distribution or payment shall be made to the holders of any Junior Stock, the holders of Series Preferred, other than the holders of Series E Preferred, shall be entitled to be paid out of the assets of the Company an amount per share of Series Preferred equal to the applicable Original Issue Price plus all declared and unpaid dividends on such shares of Series Preferred (as adjusted for any stock dividends, combinations, splits, recapitalizations and the like with respect to such shares) for each share of Series Preferred held by them. (b) After the payment of the full liquidation preference of the Series Preferred, other than the Series E Preferred, as set forth in Section 3(a) above, the assets of the Company legally available for distribution, if any, shall be distributed ratably to the holders of the Common Stock and Series Preferred on an as-if-converted to Common Stock basis. (c) The following events shall be considered a liquidation under this Section 3: (i) any consolidation or merger of the Company with or into any other corporation or other entity or person, or any other corporate reorganization, in which constitute the shareholders of the Company immediately prior to such consolidation, merger or reorganization, own less than 50% of the Company's voting power immediately after such consolidation, merger or reorganization, or any transaction or series of related transactions in which in excess of fifty percent (50%) of the Company's voting power is transferred (an "Acquisition"); or (ii) a sale, lease or other disposition of all or substantially all of the assets of the Company and its subsidiaries taken as a whole, in either case in a single or series of transactions by merger or otherwise (each a “Liquidation Event”an "Asset Transfer"), subject to the payment or provision for payment of the debts and other liabilities of the Company, each Holder shall be entitled to receive and to be paid out of the remaining assets and funds of the Company available for distribution to its stockholders, prior to the holders of Junior Stock an amount for each share of Preferred Stock then held by such Holder equal to the greater of (a) the Accreted Value plus accrued and unpaid dividends as of the date of such Liquidation Event and (b) the amount that such Holder would have received if, immediately prior to such Liquidation Event, it had voluntarily converted its Preferred Stock pursuant to Section 6. For purposes hereof, any sale, conveyance, exchange or transfer (for cash, shares of stock, securities or other consideration) of all or substantially all the assets or business of the Company and its subsidiaries, or the merger or consolidation of the Company and/or its subsidiaries into or with any other Person, in each case, that would constitute a Change of Control, shall be deemed a “Liquidation Event”. (bd) If any Liquidation Event occurs prior to Whenever the fifth anniversary of the Issue Date, each Holder shall be entitled to receive and to be paid out of the remaining assets and funds of the Company available for distribution to its stockholders, prior to the holders of Junior Stock, an amount for each share of Preferred Stock then held by such Holder equal to the greater of (a) 105% of the Accreted Value plus accrued and unpaid dividends as of the date of such transaction and (b) the amount that such Holder would have received if, immediately prior to such transaction, it had voluntarily converted its Preferred Stock pursuant to Section 6. (c) After the indefeasible payment in cash to the Holders of full preferential amounts provided for in this Section 53 shall be payable in property other than cash, Holders the value of such distribution shall be the fair market value of such property as such shall have no right or claim to any determined in good faith by the Board of Directors of the remaining assets Company, PROVIDED, HOWEVER, that any securities to be delivered to the holders of the Series Preferred and/or Common Stock pursuant to this Section 3 shall be valued as follows: (i) Securities not subject to investment letter or funds other similar restrictions on free marketability: (1) If traded on a securities exchange or the Nasdaq National Market, the value shall be deemed to be the average of the closing prices of the securities on such exchange over the 30-day period ending three (3) days prior to the date of distribution; (2) If actively traded over-the-counter, the value shall be deemed to be the average of the closing bid prices over the 30-day period ending three (3) days prior to the date of distribution; and (3) If there is no active public market, the value shall be the fair market value thereof, as determined in good faith by the Board of Directors of the Company. (dii) In The method of valuation of securities subject to investment letter or other restrictions on free marketability shall include an appropriate discount from the event market value determined as above in (i)(A), (B) or (C) to reflect the approximate fair market value thereof, as determined in good faith by the Board of Directors of the Company. (e) If, upon any liquidation, distribution, or winding up, the assets and funds of the Company available for distribution to Holders upon any Liquidation Event shall be insufficient to pay make payment in full to all amounts to which such Holders are entitled pursuant to Section 5(a) and amounts to which holders of Parity Stock are entitledSeries Preferred, no other than the holders of Series E Preferred, of the liquidation preferences set forth in Section 3(a) above, then such distribution assets shall be made on account distributed among the holders of any shares Series Preferred, other than the holders of Preferred Stock or Parity Stock upon such Liquidation Event unless proportionate distributable amounts shall be paid on account of Series E Preferred, at the shares of Preferred Stocktime outstanding, ratably, ratably in proportion to the full distributable amounts for which Holders of all Preferred Stock and of any Parity Stock are entitled upon such Liquidation Event with the amount allocable to each series of such stock determined on a pro rata basis of the aggregate liquidation preference of the outstanding shares of each such series and accumulated and unpaid dividends to which each such series is they would otherwise be respectively entitled. (e) The provisions of this Section 5 shall not in any way limit the right of Holders to elect to convert their shares of Preferred Stock into shares of Common Stock pursuant to Section 6 prior to or in connection with any Liquidation Event. However, following the occurrence of a Liquidation Event and the payment in full to a Holder of its applicable liquidation preference, such holder shall cease to have any rights hereunder to participate in any future dividends or distributions made to the holders of Common Stock.

Liquidation Rights. (a) In the event of any voluntary or involuntary liquidation, dissolution or winding-winding up of the CompanyPartnership (referred to herein sometimes as a “liquidation”), or its subsidiaries the assets holders of which constitute all or substantially all the Series B Preferred Units then outstanding shall be entitled to receive, out of the assets of the Company and Partnership legally available for distribution to its subsidiaries taken as a whole, in either case in a single or series of transactions by merger or otherwise Partners (each a “Liquidation Event”), subject to the after payment or provision for payment of the all debts and other liabilities of the CompanyPartnership), each Holder shall be entitled to receive and to be paid out a liquidation preference in cash of the remaining assets and funds of the Company available for distribution to its stockholdersTwenty-five Dollars ($25.00) per Series B Preferred Unit, prior to the holders of Junior Stock plus an amount for each share of Preferred Stock then held by such Holder equal to the greater of (a) the Accreted Value plus accrued all accumulated and unpaid dividends as of distributions to, but not including, the date of such Liquidation Event and (b) payment, before any distribution of assets is made to holders of Common Units or any other Partnership Units that rank junior to the amount that such Holder would have received ifSeries B Preferred Units with respect to liquidation rights, immediately prior to such Liquidation Eventupon the liquidation, it had voluntarily converted its Preferred Stock pursuant to Section 6. For purposes hereof, any sale, conveyance, exchange dissolution or transfer (for cash, shares of stock, securities or other consideration) of all or substantially all the assets or business winding up of the Company and its subsidiaries, or the merger or consolidation of the Company and/or its subsidiaries into or with any other Person, in each case, that would constitute a Change of Control, shall be deemed a “Liquidation Event”Partnership. (b) If If, upon any Liquidation Event occurs prior such voluntary or involuntary liquidation, dissolution or winding up of the Partnership, the assets of the Partnership are insufficient to make full payment to holders of Series B Preferred Units and to the fifth anniversary of corresponding amounts payable on all other Partnership Units ranking on a parity with the Issue DateSeries B Preferred Units as to liquidation rights, each Holder shall be entitled to receive and to be paid out of the remaining assets and funds of the Company available for distribution to its stockholders, prior to then the holders of Junior Stock, an amount for each the Series B Preferred Units and all other such Partnership Units shall share ratably in any such distribution of Preferred Stock then held by such Holder equal assets in proportion to the greater of (a) 105% of the Accreted Value plus accrued and unpaid dividends as of the date of such transaction and (b) the amount that such Holder full liquidating distributions to which they would have received if, immediately prior to such transaction, it had voluntarily converted its Preferred Stock pursuant to Section 6otherwise be respectively entitled. (c) After Written notice of any such liquidation, dissolution or winding up of the indefeasible Partnership, stating the payment date or dates when, and the place or places where, the amounts distributable in cash 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 Holders payment date stated therein, to each record holder of the Series B Preferred Units at the respective address of such holders as the same shall appear on the unit transfer records of the Partnership. (d) After payment of the full preferential amounts provided for in this Section 5amount of the liquidating distributions to which the holders of Series B Preferred Units are entitled, Holders as such shall the holders of Series B Preferred Units will have no right or claim to any of the remaining assets or funds of the Company. (d) In the event the assets and funds of the Company available for distribution to Holders upon any Liquidation Event shall be insufficient to pay in full all amounts to which such Holders are entitled pursuant to Section 5(a) and amounts to which holders of Parity Stock are entitled, no such distribution shall be made on account of any shares of Preferred Stock or Parity Stock upon such Liquidation Event unless proportionate distributable amounts shall be paid on account of the shares of Preferred Stock, ratably, in proportion to the full distributable amounts for which Holders of all Preferred Stock and of any Parity Stock are entitled upon such Liquidation Event with the amount allocable to each series of such stock determined on a pro rata basis of the aggregate liquidation preference of the outstanding shares of each such series and accumulated and unpaid dividends to which each such series is entitledPartnership. (e) The provisions of this Section 5 shall not in any way limit the right of Holders to elect to convert their shares of Preferred Stock into shares of Common Stock pursuant to Section 6 prior to or in connection with any Liquidation Event. However, following the occurrence None of a Liquidation Event and consolidation or merger of the payment in full to Partnership with or into another entity, a Holder merger of its applicable liquidation preferenceanother entity with or into the Partnership, such holder a statutory security exchange by the Partnership or a sale, lease, transfer or conveyance of all or substantially all of the Partnership’s property or business shall cease to have any rights hereunder to participate in any future dividends be considered a liquidation, dissolution or distributions made to winding up of the holders of Common StockPartnership.

Liquidation Rights. (a) In the event that the Corporation is a party to an Acquisition or Asset Transfer (as hereinafter defined) or upon any liquidation, dissolution, or winding up of any the Corporation, whether voluntary or involuntary liquidation(each, dissolution a "Liquidation Event"), before any distribution or winding-up payment shall be made to the holders of any Junior Securities, subject to the right of any series of Preferred Stock that may from time to time come into existence, the holders of Series A Preferred shall be paid out of the Company, proceeds of such Acquisition or its subsidiaries Asset Transfer or the assets of the Corporation legally available for distribution for each share of Series A Preferred held by them, the greater of (i) the amount equal to the Original Issue Price plus all accumulated but unpaid dividends on the Series A Preferred or (ii) the amount of cash, securities or other property to which constitute such holder would be entitled to receive in a Liquidation Event with respect to such shares if such shares had been converted to Common Stock immediately prior to such Liquidation Event. If, upon any such Liquidation Event, the proceeds of such Acquisition or Asset Transfer or the assets of the Corporation shall be insufficient to make payment in full to all holders of Series A Preferred of the liquidation preference set forth in this Section 4(a), then such assets (or consideration) shall be distributed among the holders of Series A Preferred and any other Parity Securities at the time outstanding, ratably in proportion to the full amounts to which they would otherwise be respectively entitled. (b) Subject to the rights of the holders of any Parity Securities, after the payment of the full liquidation preference of the Series A Preferred as set forth in Section 4(a) above, the remaining assets of the Corporation legally available for distribution, if any, shall be distributed ratably to the holders of the Junior Securities. (c) For the purposes of this Section 4: (i) "Acquisition" shall mean (A) any consolidation or merger of the Corporation with or into any other corporation or other entity or person, or any other corporate reorganization, other than any such consolidation, merger or reorganization in which the stockholders of the Corporation immediately prior to such consolidation, merger or reorganization, continue to hold at least a majority of the voting power of the surviving entity in substantially the same proportions among the stockholders of the Corporation (or, if the surviving entity is a wholly owned subsidiary, its parent) immediately after such consolidation, merger or reorganization; or (B) any transaction or series of related transactions to which the Corporation is a party in which in excess of fifty percent (50%) of the Corporation's voting power is transferred; provided that an Acquisition shall not include any transaction or series of transactions principally for bona fide equity financing purposes in which cash is received by the Corporation or any successor or indebtedness of the Corporation is cancelled or converted or a combination thereof; and (ii) "Asset Transfer" shall mean a sale, lease, exclusive license or other disposition of all or substantially all of the assets of the Company and its subsidiaries taken as a whole, in either case in a single or series of transactions by merger or otherwise (each a “Liquidation Event”), subject to the payment or provision for payment of the debts and other liabilities of the Company, each Holder shall be entitled to receive and to be paid out of the remaining assets and funds of the Company available for distribution to its stockholders, prior to the holders of Junior Stock an amount for each share of Preferred Stock then held by such Holder equal to the greater of (a) the Accreted Value plus accrued and unpaid dividends as of the date of such Liquidation Event and (b) the amount that such Holder would have received if, immediately prior to such Liquidation Event, it had voluntarily converted its Preferred Stock pursuant to Section 6. For purposes hereof, any sale, conveyance, exchange or transfer (for cash, shares of stock, securities or other consideration) of all or substantially all the assets or business of the Company and its subsidiaries, or the merger or consolidation of the Company and/or its subsidiaries into or with any other Person, in each case, that would constitute a Change of Control, shall be deemed a “Liquidation Event”Corporation. (b) If any Liquidation Event occurs prior to the fifth anniversary of the Issue Date, each Holder shall be entitled to receive and to be paid out of the remaining assets and funds of the Company available for distribution to its stockholders, prior to the holders of Junior Stock, an amount for each share of Preferred Stock then held by such Holder equal to the greater of (a) 105% of the Accreted Value plus accrued and unpaid dividends as of the date of such transaction and (b) the amount that such Holder would have received if, immediately prior to such transaction, it had voluntarily converted its Preferred Stock pursuant to Section 6. (c) After the indefeasible payment in cash to the Holders of full preferential amounts provided for in this Section 5, Holders as such shall have no right or claim to any of the remaining assets or funds of the Company. (d) In the event the assets and funds of the Company available for distribution to Holders upon any Liquidation Event shall be insufficient to pay in full all amounts to which such Holders are entitled pursuant to Section 5(a) and amounts to which holders of Parity Stock are entitled, no such distribution shall be made on account of any shares of Preferred Stock or Parity Stock upon such Liquidation Event unless proportionate distributable amounts shall be paid on account of the shares of Preferred Stock, ratably, in proportion to the full distributable amounts for which Holders of all Preferred Stock and of any Parity Stock are entitled upon such Liquidation Event with the amount allocable to each series of such stock determined on a pro rata basis of the aggregate liquidation preference of the outstanding shares of each such series and accumulated and unpaid dividends to which each such series is entitled. (e) The provisions of this Section 5 shall not in any way limit the right of Holders to elect to convert their shares of Preferred Stock into shares of Common Stock pursuant to Section 6 prior to or in connection with any Liquidation Event. However, following the occurrence of a Liquidation Event and the payment in full to a Holder of its applicable liquidation preference, such holder shall cease to have any rights hereunder to participate in any future dividends or distributions made to the holders of Common Stock.

Liquidation Rights. (a) In a. Upon the event of any voluntary dissolution, liquidation or involuntary liquidation, dissolution or winding-winding up of the CompanyCorporation, whether voluntary or its subsidiaries involuntary, the assets holders of which constitute all or substantially all the shares of this Series shall be entitled to receive out of the assets of the Company and its subsidiaries taken as a whole, in either case in a single or series of transactions by merger or otherwise (each a “Liquidation Event”), subject to the payment or provision for payment of the debts and other liabilities of the Company, each Holder shall be entitled to receive and to be paid out of the remaining assets and funds of the Company Corporation available for distribution to its stockholders, prior in preference to the holders of, and before any payment of distribution shall be made on, Junior Stock Stock, the Liquidation Value in effect at such time, plus an amount for each share of Preferred Stock then held by such Holder equal to the greater of (a) the Accreted Value plus all accrued and unpaid dividends as of to the date of such final distribution. b. The Liquidation Event and (b) Value shall initially be equal to $50 per share of Series D Stock. The Liquidation Value shall be subject to adjustment from time to time to appropriately give effect to any split or combination of the amount that such Holder would have received if, immediately prior to such Liquidation Event, it had voluntarily converted its Preferred Stock pursuant to Section 6. For purposes hereof, any shares of this Series. c. Neither the sale, conveyance, exchange or transfer other conveyance (for cash, shares of stock, securities or other consideration) of all or substantially all the property and assets or business of the Company and its subsidiariesCorporation nor the merger or consolidation of the Corporation into or with any other corporation, or the merger or consolidation of the Company and/or its subsidiaries any other corporation into or with any other Person, in each case, that would constitute a Change of Controlthe Corporation, shall be deemed to be a “Liquidation Event”dissolution, liquidation or winding up, voluntary or involuntary, for the purposes of this Section 6. (b) If any Liquidation Event occurs prior to d. After the fifth anniversary of the Issue Date, each Holder shall be entitled to receive and to be paid out of the remaining assets and funds of the Company available for distribution to its stockholders, prior payment to the holders of Junior Stock, an amount for each share the shares of Preferred Stock then held by such Holder equal to the greater of (a) 105% of the Accreted Value plus accrued and unpaid dividends as of the date of such transaction and (b) the amount that such Holder would have received if, immediately prior to such transaction, it had voluntarily converted its Preferred Stock pursuant to Section 6. (c) After the indefeasible payment in cash to the Holders this Series of full preferential amounts provided for in this Section 56, Holders the holders of this Series as such shall have no right or claim to any of the remaining assets or funds of the CompanyCorporation. (d) e. In the event the assets and funds of the Company Corporation available for distribution to Holders the holders of shares of this Series upon any Liquidation Event dissolution, liquidation or winding up of the Corporation, whether voluntary or involuntary, shall be insufficient to pay in full all amounts to which such Holders holders are entitled pursuant to Section 5(a) and amounts to which holders of Parity Stock are entitled6.1, no such distribution shall be made on account of any shares of Preferred Stock or any Parity Stock upon such Liquidation Event dissolution, liquidation or winding up unless proportionate distributable distributive amounts shall be paid on account of the shares of Preferred Stockthis Series, ratably, in proportion to the full distributable amounts for which Holders holders of all Preferred Stock and of any Parity Stock are entitled upon such Liquidation Event with the amount allocable to each series of such stock determined on a pro rata basis of the aggregate dissolution, liquidation preference of the outstanding shares of each such series and accumulated and unpaid dividends to which each such series is entitledor winding up. (e) The provisions of this Section 5 shall not in any way limit the right of Holders to elect to convert their shares of Preferred Stock into shares of Common Stock pursuant to Section 6 prior to or in connection with any Liquidation Event. However, following the occurrence of a Liquidation Event and the payment in full to a Holder of its applicable liquidation preference, such holder shall cease to have any rights hereunder to participate in any future dividends or distributions made to the holders of Common Stock.

Liquidation Rights. (a) In If the event of Corporation shall be voluntarily or involuntarily liquidated, dissolved or wound up at any voluntary or involuntary liquidation, dissolution or winding-up time when any of the CompanySeries A Preferred Stock shall be outstanding, or its subsidiaries the holders of the then outstanding Series A Preferred Stock shall have a preference against the assets of which constitute all or substantially all (including cash, securities and property) of the assets Corporation available for distribution to the holders of the Company and its subsidiaries taken as a whole, in either case in a single or series of transactions by merger or otherwise (each a “Liquidation Event”), subject Common Stock equal to the payment or provision for payment sum of the debts (i) $17.20 per share and other liabilities of the Company(ii) an amount equal to all declared but unpaid dividends; or, each Holder shall be entitled to receive and to be paid out if greater, a portion of the remaining assets and funds of the Company available for distribution to its stockholders, prior Corporation which are distributable to the holders of Junior the Common Stock equal to an amount for each share of which would have been distributed if the Series A Preferred Stock then held by such Holder equal had been converted into Common Stock immediately prior to the greater date of such liquidation or dissolution (the "Preference Amount"); provided, however, that any reduction of the authorized or issued shares of the stock of the Corporation of any class, whether now or hereafter authorized, shall not be deemed to be a liquidation of the Corporation within the meaning of any of the provisions of this Section 3; and provided, further, however, that a liquidation for the purposes of this Section shall not be deemed to occur upon: (a) the Accreted Value plus accrued and unpaid dividends as consolidation or merger of the date Corporation into or with any corporation or corporations wherein the holders of such Liquidation Event the Series A Preferred Stock are to receive preferred securities of the merged or consolidated entity having substantially similar rights, preferences and protections as those of the Series A Preferred Stock (as contemplated herein); (b) the amount that such Holder would have received ifmerger of the Corporation with another corporation in which the Corporation is the surviving corporation and which does not result in any reclassification or change -- other than a change in par value, immediately prior or from par value to such Liquidation Eventno par value or from no par value to par value, it had voluntarily converted its Preferred Stock pursuant to Section 6. For purposes hereof, any sale, conveyance, exchange or transfer (for cash, as a result of a subdivision or combination -- of outstanding shares of stockthe Corporation's Common Stock; or (c) the transfer, securities assignment or other consideration) of all or substantially all the assets or business contribution of the Company and its subsidiariesCorporation's assets in connection with, or the merger creation of, any joint venture or consolidation of the Company and/or its subsidiaries into or with any other Person, limited liability entity in each case, that would constitute a Change of Control, exchange for an equity interest shall not be deemed to be a “Liquidation Event”liquidation for the purposes of this Section. (b) If any Liquidation Event occurs prior to the fifth anniversary All of the Issue Date, each Holder shall be entitled to receive and Preference Amount to be paid out of the remaining assets and funds of the Company available for distribution to its stockholders, prior to the holders of Junior Stock, an amount for each share of Series A Preferred Stock then held by such Holder equal to the greater of (a) 105% of the Accreted Value plus accrued and unpaid dividends as of the date of such transaction and (b) the amount that such Holder would have received if, immediately prior to such transaction, it had voluntarily converted its Preferred Stock pursuant to Section 6. (c) After the indefeasible payment in cash to the Holders of full preferential amounts provided for in this Section 5, Holders as such shall have no right or claim to any of the remaining assets or funds of the Company. (d) In the event the assets and funds of the Company available for distribution to Holders upon any Liquidation Event shall be insufficient to pay in full all amounts to which such Holders are entitled pursuant to Section 5(a) and amounts to which holders of Parity Stock are entitled, no such distribution shall be made on account of any shares of Preferred Stock or Parity Stock upon such Liquidation Event unless proportionate distributable amounts 3 shall be paid on account or set apart for payment before the payment or setting apart for payment of any amount for, or the distribution of any property of the shares Corporation to, the holders of Preferred any Common Stock, ratablywhether now or hereafter authorized, in proportion to the full distributable amounts for which Holders of all Preferred Stock and of any Parity Stock are entitled upon such Liquidation Event with the amount allocable to each series of such stock determined on a pro rata basis of the aggregate liquidation preference of the outstanding shares of each such series and accumulated and unpaid dividends to which each such series is entitled. (e) The provisions of this Section 5 shall not in any way limit the right of Holders to elect to convert their shares of Preferred Stock into shares of Common Stock pursuant to Section 6 prior to or in connection with any Liquidation Event. Howeversuch liquidation, following the occurrence of a Liquidation Event and the payment in full to a Holder of its applicable liquidation preference, such holder shall cease to have any rights hereunder to participate in any future dividends dissolution or distributions made to the holders of Common Stockwinding up.

Liquidation Rights. (a) In the event of any voluntary or involuntary liquidation, dissolution or winding-winding up of the affairs of the Company, whether voluntary or its subsidiaries the assets of which constitute all or substantially all of the assets of the Company and its subsidiaries taken as a wholeinvoluntary, in either case in a single or series of transactions by merger or otherwise (each a “Liquidation Event”), subject to the after payment or provision for payment of the debts and other liabilities and obligations of the Company, each Holder holder of Series A Preferred Shares then outstanding shall be entitled to be paid out of the net assets of the Company available for distribution to its shareholders prior and in preference to any payment or declaration and setting apart for payment of any amount in respect of the Common Shares, an amount equal to the sum of the following: (i) $1.95 per Series A Preferred Share held by such holder, (ii) an amount equal to all accrued and unpaid dividends thereon, whether or not earned or declared, to and including the date full payment shall be tendered to the holders of the Series A Preferred Share with respect to such liquidation, dissolution or winding up, and (iii) the fair market value, reasonably determined in good faith by the Board, of the evidences of indebtedness, assets and securities referred to in paragraph 5(f) of this Section I to which such holders would have been entitled to receive upon conversion of their Series A Preferred Shares (clauses (i) through (iii), collectively the "Series A Liquidation Preference"); if upon any liquidation, dissolution or winding up of the Company, whether voluntary or involuntary, the assets to be distributed to the holders of the Series A Preferred Shares and the Series B Preferred Shares shall be insufficient to permit the payment to such holders of the full aggregate amount of the Series A Liquidation Preference plus the Series B Liquidation Preference (as defined below), then all of the net assets of the Company available for distribution to its shareholders shall be distributed ratably among the holders of the Series A Preferred Shares and the Series B Preferred Shares in proportion to the then applicable Series A Liquidation Preference with respect to each Series A Preferred Share and the then applicable Series B Liquidation Preference with respect to each Series B Preferred Share. (b) Upon the completion of the distribution required by subparagraph (a), if assets of the Company remain to be distributed, each holder of Series A Preferred Shares shall be entitled to be paid out of the remaining assets and funds of the Company available for distribution to its stockholdersCompany, prior to as and when distributed, pro rata with the holders of Junior Stock an amount for Common Shares on each share Series A Preferred Share deemed to be outstanding. For purposes of the foregoing, the number of Series A Preferred Stock then held by Shares deemed to be outstanding with respect to each such Holder holder shall be equal to the greater maximum number of (a) the Accreted Value plus accrued and unpaid dividends as Common Shares into which such holder's Series A Preferred Shares would then be convertible upon exercise of the date Conversion Rights described in paragraph 5 of this Section I. (c) Written notice of any such Liquidation Event and (b) liquidation, dissolution or winding up, stating a payment date, the amount place where such payment shall be made, an estimate of the net value that would be received by each such Holder would have received if, holder if all such holders converted all of their Series A Preferred Shares immediately prior to such Liquidation Eventliquidation, it had voluntarily converted its Preferred Stock pursuant to Section 6. For purposes hereof, any sale, conveyance, exchange dissolution or transfer (for cash, shares of stock, securities or other consideration) of all or substantially all the assets or business winding up of the Company Company, and its subsidiaries, containing a statement of or the merger or consolidation of the Company and/or its subsidiaries into or with any other Person, in each case, that would constitute a Change of Controlreference to applicable conversion rights, shall be deemed a “Liquidation Event”. (b) If any Liquidation Event occurs given by first class mail, postage prepaid, not less than 30 days prior to the fifth anniversary payment day stated therein, to each holder of record of the Issue Date, each Holder shall be entitled to receive and to be paid out of Series A Preferred Shares at such holder's address as shown in the remaining assets and funds of the Company available for distribution to its stockholders, prior to the holders of Junior Stock, an amount for each share of Preferred Stock then held by such Holder equal to the greater of (a) 105% of the Accreted Value plus accrued and unpaid dividends as of the date of such transaction and (b) the amount that such Holder would have received if, immediately prior to such transaction, it had voluntarily converted its Preferred Stock pursuant to Section 6. (c) After the indefeasible payment in cash to the Holders of full preferential amounts provided for in this Section 5, Holders as such shall have no right or claim to any of the remaining assets or funds records of the Company. (d) In Whenever the event the assets and funds distribution provided for in this paragraph 3 of the Company available for distribution to Holders upon any Liquidation Event this Section I shall be insufficient to pay payable in full all amounts to which such Holders are entitled pursuant to Section 5(a) and amounts to which holders property other than cash, the value of Parity Stock are entitled, no such distribution shall be made on account of any shares of Preferred Stock or Parity Stock upon such Liquidation Event unless proportionate distributable amounts shall be paid on account of the shares of Preferred Stock, ratably, in proportion to the full distributable amounts for which Holders of all Preferred Stock and of any Parity Stock are entitled upon such Liquidation Event with the amount allocable to each series fair market value of such stock property as determined on a pro rata basis of in good faith by the aggregate liquidation preference of the outstanding shares of each such series and accumulated and unpaid dividends to which each such series is entitledBoard. (e) The provisions of this Section 5 shall not in any way limit the right of Holders to elect to convert their shares of Preferred Stock into shares of Common Stock pursuant to Section 6 prior to or in connection with any Liquidation Event. However, following the occurrence of a Liquidation Event and the payment in full to a Holder of its applicable liquidation preference, such holder shall cease to have any rights hereunder to participate in any future dividends or distributions made to the holders of Common Stock.

Liquidation Rights. (a) Notwithstanding anything to the contrary herein set forth, this Section 3.4 shall be subject to the rights, preferences, powers, privileges and restrictions, qualifications and limitations of the Series C Preferred Stock as set forth in Section 3.9 hereof, which rights, preferences, powers, privileges and restrictions, qualifications and limitations conflict with and override the terms of this Section 3.4. In the event of any the voluntary liquidation or involuntary liquidation, dissolution or winding-winding up of the CompanyCorporation, or its subsidiaries the assets holders of which constitute all or substantially all Cumulative Preferred Stock shall be entitled to receive out of the assets of the Company and its subsidiaries taken as a wholeCorporation in full the fixed voluntary liquidation amount thereof, in either case in a single or series of transactions by merger or otherwise (each a “Liquidation Event”), subject to the payment or provision for payment of the debts and other liabilities of the Company, each Holder shall be entitled to receive and to be paid out of the remaining assets and funds of the Company available for distribution to its stockholders, prior to the holders of Junior Stock an amount for each share of Preferred Stock then held by such Holder equal to the greater of (a) the Accreted Value plus accrued and unpaid dividends thereon, all as of provided in the date of such Liquidation Event and (b) resolution or resolutions providing for the issuance thereof, before any amount that such Holder would have received if, immediately prior to such Liquidation Event, it had voluntarily converted its Preferred Stock pursuant to Section 6. For purposes hereof, any sale, conveyance, exchange or transfer (for cash, shares of stock, securities or other consideration) of all or substantially all the assets or business of the Company and its subsidiaries, or the merger or consolidation of the Company and/or its subsidiaries into or with any other Person, in each case, that would constitute a Change of Control, shall be deemed a “Liquidation Event”. (b) If any Liquidation Event occurs prior to the fifth anniversary of the Issue Date, each Holder shall be entitled to receive and to be paid out of the remaining assets and funds of the Company available for distribution to its stockholders, prior to the holders of Junior Stock, an amount for each share of Preferred Stock then held by such Holder equal to the greater of (a) 105% of the Accreted Value plus accrued and unpaid dividends as of the date of such transaction and (b) the amount that such Holder would have received if, immediately prior to such transaction, it had voluntarily converted its Preferred Stock pursuant to Section 6. (c) After the indefeasible payment in cash to the Holders of full preferential amounts provided for in this Section 5, Holders as such shall have no right or claim to any of the remaining assets or funds of the Company. (d) In the event the assets and funds of the Company available for distribution to Holders upon any Liquidation Event shall be insufficient to pay in full all amounts to which such Holders are entitled pursuant to Section 5(a) and amounts to which holders of Parity Stock are entitled, no such distribution shall be made on account of any shares of Preferred Stock or Parity Stock upon such Liquidation Event unless proportionate distributable amounts shall be paid on account of the shares of Preferred Stock, ratably, in proportion to the full distributable amounts for which Holders of all Preferred Stock and of any Parity Stock are entitled upon such Liquidation Event with the amount allocable to each series of such stock determined on a pro rata basis of the aggregate liquidation preference of the outstanding shares of each such series and accumulated and unpaid dividends to which each such series is entitled. (e) The provisions of this Section 5 shall not in any way limit the right of Holders to elect to convert their shares of Preferred Stock into shares of Common Stock pursuant to Section 6 prior to or in connection with any Liquidation Event. However, following the occurrence of a Liquidation Event and the payment in full to a Holder of its applicable liquidation preference, such holder shall cease to have any rights hereunder to participate in any future dividends or distributions made to the holders of Common Stock. In the event of the involuntary liquidation of the Corporation, the holders of the Cumulative Preferred Stock shall be entitled to receive out of the assets of the Corporation in full the fixed involuntary liquidation amount thereof, plus accrued dividends thereon, all as provided in the resolution or resolutions providing for the issuance thereof, before any amount shall be paid to the holders of Common Stock. If upon the voluntary or involuntary liquidation or winding up of the Corporation the assts of the Corporation shall be insufficient to pay the holders of all of the Cumulative Preferred Stock the entire amounts to which they may be entitled, the assets of the Corporation shall, if more than one series be outstanding, be distributed among the different series in proportion to the aggregate amounts which would be distributable to the Cumulative Preferred Stock of each series if sufficient assets were available. The holders of Cumulative Preferred Stock shall not otherwise be entitled to participate in any distribution of assets of the Corporation, which shall be divided or distributed among holders of Common Stock. No consolidation or merger of the Corporation with or into another corporation or corporations and no sale by the Corporation of all or substantially all of its assets shall be deemed a liquidation or winding up of the Corporation.

Liquidation Rights. (a) In Upon the event of any voluntary or involuntary liquidationdissolution, dissolution liquidation or winding-winding up of the Company, or its subsidiaries the assets of which constitute all or substantially all holders of the assets of the Company and its subsidiaries taken as a whole, in either case in a single or series of transactions by merger or otherwise (each a “Liquidation Event”), subject to the payment or provision for payment of the debts and other liabilities of the Company, each Holder Series A Preferred Stock shall be entitled to receive and to be paid out of the remaining assets and funds of the Company available for distribution to its stockholders, prior to before any payment or distribution shall be made on the holders of Common Stock or on any other Junior Stock an amount for each the liquidation preference of $1,000 per share of Series A Preferred Stock then held by such Holder equal to the greater of (a) the Accreted Value Stock, plus accrued any declared and unpaid dividends as for the then-current Dividend Period, without accumulation of the date of such Liquidation Event and (b) the amount that such Holder would have received if, immediately prior to such Liquidation Event, it had voluntarily converted its Preferred Stock pursuant to Section 6. For purposes hereof, any sale, conveyance, exchange or transfer (for cash, shares of stock, securities or other consideration) of all or substantially all the assets or business of the Company and its subsidiaries, or the merger or consolidation of the Company and/or its subsidiaries into or with any other Person, in each case, that would constitute a Change of Control, shall be deemed a “Liquidation Event”undeclared dividends. (b) If in any distribution described in Section 5(a) above the assets of the Company or proceeds thereof are not sufficient to pay the Liquidation Event occurs prior Preferences (as defined below) in full to all holders of the Series A Preferred Stock and all holders of any Parity Stock, the amounts paid to the fifth anniversary holders of the Issue DateSeries A Preferred Stock and to the holders of all such other Parity Stock shall be paid pro rata in accordance with the respective aggregate Liquidation Preferences of the holders of the Series A Preferred Stock and the holders of all such other Parity Stock. In any such distribution, each Holder the "Liquidation Preference" of any holder of Series A Preferred Stock or Parity Stock shall mean the amount otherwise payable to such holder in such distribution, including any declared but unpaid dividends (and, in the case of any holder of shares other than Series A Preferred Stock and on which dividends accrue on a cumulative basis, an amount equal to any unpaid, accrued cumulative dividends, whether or not declared, as applicable). (c) If the Liquidation Preference has been paid in full to all holders of the Series A Preferred Stock, the holders of other shares of the Company shall be entitled to receive and to be paid out of the all remaining assets and funds of the Company available for distribution according to its stockholders, prior to their respective rights and preferences and the holders of Junior Stock, an amount for each share of the Series A Preferred Stock then held by such Holder equal to the greater of (a) 105% of the Accreted Value plus accrued and unpaid dividends as of the date of such transaction and (b) the amount that such Holder would have received if, immediately prior to such transaction, it had voluntarily converted its Preferred Stock pursuant to Section 6. (c) After the indefeasible payment in cash to the Holders of full preferential amounts provided for in this Section 5, Holders as such shall have no right or claim to any of the remaining assets or funds of the Company. (d) In Neither the event sale, lease, exchange, transfer or conveyance of all or substantially all of the assets and funds of the Company available for distribution to Holders upon cash, securities or other property, nor the merger or consolidation of the Company into or with any Liquidation Event other corporation or the merger or consolidation of any other corporation into or with the Company, shall be insufficient deemed to pay in full all amounts to which such Holders are entitled pursuant to Section 5(a) and amounts to which holders of Parity Stock are entitledbe a dissolution, no such distribution shall be made on account of any shares of Preferred Stock liquidation or Parity Stock upon such Liquidation Event unless proportionate distributable amounts shall be paid on account of winding up, voluntary or involuntary, for the shares of Preferred Stock, ratably, in proportion to the full distributable amounts for which Holders of all Preferred Stock and of any Parity Stock are entitled upon such Liquidation Event with the amount allocable to each series of such stock determined on a pro rata basis of the aggregate liquidation preference of the outstanding shares of each such series and accumulated and unpaid dividends to which each such series is entitled. (e) The provisions purposes of this Section 5 shall not in any way limit the right of Holders to elect to convert their shares of Preferred Stock into shares of Common Stock pursuant to Section 6 prior to or in connection with any Liquidation Event. However, following the occurrence of a Liquidation Event and the payment in full to a Holder of its applicable liquidation preference, such holder shall cease to have any rights hereunder to participate in any future dividends or distributions made to the holders of Common Stock8.

Liquidation Rights. (a) In the event of any voluntary or involuntary liquidation, dissolution or winding-winding up of the CompanyPartnership (referred to herein sometimes as a “liquidation”), or its subsidiaries the assets holders of which constitute all or substantially all the Series A Preferred Units then outstanding shall be entitled to receive, out of the assets of the Company and Partnership legally available for distribution to its subsidiaries taken as a whole, in either case in a single or series of transactions by merger or otherwise Partners (each a “Liquidation Event”), subject to the after payment or provision for payment of the all debts and other liabilities of the CompanyPartnership), each Holder shall be entitled to receive and to be paid out a liquidation preference in cash of the remaining assets and funds of the Company available for distribution to its stockholdersTwenty-five Dollars ($25.00) per Series A Preferred Unit, prior to the holders of Junior Stock plus an amount for each share of Preferred Stock then held by such Holder equal to the greater of (a) the Accreted Value plus accrued all accumulated and unpaid dividends as of distributions through and including the date of such Liquidation Event and (b) the amount that such Holder would have received ifpayment, immediately prior before any distribution of assets is made to such Liquidation Event, it had voluntarily converted its holders of Common Units or any other Preferred Stock pursuant to Section 6. For purposes hereof, any sale, conveyance, exchange or transfer (for cash, shares of stock, securities or other consideration) of all or substantially all the assets or business Units of the Company and its subsidiaries, or Partnership that rank junior to the merger or consolidation of the Company and/or its subsidiaries into or with any other Person, in each case, that would constitute a Change of Control, shall be deemed a “Liquidation Event”Series A Preferred Units as to liquidation rights. (b) If If, upon any Liquidation Event occurs prior such voluntary or involuntary liquidation, dissolution or winding up of the Partnership, the assets of the Partnership are insufficient to make full payment to holders of Series A Preferred Units and to the fifth anniversary corresponding amounts payable on all other Preferred Units of the Issue DatePartnership ranking on a parity with the Series A Preferred Units as to liquidation rights, each Holder shall be entitled to receive and to be paid out of the remaining assets and funds of the Company available for distribution to its stockholders, prior to then the holders of Junior Stock, an amount for each the Series A Preferred Units and all other Preferred Units of the Partnership ranking on a parity with the Series A Preferred Units as to liquidation rights shall share ratably in any such distribution of Preferred Stock then held by such Holder equal assets in proportion to the greater of (a) 105% of the Accreted Value plus accrued and unpaid dividends as of the date of such transaction and (b) the amount that such Holder full liquidating distributions to which they would have received if, immediately prior to such transaction, it had voluntarily converted its Preferred Stock pursuant to Section 6otherwise be respectively entitled. (c) After Written notice of any such liquidation, dissolution or winding up of the indefeasible Partnership, stating the payment date or dates when, and the place or places where, the amounts distributable in cash 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 Holders payment date stated therein, to each record holder of the Series A Preferred Units at the respective address of such holders as the same shall appear on the share transfer records of the Partnership. (d) After payment of the full preferential amounts provided for in this Section 5amount of the liquidating distributions to which they are entitled, Holders as such shall the holders of Series A Preferred Units will have no right or claim to any of the remaining assets or funds of the Company. (d) In the event the assets and funds of the Company available for distribution to Holders upon any Liquidation Event shall be insufficient to pay in full all amounts to which such Holders are entitled pursuant to Section 5(a) and amounts to which holders of Parity Stock are entitled, no such distribution shall be made on account of any shares of Preferred Stock or Parity Stock upon such Liquidation Event unless proportionate distributable amounts shall be paid on account of the shares of Preferred Stock, ratably, in proportion to the full distributable amounts for which Holders of all Preferred Stock and of any Parity Stock are entitled upon such Liquidation Event with the amount allocable to each series of such stock determined on a pro rata basis of the aggregate liquidation preference of the outstanding shares of each such series and accumulated and unpaid dividends to which each such series is entitledPartnership. (e) The provisions of this Section 5 shall not in any way limit the right of Holders to elect to convert their shares of Preferred Stock into shares of Common Stock pursuant to Section 6 prior to or in connection with any Liquidation Event. However, following the occurrence None of a Liquidation Event and consolidation or merger of the payment in full to Partnership with or into another entity, a Holder merger of its applicable liquidation preferenceanother entity with or into the Partnership, such holder a statutory security exchange by the Partnership or a sale, lease, transfer or conveyance of all or substantially all of the Partnership’s property or business shall cease to have any rights hereunder to participate in any future dividends be considered a liquidation, dissolution or distributions made to winding up of the holders of Common StockPartnership.

Liquidation Rights. (a) In the event of 8.1 Upon any voluntary or involuntary liquidation, dissolution or winding-winding up of the Company, or its subsidiaries the holders of Series A Preferred Shares shall be entitled to receive, out of the assets of the Company legally available for distribution to the Shareholders, before any distribution is made to holders of Common Shares or any other shares ranking junior to the Series A Preferred Shares, a liquidating distribution in an amount equal to the sum of the Unpaid Priority Return and the Unreturned Liquidation Preference with respect to such Series A Preferred Share. After payment to the holders of Series A Preferred Shares of the full amount of the liquidating distributions to which constitute the holders of Series A Preferred Shares are entitled, the holders of Series A Preferred Shares shall not have any right or claim in respect of the Series A Preferred Shares or to any of the Company’s remaining assets. 8.2 Distributions to holders of Series A Preferred Shares shall be made only to the extent that the Company’s assets are available after satisfaction of all liabilities to creditors and subject to the rights of holders of any securities ranking senior to the Series A Preferred Shares. If, in the event of a liquidation, dissolution or winding up of the Company, the Company is unable to pay in full liquidating distributions to the holders of Series A Preferred Shares in accordance with the foregoing provisions of this Section 8 and to pay all holders of securities ranking pari passu to the Series A Preferred Shares in accordance with the terms thereof, then the Company shall distribute its assets to those holders ratably in proportion to the liquidating distributions which they would otherwise have received. 8.3 For purposes of this Share Designation, subject to Section 9, the Company’s merger or consolidation with or into any other entity or by another entity with or into the Company, or the sale, lease, exchange or other transfer of all or substantially all of the Company’s assets of the Company and its subsidiaries taken as a whole, in either case in a single or series of transactions by merger or otherwise (each a “Liquidation Event”), subject to the payment or provision for payment of the debts and other liabilities of the Company, each Holder shall be entitled to receive and to be paid out of the remaining assets and funds of the Company available for distribution to its stockholders, prior to the holders of Junior Stock an amount for each share of Preferred Stock then held by such Holder equal to the greater of (a) the Accreted Value plus accrued and unpaid dividends as of the date of such Liquidation Event and (b) the amount that such Holder would have received if, immediately prior to such Liquidation Event, it had voluntarily converted its Preferred Stock pursuant to Section 6. For purposes hereof, any sale, conveyance, exchange or transfer (for cash, shares of stock, securities or other consideration) of all shall not be deemed a liquidation, dissolution or substantially all the assets or business winding up of the Company. If the Company and its subsidiaries, or the enters into any merger or consolidation of transaction with or into any other entity and the Company and/or its subsidiaries into or with any other Person, is not the surviving entity in each case, that would constitute a Change of Control, shall be deemed a “Liquidation Event”. (b) If any Liquidation Event occurs prior to the fifth anniversary of the Issue Date, each Holder shall be entitled to receive and to be paid out of the remaining assets and funds of the Company available for distribution to its stockholders, prior to the holders of Junior Stock, an amount for each share of Preferred Stock then held by such Holder equal to the greater of (a) 105% of the Accreted Value plus accrued and unpaid dividends as of the date of such transaction and (b) the amount that such Holder would have received if, immediately prior to such transaction, it had voluntarily then the Series A Preferred Shares may be converted its Preferred Stock pursuant to Section 6. (c) After into equity interests of the indefeasible payment in cash surviving or successor entity or the direct or indirect parent of the surviving or successor entity having terms identical to the Holders of full preferential amounts provided for in this Section 5, Holders as such shall have no right or claim to any terms of the remaining assets or funds of the CompanySeries A Preferred Shares. (d) In the event the assets and funds of the Company available for distribution to Holders upon any Liquidation Event shall be insufficient to pay in full all amounts to which such Holders are entitled pursuant to Section 5(a) and amounts to which holders of Parity Stock are entitled, no such distribution shall be made on account of any shares of Preferred Stock or Parity Stock upon such Liquidation Event unless proportionate distributable amounts shall be paid on account of the shares of Preferred Stock, ratably, in proportion to the full distributable amounts for which Holders of all Preferred Stock and of any Parity Stock are entitled upon such Liquidation Event with the amount allocable to each series of such stock determined on a pro rata basis of the aggregate liquidation preference of the outstanding shares of each such series and accumulated and unpaid dividends to which each such series is entitled. (e) The provisions of this Section 5 shall not in any way limit the right of Holders to elect to convert their shares of Preferred Stock into shares of Common Stock pursuant to Section 6 prior to or in connection with any Liquidation Event. However, following the occurrence of a Liquidation Event and the payment in full to a Holder of its applicable liquidation preference, such holder shall cease to have any rights hereunder to participate in any future dividends or distributions made to the holders of Common Stock.

Liquidation Rights. (a) In the event of any voluntary or involuntary liquidation, dissolution or winding-winding up of the Company, whether voluntary or its subsidiaries the assets of which constitute all involuntary, before any dividend payment or substantially all distribution of the assets of the Company and its subsidiaries taken as a whole, in either case in a single (whether capital or series of transactions by merger surplus) shall be made or otherwise (each a “Liquidation Event”), subject set apart for payment to the payment or provision for payment holders of Junior Shares, the holders of the debts and other liabilities of the Company, each Holder Series A Preferred Shares shall be entitled to receive $25.00 per Series A Preferred Share plus an amount equal to all dividends (whether or not earned or declared) accrued and unpaid thereon to the date of final distribution to such holders; but such holders shall not be paid out entitled to any further payment. If, upon any liquidation, dissolution or winding up of the remaining Company, the assets and funds of the Company available for distribution to its stockholdersCompany, prior to or proceeds thereof, distributable among the holders of Junior Stock an amount for each share of the Series A Preferred Stock then held by such Holder equal to the greater of (a) the Accreted Value plus accrued and unpaid dividends as of the date of such Liquidation Event and (b) the amount that such Holder would have received if, immediately prior to such Liquidation Event, it had voluntarily converted its Preferred Stock pursuant to Section 6. For purposes hereof, any sale, conveyance, exchange or transfer (for cash, shares of stock, securities or other consideration) of all or substantially all the assets or business of the Company and its subsidiaries, or the merger or consolidation of the Company and/or its subsidiaries into or with any other Person, in each case, that would constitute a Change of Control, shall be deemed a “Liquidation Event”. (b) If any Liquidation Event occurs prior to the fifth anniversary of the Issue Date, each Holder shall be entitled to receive and to be paid out of the remaining assets and funds of the Company available for distribution to its stockholders, prior to the holders of Junior Stock, an amount for each share of Preferred Stock then held by such Holder equal to the greater of (a) 105% of the Accreted Value plus accrued and unpaid dividends as of the date of such transaction and (b) the amount that such Holder would have received if, immediately prior to such transaction, it had voluntarily converted its Preferred Stock pursuant to Section 6. (c) After the indefeasible payment in cash to the Holders of full preferential amounts provided for in this Section 5, Holders as such shall have no right or claim to any of the remaining assets or funds of the Company. (d) In the event the assets and funds of the Company available for distribution to Holders upon any Liquidation Event Shares shall be insufficient to pay in full all amounts to which such Holders are entitled pursuant to Section 5(a) the preferential amount aforesaid and amounts to which holders of Parity Stock are entitled, no such distribution shall be made liquidating payments on account of any shares of Preferred Stock any class or series of Parity Stock upon Shares, then such Liquidation Event unless proportionate distributable amounts assets, or the proceeds thereof, shall be distributed among the holders of Series A Preferred Shares and any such Parity Shares ratably in accordance with the respective amounts that would be payable on such Series A Preferred Shares and any such Parity Shares if all amounts payable thereon were paid on account in full. For the purposes of this Section 4, (i) a consolidation, amalgamation or merger of the Company with one or more corporations or other entities, (ii) a sale, lease or conveyance of all or substantially all of the shares of Preferred Stock, ratably, in proportion to capital stock or the full distributable amounts for which Holders of all Preferred Stock and of any Parity Stock are entitled upon such Liquidation Event with the amount allocable to each series of such stock determined on a pro rata basis property or business of the aggregate liquidation preference Company or (iii) a statutory share exchange shall not be deemed to be a liquidation, dissolution or winding up, voluntary or involuntary, of the outstanding shares of each such series and accumulated and unpaid dividends to which each such series is entitledCompany. (eb) The provisions Subject to the rights of this Section 5 shall not in any way limit the right holders of Holders to elect to convert their shares of Preferred Stock into any series or class or classes of shares of Common Stock pursuant to Section 6 the Company's stock ranking on a parity with or prior to the Series A Preferred Shares upon liquidation, dissolution or in connection with winding up, upon any Liquidation Event. Howeverliquidation, following dissolution or winding up of the occurrence of a Liquidation Event and the Company, after payment shall have been made in full to a Holder of its applicable liquidation preference, such holder shall cease to have any rights hereunder to participate in any future dividends or distributions made to the holders of Common Stock.the Series A Preferred Shares, as provided in this

Liquidation Rights. (a) In the event of any voluntary or involuntary liquidation, dissolution or winding-winding up of the Company, or its subsidiaries the assets of which constitute all or substantially all affairs of the assets Corporation, whether voluntary or involuntary, the holders of the Company full and its subsidiaries taken as a whole, in either case in a single or series fractional shares of transactions by merger or otherwise (each a “Liquidation Event”), subject to the payment or provision for payment of the debts and other liabilities of the Company, each Holder this Series shall be entitled to receive and to be paid out of the remaining assets and funds of the Company available for entitled, before any distribution to its stockholders, prior or payment is made on any date to the holders of Junior the Common Stock or any other stock of the Corporation ranking junior to this Series upon liquidation, to be paid in full an amount for each per whole share of Preferred Stock then held by such Holder this Series equal to the greater of (aA) $24,000 or (B) the Accreted Value plus accrued and unpaid dividends as of the date of such Liquidation Event and (b) the aggregate amount that such Holder would have received if, immediately distributed or to be distributed prior to such date in connection with such liquidation, dissolution or winding up to a holder of the Reference Package (such greater amount being hereinafter referred to as the "Liquidation EventPreference"), it had voluntarily converted its Preferred Stock pursuant together with accrued dividends to Section 6such distribution or payment date, whether or not earned or declared. For purposes hereof, any sale, conveyance, exchange or transfer (for cash, If such payment shall have been made in full to all holders of shares of stockthis Series, securities or other consideration) of all or substantially all the assets or business of the Company and its subsidiaries, or the merger or consolidation of the Company and/or its subsidiaries into or with any other Person, in each case, that would constitute a Change of Control, shall be deemed a “Liquidation Event”. (b) If any Liquidation Event occurs prior to the fifth anniversary of the Issue Date, each Holder shall be entitled to receive and to be paid out of the remaining assets and funds of the Company available for distribution to its stockholders, prior to the holders of Junior Stock, an amount for each share shares of Preferred Stock then held by such Holder equal to the greater of (a) 105% of the Accreted Value plus accrued and unpaid dividends as of the date of such transaction and (b) the amount that such Holder would have received if, immediately prior to such transaction, it had voluntarily converted its Preferred Stock pursuant to Section 6. (c) After the indefeasible payment in cash to the Holders of full preferential amounts provided for in this Section 5, Holders Series as such shall have no right or claim to any of the remaining assets or funds of the Company. (d) Corporation. In the event the assets and funds of the Company Corporation available for distribution to Holders the holders of shares of this Series upon any Liquidation Event liquidation, dissolution or winding up of the Corporation, whether voluntary or involuntary, shall be insufficient to pay in full all amounts to which such Holders holders are entitled pursuant to the first paragraph of this Section 5(a) and amounts to which holders of Parity Stock are entitled4, no such distribution shall be made on account of any shares of any other class or series of Preferred Stock or Parity Stock ranking on a parity with the shares of this Series upon such Liquidation Event liquidation, dissolution or winding up unless proportionate distributable distributive amounts shall be paid on account of the shares of Preferred Stockthis Series, ratably, ratably in proportion to the full distributable amounts for which Holders holders of all Preferred Stock and of any Parity Stock such parity shares are respectively entitled upon such Liquidation Event with liquidation, dissolution or winding up. Upon the amount allocable to each series of such stock determined on a pro rata basis liquidation, dissolution or winding up of the aggregate liquidation preference Corporation, the holders of shares of this Series then outstanding shall be entitled to be paid out of assets of the outstanding shares of each such series and accumulated and unpaid dividends Corporation available for distribution to its stockholders all amounts to which each such series is entitled. (e) The provisions holders are entitled pursuant to the first paragraph of this Section 5 4 before any payment shall not in any way limit the right of Holders to elect to convert their shares of Preferred Stock into shares of Common Stock pursuant to Section 6 prior to or in connection with any Liquidation Event. However, following the occurrence of a Liquidation Event and the payment in full to a Holder of its applicable liquidation preference, such holder shall cease to have any rights hereunder to participate in any future dividends or distributions be made to the holders of Common StockStock or any other stock of the Corporation ranking junior upon liquidation to this Series. For the purposes of this Section 4, the consolidation or merger of, or binding share exchange by, the Corporation with any other corporation shall not be deemed to constitute a liquidation, dissolution or winding up of the Corporation.

Liquidation Rights. (a) In Upon the event dissolution, liquidation or winding up of any voluntary or involuntary liquidation, dissolution or winding-up the affairs of the Company, whether voluntary or its subsidiaries involuntary, the assets Holders of which constitute all MRP Shares then Outstanding, together with holders of shares of any Preferred Shares ranking on a parity with the MRP Shares upon dissolution, liquidation or substantially all of the assets of the Company and its subsidiaries taken as a wholewinding up, in either case in a single or series of transactions by merger or otherwise (each a “Liquidation Event”), subject to the payment or provision for payment of the debts and other liabilities of the Company, each Holder shall be entitled to receive and to be paid out of the remaining assets and funds of the Company (or the proceeds thereof) available for distribution to its stockholders after satisfaction of claims of creditors of the Company, but before any distribution or payment shall be made in respect of the Common Shares, an amount equal to the liquidation preference with respect to such shares. The liquidation preference for MRP Shares shall be $25.00 per share, plus an amount equal to all accumulated dividends thereon (whether or not earned or declared but without interest) to the date payment of such distribution is made in full. No redemption premium shall be paid upon any liquidation even if such redemption premium would be paid upon optional or mandatory redemption of the relevant shares. In determining whether a distribution (other than upon voluntary or involuntary liquidation), by dividend, redemption or otherwise, is permitted under the MGCL, amounts that would be needed, if the Company were to be dissolved at the time of distribution, to satisfy the liquidation preference of the MRP Shares will not be added to the Company’s total liabilities. (b) If, upon any liquidation, dissolution or winding up of the affairs of the Company, whether voluntary or involuntary, the assets of the Company available for distribution among the holders of all outstanding Preferred Shares shall be insufficient to its stockholderspermit the payment in full to holders of the amounts to which they are entitled, prior then the available assets shall be distributed among the holders of all outstanding Preferred Shares ratably in any distribution of assets according to the respective amounts which would be payable on all the shares if all amounts thereon were paid in full. (c) Upon the dissolution, liquidation or winding up of the affairs of the Company, whether voluntary or involuntary, until payment in full is made to the Holders of MRP Shares of the liquidation distribution to which they are entitled, (1) no dividend or other distribution shall be made to the holders of Junior Stock an amount for each share Common Shares or any other class of Preferred Stock then held by such Holder equal to the greater shares of (a) the Accreted Value plus accrued and unpaid dividends as capital stock of the date of such Liquidation Event Company ranking junior to MRP Shares upon dissolution, liquidation or winding up and (b2) no purchase, redemption or other acquisition for any consideration by the amount that such Holder would have received ifCompany shall be made in respect of the Common Shares or any other class of shares of capital stock of the Company ranking junior to MRP Shares upon dissolution, immediately prior to such Liquidation Eventliquidation or winding up. (d) A consolidation, it had voluntarily converted its Preferred Stock pursuant to Section 6. For purposes hereofreorganization or merger of the Company with or into any company, any trust or other legal entity, or a sale, conveyance, lease or exchange or transfer (for cash, shares of stock, securities or other consideration) of all or substantially all of the assets or business of the Company and its subsidiariesin consideration for the issuance of equity securities of another company, trust or the merger or consolidation of the Company and/or its subsidiaries into or with any other Person, in each case, that would constitute a Change of Control, legal entity shall not be deemed to be a “Liquidation Event”liquidation, dissolution or winding up, whether voluntary or involuntary, for the purposes of this Section 5. (be) If any Liquidation Event occurs prior to After the fifth anniversary of the Issue Date, each Holder shall be entitled to receive and to be paid out of the remaining assets and funds of the Company available for distribution to its stockholders, prior payment to the holders of Junior Stock, an amount for each share of Preferred Stock then held by such Holder equal to the greater of (a) 105% Shares of the Accreted Value plus accrued and unpaid dividends as of the date of such transaction and (b) the amount that such Holder would have received if, immediately prior to such transaction, it had voluntarily converted its Preferred Stock pursuant to Section 6. (c) After the indefeasible payment in cash to the Holders of full preferential amounts provided for in this Section 5, Holders the holders of Preferred Shares as such shall have no right or claim to any of the remaining assets or funds of the Company. (df) In Subject to the event rights of the holders of shares of any series or class or classes of stock ranking on a parity with MRP Shares with respect to the distribution of assets and funds upon dissolution, liquidation or winding up of the affairs of the Company, after payment shall have been made in full to the Holders of the MRP Shares as provided in paragraph (a) of this Section 5, but not prior thereto, any other series or class or classes of stock ranking junior to MRP Shares with respect to the distribution of assets upon dissolution, liquidation or winding up of the affairs of the Company available for distribution shall, subject to Holders upon any Liquidation Event shall respective terms and provisions (if any) applying thereto, be insufficient entitled to pay in full receive any and all amounts assets remaining to which such Holders are entitled pursuant to Section 5(a) and amounts to which holders of Parity Stock are entitled, no such distribution shall be made on account of any shares of Preferred Stock or Parity Stock upon such Liquidation Event unless proportionate distributable amounts shall be paid on account or distributed, and the Holders of the shares of Preferred Stock, ratably, in proportion to the full distributable amounts for which Holders of all Preferred Stock and of any Parity Stock are entitled upon such Liquidation Event with the amount allocable to each series of such stock determined on a pro rata basis of the aggregate liquidation preference of the outstanding shares of each such series and accumulated and unpaid dividends to which each such series is entitled. (e) The provisions of this Section 5 MRP Shares shall not in any way limit the right of Holders be entitled to elect to convert their shares of Preferred Stock into shares of Common Stock pursuant to Section 6 prior to or in connection with any Liquidation Event. However, following the occurrence of a Liquidation Event and the payment in full to a Holder of its applicable liquidation preference, such holder shall cease to have any rights hereunder to participate in any future dividends or distributions made to the holders of Common Stockshare therein.

Liquidation Rights. (a) In the event of any voluntary or involuntary liquidation, dissolution or winding-winding up of the Company, whether voluntary or its subsidiaries the assets of which constitute all involuntary, before any payment or substantially all distribution of the assets of the Company and its subsidiaries taken as a whole(whether capital or surplus) shall be made to or set apart for the holders of Junior Shares, in either case in a single or series of transactions by merger or otherwise (each a “Liquidation Event”), subject to the payment or provision for payment holders of the debts and other liabilities of the Company, each Holder Series E Preferred Shares shall be entitled to receive and to be paid out of the remaining assets and funds of the Company available for distribution to its stockholders, prior to the holders of Junior Stock Two Thousand Five Hundred Dollars ($2,500.00) per Series E Preferred Share plus an amount for each share of Preferred Stock then held by such Holder equal to the greater of all dividends (awhether or not earned or declared) the Accreted Value plus accrued and unpaid dividends as of thereon to the date of such Liquidation Event and (b) the amount that liquidation, dissolution or winding up, but such Holder would have received if, immediately prior to such Liquidation Event, it had voluntarily converted its Preferred Stock pursuant to Section 6. For purposes hereof, any sale, conveyance, exchange or transfer (for cash, shares of stock, securities or other consideration) of all or substantially all the assets or business of the Company and its subsidiaries, or the merger or consolidation of the Company and/or its subsidiaries into or with any other Person, in each case, that would constitute a Change of Control, holders shall be deemed a “Liquidation Event”. (b) If any Liquidation Event occurs prior to the fifth anniversary of the Issue Date, each Holder shall not be entitled to receive and to be paid out any further payment. If, upon any liquidation, dissolution or winding up of the remaining Company, the assets and funds of the Company available for distribution to its stockholdersCompany, prior to or proceeds thereof, distributable among the holders of Junior Stock, an amount for each share of the Series E Preferred Stock then held by such Holder equal to the greater of (a) 105% of the Accreted Value plus accrued and unpaid dividends as of the date of such transaction and (b) the amount that such Holder would have received if, immediately prior to such transaction, it had voluntarily converted its Preferred Stock pursuant to Section 6. (c) After the indefeasible payment in cash to the Holders of full preferential amounts provided for in this Section 5, Holders as such shall have no right or claim to any of the remaining assets or funds of the Company. (d) In the event the assets and funds of the Company available for distribution to Holders upon any Liquidation Event Shares shall be insufficient to pay in full the preferential amount aforesaid and liquidating payments on any other shares of any class or series of Parity Shares, then such assets, or the proceeds thereof, shall be distributed among the holders of the Series E Preferred Shares and any such Parity Shares ratably in accordance with the respective amounts that would be payable on such Series E Preferred Shares and any such Parity Shares if all amounts to which such Holders are entitled pursuant to payable thereon were paid in full. For the purposes of this Section 5(a4, (i) and amounts to which holders of Parity Stock are entitled, no such distribution shall be made on account of any shares of Preferred Stock a consolidation or Parity Stock upon such Liquidation Event unless proportionate distributable amounts shall be paid on account merger of the shares of Preferred StockCompany with one or more corporations, ratablyreal estate investment trusts, in proportion to the full distributable amounts for which Holders or other entities and (ii) a sale, lease or transfer of all Preferred Stock and of any Parity Stock are entitled upon such Liquidation Event with the amount allocable to each series of such stock determined on a pro rata basis or substantially all of the aggregate liquidation preference Company’s assets shall not be deemed to be a liquidation, dissolution or winding up, voluntary or involuntary, of the outstanding shares of each such series and accumulated and unpaid dividends to which each such series is entitledCompany. (eb) The provisions Subject to the rights of this Section 5 shall not in the holders of any way limit the right series or class or classes of Holders to elect to convert their shares of Preferred Stock into shares of Common Stock pursuant to Section 6 beneficial interest ranking on a parity with or prior to the Series E Preferred Shares upon liquidation, dissolution or in connection with winding up, upon any Liquidation Event. Howeverliquidation, following dissolution or winding up of the occurrence of a Liquidation Event and the Company, after payment shall have been made in full to a Holder of its applicable liquidation preference, such holder shall cease to have any rights hereunder to participate in any future dividends or distributions made to the holders of Common Stockthe Series E Preferred Shares, as provided in this Section 4, any other series or class or classes of Junior Shares or Fully 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 Rights. (a) In Upon the event of any voluntary or involuntary liquidationdissolution, dissolution liquidation or winding-winding up of the Company, or its subsidiaries the assets of which constitute all or substantially all holders of the assets of the Company and its subsidiaries taken as a whole, in either case in a single or series of transactions by merger or otherwise (each a “Liquidation Event”), subject to the payment or provision for payment of the debts and other liabilities of the Company, each Holder Series A Preferred Stock shall be entitled to receive and to be paid out of the remaining assets and funds of the Company available for distribution to its stockholders, prior to before any payment or distribution shall be made on the holders of Common Stock or on any other Junior Stock an amount for each the liquidation preference of $1,000 per share of Series A Preferred Stock then held by such Holder equal to the greater of (a) the Accreted Value Stock, plus accrued any declared and unpaid dividends as for the then-current Dividend Period, without accumulation of the date of such Liquidation Event and (b) the amount that such Holder would have received if, immediately prior to such Liquidation Event, it had voluntarily converted its Preferred Stock pursuant to Section 6. For purposes hereof, any sale, conveyance, exchange or transfer (for cash, shares of stock, securities or other consideration) of all or substantially all the assets or business of the Company and its subsidiaries, or the merger or consolidation of the Company and/or its subsidiaries into or with any other Person, in each case, that would constitute a Change of Control, shall be deemed a “Liquidation Event”undeclared dividends. (b) If in any distribution described in Section 5(a) above the assets of the Company or proceeds thereof are not sufficient to pay the Liquidation Event occurs prior Preferences (as defined below) in full to all holders of the Series A Preferred Stock and all holders of any Parity Stock, the amounts paid to the fifth anniversary holders of the Issue DateSeries A Preferred Stock and to the holders of all such other Parity Stock shall be paid pro rata in accordance with the respective aggregate Liquidation Preferences of the holders of the Series A Preferred Stock and the holders of all such other Parity Stock. In any such distribution, each Holder the “Liquidation Preference” of any holder of Series A Preferred Stock or Parity Stock shall mean the amount otherwise payable to such holder in such distribution, including any declared but unpaid dividends (and, in the case of any holder of shares other than Series A Preferred Stock and on which dividends accrue on a cumulative basis, an amount equal to any unpaid, accrued cumulative dividends, whether or not declared, as applicable). (c) If the Liquidation Preference has been paid in full to all holders of the Series A Preferred Stock, the holders of other shares of the Company shall be entitled to receive and to be paid out of the all remaining assets and funds of the Company available for distribution according to its stockholders, prior to their respective rights and preferences and the holders of Junior Stock, an amount for each share of the Series A Preferred Stock then held by such Holder equal to the greater of (a) 105% of the Accreted Value plus accrued and unpaid dividends as of the date of such transaction and (b) the amount that such Holder would have received if, immediately prior to such transaction, it had voluntarily converted its Preferred Stock pursuant to Section 6. (c) After the indefeasible payment in cash to the Holders of full preferential amounts provided for in this Section 5, Holders as such shall have no right or claim to any of the remaining assets or funds of the Company. (d) In Neither the event sale, lease, exchange, transfer or conveyance of all or substantially all of the assets and funds of the Company available for distribution to Holders upon cash, securities or other property, nor the merger or consolidation of the Company into or with any Liquidation Event other corporation or the merger or consolidation of any other corporation into or with the Company, shall be insufficient deemed to pay in full all amounts to which such Holders are entitled pursuant to Section 5(a) and amounts to which holders of Parity Stock are entitledbe a dissolution, no such distribution shall be made on account of any shares of Preferred Stock liquidation or Parity Stock upon such Liquidation Event unless proportionate distributable amounts shall be paid on account of winding up, voluntary or involuntary, for the shares of Preferred Stock, ratably, in proportion to the full distributable amounts for which Holders of all Preferred Stock and of any Parity Stock are entitled upon such Liquidation Event with the amount allocable to each series of such stock determined on a pro rata basis of the aggregate liquidation preference of the outstanding shares of each such series and accumulated and unpaid dividends to which each such series is entitled. (e) The provisions purposes of this Section 5 shall not in any way limit the right of Holders to elect to convert their shares of Preferred Stock into shares of Common Stock pursuant to Section 6 prior to or in connection with any Liquidation Event. However, following the occurrence of a Liquidation Event and the payment in full to a Holder of its applicable liquidation preference, such holder shall cease to have any rights hereunder to participate in any future dividends or distributions made to the holders of Common Stock8.

Liquidation Rights. (a) In the event of any voluntary or involuntary liquidation, dissolution or winding-winding up of the Company, or its subsidiaries the assets of which constitute all or substantially all affairs of the assets of the Company and its subsidiaries taken as a wholeCorporation, in either case in a single whether voluntary or series of transactions by merger or otherwise (each a “Liquidation Event”)otherwise, subject to the after payment or provision for payment of the debts and other liabilities of the CompanyCorporation, each Holder the holders of shares of the Series A Preferred Stock shall be entitled to receive and to be paid receive, in cash, out of the remaining net assets and funds of the Company available Corporation, the amount of $.01 for each share of the Series A Preferred Stock held by them, plus an amount equal to all dividends accrued and unpaid on each such share up to the date fixed for distribution, before any distribution to its stockholders, prior shall be made to the holders of Junior Stock an amount for each share shares of Common Stock. If upon any liquidation, dissolution or winding up of the Corporation, the assets distributable among the holders of shares of the Series A Preferred Stock then held by such Holder equal are insufficient to permit the payment in full to the greater holders of (a) all such shares of all preferential amounts payable to all such holders, then the Accreted Value plus accrued and unpaid dividends as entire assets of the date Corporation thus distributable shall be distributed ratably among the holders of the shares of the Series A Preferred Stock in proportion to the respective amounts that would be payable per share if such Liquidation Event and assets were sufficient to permit payment in full. (b) the amount that such Holder would have received if, immediately prior to such Liquidation Event, it had voluntarily converted its Preferred Stock pursuant to Section 6. For purposes hereofof this Section 4, a distribution of assets in any saledissolution, conveyancewinding up or liquidation shall not include (i) any consolidation or merger of the Corporation with or into any other corporation, exchange (ii) any dissolution, liquidation, winding up or transfer reorganization of the Corporation immediately followed by reincorporation of another corporation or (for cash, shares of stock, securities iii) a sale or other consideration) disposition of all or substantially all the assets or business of the Company and its subsidiariesCorporation's assets to another corporation; provided, or the merger or consolidation of the Company and/or its subsidiaries into or with any other Personhowever, that, in each case, that would constitute a Change effective provision is made in the certificate of Control, shall be deemed a “Liquidation Event”. (b) If any Liquidation Event occurs prior to the fifth anniversary incorporation of the Issue Date, each Holder shall be entitled to receive resulting and to be paid out surviving corporation or otherwise for the protection of the remaining assets and funds rights of the Company available for distribution to its stockholders, prior to the holders of Junior Stock, an amount for each share of Preferred Stock then held by such Holder equal to the greater of (a) 105% shares of the Accreted Value plus accrued and unpaid dividends as of the date of such transaction and (b) the amount that such Holder would have received if, immediately prior to such transaction, it had voluntarily converted its Series A Preferred Stock pursuant to Section 6Stock. (c) After the indefeasible payment in cash to of the Holders of full preferential amounts provided for in this Section 5, Holders as such shall have no right or claim to any of the remaining assets or funds of the Company. (d) In the event the assets and funds of the Company available for distribution to Holders upon any Liquidation Event shall be insufficient to pay in full all amounts to which such Holders are entitled pursuant to Section 5(a) and amounts to which holders of Parity Stock are entitled, no such distribution shall be made on account of any shares of Preferred Stock or Parity Stock upon such Liquidation Event unless proportionate distributable amounts shall be paid on account of the shares of Preferred Stock, ratably, in proportion to the full distributable amounts for which Holders of all Preferred Stock and of any Parity Stock are entitled upon such Liquidation Event with the amount allocable to each series of such stock determined on a pro rata basis of the aggregate liquidation preference of the outstanding shares of each such series and accumulated and unpaid dividends to which each such series is entitled. (e) The provisions of this Section 5 shall not in any way limit the right of Holders to elect to convert their shares of Preferred Stock into shares of Common Stock pursuant to Section 6 prior to or in connection with any Liquidation Event. However, following the occurrence of a Liquidation Event and the payment in full to a Holder of its applicable liquidation preference, such holder shall cease to have any rights hereunder to participate in any future dividends or distributions made herein to the holders of Common Stockshares of the Series A Preferred Stock or funds necessary for such payment have been set aside in trust for the holders thereof, such holders shall be entitled to no other or further participation in the distribution of the assets of the Corporation.

Liquidation Rights. (a) In the event of any voluntary or involuntary liquidation, dissolution or winding-winding up of the Companyaffairs of the Corporation, whether voluntary or its subsidiaries involuntary, the holders of shares of Preferred Stock shall be entitled to receive out of the assets of the Corporation available for distribution to stockholders, after satisfying claims of creditors (including the holders of Notes) but before any distribution or payment shall be made in respect of the Common Stock or any other stock of the Corporation ranking junior to the Preferred Stock as to liquidation payments, a liquidation distribution in the amount of $100,000 per share, plus an amount equal to all accumulated and unpaid dividends accrued to and including the date fixed for such distribution or payment (whether or not earned or declared by the Corporation, but excluding interest thereon), but such holders shall be entitled to no further participation in any distribution or payment in connection with any such liquidation, dissolution or winding up. (b) If, upon any such liquidation, dissolution or winding up of the affairs of the Corporation, whether voluntary or involuntary, the assets of the Corporation available for distribution among the holders of all outstanding shares of Preferred Stock shall be insufficient to permit the payment in full to such holders of the amounts to which constitute they are entitled, then such available assets shall be distributed among the holders of shares of Preferred Stock ratably in any such distribution of assets according to the respective amounts which would be payable on all such shares if all amounts thereon were paid in full. (c) Neither the consolidation or merger of the Corporation with or into any other corporation or corporations, nor the sale, lease, exchange or transfer by the Corporation of all or substantially all of the assets of the Company its property and its subsidiaries taken as a whole, in either case in a single or series of transactions by merger or otherwise (each a “Liquidation Event”), subject to the payment or provision for payment of the debts and other liabilities of the Company, each Holder shall be entitled to receive and to be paid out of the remaining assets and funds of the Company available for distribution to its stockholders, prior to the holders of Junior Stock an amount for each share of Preferred Stock then held by such Holder equal to the greater of (a) the Accreted Value plus accrued and unpaid dividends as of the date of such Liquidation Event and (b) the amount that such Holder would have received if, immediately prior to such Liquidation Event, it had voluntarily converted its Preferred Stock pursuant to Section 6. For purposes hereof, any sale, conveyance, exchange or transfer (for cash, shares of stock, securities or other consideration) of all or substantially all the assets or business of the Company and its subsidiaries, or the merger or consolidation of the Company and/or its subsidiaries into or with any other Person, in each case, that would constitute a Change of Controlassets, shall be deemed to be a “Liquidation Event”. (b) If any Liquidation Event occurs prior to the fifth anniversary liquidation, dissolution or winding up of the Issue Date, each Holder shall be entitled to receive and to be paid out of the remaining assets and funds of the Company available Corporation for distribution to its stockholders, prior to the holders of Junior Stock, an amount for each share of Preferred Stock then held by such Holder equal to the greater of (a) 105% of the Accreted Value plus accrued and unpaid dividends as of the date of such transaction and (b) the amount that such Holder would have received if, immediately prior to such transaction, it had voluntarily converted its Preferred Stock pursuant to Section 6. (c) After the indefeasible payment in cash to the Holders of full preferential amounts provided for in this Section 5, Holders as such shall have no right or claim to any of the remaining assets or funds of the Company. (d) In the event the assets and funds of the Company available for distribution to Holders upon any Liquidation Event shall be insufficient to pay in full all amounts to which such Holders are entitled pursuant to Section 5(a) and amounts to which holders of Parity Stock are entitled, no such distribution shall be made on account of any shares of Preferred Stock or Parity Stock upon such Liquidation Event unless proportionate distributable amounts shall be paid on account of the shares of Preferred Stock, ratably, in proportion to the full distributable amounts for which Holders of all Preferred Stock and of any Parity Stock are entitled upon such Liquidation Event with the amount allocable to each series of such stock determined on a pro rata basis of the aggregate liquidation preference of the outstanding shares of each such series and accumulated and unpaid dividends to which each such series is entitled. (e) The provisions purposes of this Section 5 shall not in any way limit the right of Holders to elect to convert their shares of Preferred Stock into shares of Common Stock pursuant to Section 6 prior to or in connection with any Liquidation Event. However, following the occurrence of a Liquidation Event and the payment in full to a Holder of its applicable liquidation preference, such holder shall cease to have any rights hereunder to participate in any future dividends or distributions made to the holders of Common Stockparagraph 4.

Liquidation Rights. (a) In Upon the event occurrence of any voluntary or involuntary liquidation, dissolution or winding-up of the Company, or its subsidiaries the assets of which constitute all or substantially all of the assets of the Company and its subsidiaries taken as a whole, in either case in a single or series of transactions by merger or otherwise (each a “Liquidation Event”), subject to the payment or provision for payment of the debts and other liabilities of the Company, each Holder Preferred Member shall be entitled to receive and to be paid out of the remaining assets and funds of the Company legally available for distribution to its stockholdersthe Members, prior to before any distribution or payment may be made on any Common Units or other Interests of the holders of Junior Stock Company, an amount for each share of per Preferred Stock then held by such Holder Unit equal to the greater of (a) the Accreted Value plus accrued and unpaid dividends Redemption Price as of such time payable at the date time of such Liquidation Event and (b) the amount that such Holder would have received ifEvent. If, immediately prior to upon any such Liquidation Event, it had voluntarily converted its Preferred Stock pursuant to Section 6. For purposes hereof, any sale, conveyance, exchange or transfer (for cash, shares of stock, securities or other consideration) of all or substantially all the assets or business of the Company and its subsidiaries, or the merger or consolidation of the Company and/or its subsidiaries into or with any other Person, in each case, that would constitute a Change of Control, shall be deemed a “Liquidation Event”. (b) If any Liquidation Event occurs prior to the fifth anniversary of the Issue Date, each Holder shall be entitled to receive and to be paid out of the remaining assets and funds of the Company legally available for distribution to its stockholdersthe Members are insufficient to pay the Preferred Members the full amount of such Redemption Price for each outstanding Preferred Unit, prior the Preferred Members will share ratably in any such distribution of the assets of the Company in proportion to the holders of Junior Stock, an amount for each share of full respective amounts (if any) to which they are entitled with respect to their Preferred Stock then held by such Holder equal to Units. After payment the greater of (a) 105% Preferred Members of the Accreted Value plus accrued and unpaid dividends as of the date full amount of such transaction and (b) the amount that such Holder would have received ifRedemption Price to which they are entitled, immediately prior to such transaction, it had voluntarily converted its Preferred Stock pursuant to Section 6. (c) After the indefeasible payment in cash to the Holders of full preferential amounts provided for in this Section 5, Holders Members as such shall will have no right or claim to any of the remaining assets or funds of the Company. No Member shall receive any cash or other consideration upon a Liquidation Event by reason of their ownership of Common Units or Interests of the Company other than Preferred Units unless the full amount of such Redemption Price to which Preferred Members are entitled in respect of all outstanding Preferred Units have been paid in full. (db) In Notwithstanding the event the assets and funds of the Company available for distribution to Holders upon any Liquidation Event shall be insufficient to pay in full all amounts to which such Holders are entitled pursuant to Section 5(a) and amounts to which holders of Parity Stock are entitled, no such distribution shall be made on account of any shares of Preferred Stock or Parity Stock upon such Liquidation Event unless proportionate distributable amounts shall be paid on account of the shares of Preferred Stock, ratably, in proportion to the full distributable amounts for which Holders of all Preferred Stock and of any Parity Stock are entitled upon such Liquidation Event with the amount allocable to each series of such stock determined on a pro rata basis of the aggregate liquidation preference of the outstanding shares of each such series and accumulated and unpaid dividends to which each such series is entitled. (e) The provisions of this Section 5 3, the Company shall not in any way limit the right of Holders be obligated to elect to convert their shares of Preferred Stock into shares of Common Stock pay distributions pursuant to this Section 6 prior to or in connection with any Liquidation Event. However, following the occurrence of a Liquidation Event and the payment in full to a Holder of its applicable liquidation preference, such holder shall cease to have any rights hereunder to participate in any future dividends or distributions made 3 to the holders extent there exists a Preferred Delay Condition. In such event, the Company shall notify any the Preferred Members in writing as soon as practicable of Common Stocksuch Preferred Delay Condition. The Company shall then pay the distributions on the applicable date set forth in this Section 3(b) with respect to as to as many of the Preferred Units entitled to such distributions without running afoul of the Preferred Delay Condition and thereafter pay the Redemption Price with respect to as many of the other Preferred Units entitled to such distribution without running afoul of the Preferred Delay Condition at the earliest practicable date or dates, in which case, the Redemption Price shall accrue interest at the Preferred Distribution Rate.

Liquidation Rights. (a) In If the event of Corporation shall be voluntarily or involuntarily liquidated, dissolved or wound up at any voluntary or involuntary liquidation, dissolution or winding-up time when any of the CompanyConvertible Preferred Stock shall be outstanding, or its subsidiaries the holders of the then outstanding Convertible Preferred Stock shall have a preference against the assets of which constitute all or substantially all (including cash, securities and property) of the assets of the Company and its subsidiaries taken as a whole, in either case in a single or series of transactions by merger or otherwise (each a “Liquidation Event”), subject to the payment or provision for payment of the debts and other liabilities of the Company, each Holder shall be entitled to receive and to be paid out of the remaining assets and funds of the Company Corporation available for distribution to its stockholders, prior to the holders of Junior the Common Stock an amount for each share of Preferred Stock then held by such Holder equal to the greater sum of (i) $4.26 per share and (ii) an amount equal to all declared but unpaid dividends (the "Preference Amount"); provided, however, that any reduction of the authorized or issued shares of the stock of the Corporation of any class, whether now or hereafter authorized, shall not be deemed to be a liquidation of the Corporation within the meaning of any of the provisions of this Section 3; and provided, further, however, that a liquidation for the purposes of this Section shall not be deemed to occur if: (a) the Accreted Value plus accrued and unpaid dividends as consolidation or merger of the date Corporation into or with any corporation or corporations wherein the holders of such Liquidation Event the Convertible Preferred Stock are to receive preferred securities of the merged or consolidated entity having substantially similar rights, preferences and protections as those of the Convertible Preferred Stock (as contemplated herein); (b) the amount that such Holder would have received ifmerger of the Corporation with another corporation in which the Corporation is the surviving corporation and which does not result in any reclassification or change -- other than a change in par value, immediately prior or from par value to such Liquidation Eventno par value or from no par value to par value, it had voluntarily converted its Preferred Stock pursuant to Section 6. For purposes hereof, any sale, conveyance, exchange or transfer (for cash, as a result of a subdivision or combination -- of outstanding shares of stockthe Corporation's Common Stock; or (c) the transfer, securities assignment or other consideration) of all or substantially all the assets or business contribution of the Company and its subsidiariesCorporation's assets in connection with, or the merger creation of, any joint venture or consolidation of the Company and/or its subsidiaries into or with any other Person, limited liability entity in each case, that would constitute a Change of Control, exchange for an equity interest shall not be deemed to be a “Liquidation Event”liquidation for the purposes of this Section. (b) If any Liquidation Event occurs prior to the fifth anniversary All of the Issue Date, each Holder shall be entitled to receive and Preference Amount to be paid out of the remaining assets and funds of the Company available for distribution to its stockholders, prior to the holders of Junior Convertible Preferred Stock as provided in this Section 3 shall be paid or set apart for payment before the payment or setting apart for payment of any amount for, or the distribution of any property of the Corporation to, the holders of any Common Stock, an amount for each share of Preferred Stock then held by whether now or hereafter authorized, in connection with such Holder equal to the greater of (a) 105% of the Accreted Value plus accrued and unpaid dividends as of the date of such transaction and (b) the amount that such Holder would have received ifliquidation, immediately prior to such transaction, it had voluntarily converted its Preferred Stock pursuant to Section 6dissolution or winding up. (c) After Following the indefeasible full payment in cash to of the Holders Preference Amount, the holders of full preferential amounts provided for in this Section 5the Convertible Preferred Stock shall thereafter receive, Holders upon the liquidation or dissolution of the Corporation, at the same time and on the same terms as such shall have no right or claim to any the holders of the Common Stock receive, a portion of the remaining assets or funds of the Company. (d) In the event the assets and funds of the Company available for distribution to Holders upon any Liquidation Event shall be insufficient to pay in full all amounts to Corporation which such Holders are entitled pursuant to Section 5(a) and amounts to which holders of Parity Stock are entitled, no such distribution shall be made on account of any shares of Preferred Stock or Parity Stock upon such Liquidation Event unless proportionate distributable amounts shall be paid on account of the shares of Preferred Stock, ratably, in proportion to the full distributable amounts for which Holders of all Preferred Stock and of any Parity Stock are entitled upon such Liquidation Event with the amount allocable to each series of such stock determined on a pro rata basis of the aggregate liquidation preference of the outstanding shares of each such series and accumulated and unpaid dividends to which each such series is entitled. (e) The provisions of this Section 5 shall not in any way limit the right of Holders to elect to convert their shares of Preferred Stock into shares of Common Stock pursuant to Section 6 prior to or in connection with any Liquidation Event. However, following the occurrence of a Liquidation Event and the payment in full to a Holder of its applicable liquidation preference, such holder shall cease to have any rights hereunder to participate in any future dividends or distributions made to the holders of the Common StockStock equal to an amount which would have been distributed if the Convertible Preferred Stock had been converted into Common Stock immediately prior to the date of such liquidation or dissolution.

Liquidation Rights. (a) In Subject to the event rights of holders of Series A Stock and holders of any voluntary class or involuntary series of stock which the Corporation may in the future issue which ranks senior to, or on a parity with, the 7% Preferred Stock in respect of a distribution of assets upon the liquidation, dissolution or winding-up of the Companyaffairs of the Corporation, whether voluntary or its subsidiaries involuntary (such event, a "Liquidation"), the assets holders of which constitute all or substantially all shares of 7% Preferred Stock shall be entitled to receive out of the assets of the Company and its subsidiaries taken as a whole, in either case in a single or series of transactions by merger or otherwise (each a “Liquidation Event”), subject to the payment or provision for payment of the debts and other liabilities of the Company, each Holder shall be entitled to receive and to be paid out of the remaining assets and funds of the Company Corporation available for distribution to its stockholders, prior whether from capital, surplus or earnings, before any distribution or payment is made to holders of Common Stock of the Corporation or on any other class or series of stock of the Corporation ranking junior as to assets distributable upon Liquidation to the shares of 7% Preferred Stock, liquidating distributions in the amount of $_____ per share [the Average Closing Price as defined in the Agreement and Plan of Merger], plus an amount equal to all dividends accrued and unpaid thereon, whether or not earned or declared (including dividends accumulated and unpaid), to the date of Liquidation; but such holders shall not be entitled to any further payment. If, upon any Liquidation, the assets of the Corporation or proceeds thereof distributable among the holders of Junior Stock an amount for each share the shares of 7% Preferred Stock then held by such Holder equal to the greater of (a) the Accreted Value plus accrued and unpaid dividends as of the date of such Liquidation Event and (b) the amount that such Holder would have received if, immediately prior to such Liquidation Event, it had voluntarily converted its Preferred Stock pursuant to Section 6. For purposes hereof, any sale, conveyance, exchange or transfer (for cash, shares of stock, securities or other consideration) of all or substantially all the assets or business of the Company and its subsidiaries, or the merger or consolidation of the Company and/or its subsidiaries into or with any other Person, in each case, that would constitute a Change of Control, shall be deemed a “Liquidation Event”. (b) If any Liquidation Event occurs prior to the fifth anniversary of the Issue Date, each Holder shall be entitled to receive and to be paid out of the remaining assets and funds of the Company available for distribution to its stockholders, prior to the holders of Junior Stock, an amount for each share of Preferred Stock then held by such Holder equal to the greater of (a) 105% of the Accreted Value plus accrued and unpaid dividends as of the date of such transaction and (b) the amount that such Holder would have received if, immediately prior to such transaction, it had voluntarily converted its Preferred Stock pursuant to Section 6. (c) After the indefeasible payment in cash to the Holders of full preferential amounts provided for in this Section 5, Holders as such shall have no right or claim to any of the remaining assets or funds of the Company. (d) In the event the assets and funds of the Company available for distribution to Holders upon any Liquidation Event shall be insufficient to pay in full all amounts to which the preferential amount aforesaid and liquidating payments on any other class or series of stock ranking on a parity with the 7% Preferred Stock in respect of a distribution of assets upon Liquidation, then such Holders are entitled pursuant to Section 5(a) and amounts to which assets or proceeds thereof shall be distributed among the holders of Parity Stock are entitled, no such distribution shall be made on account of any shares of Preferred Stock or Parity Stock upon such Liquidation Event unless proportionate distributable amounts shall be paid on account of the shares of Preferred Stock, ratably, in proportion to the full distributable amounts for which Holders of all 7% Preferred Stock and of any Parity Stock are entitled upon such Liquidation Event other stock ratably in accordance with the amount allocable to each series respective amounts which would be payable on such shares of 7% Preferred Stock and any such other stock determined on a pro rata basis if all amounts payable thereon were paid in full. For the purposes hereof, neither the consolidation or merger of the aggregate liquidation preference Corporation with one or more corporations nor the sale, lease or transfer by the Corporation of the outstanding shares all or any part of each such series and accumulated and unpaid dividends to which each such series is entitledits assets shall be deemed a Liquidation. (eb) The provisions Subject to the rights of this Section 5 shall not in any way limit the right holders of Holders to elect to convert their shares of any class or series of stock ranking on a parity with or senior to the 7% Preferred Stock into shares in respect of Common Stock pursuant to Section 6 prior to or in connection with any Liquidation Event. Howeverthe distribution of assets upon Liquidation, following the occurrence of a Liquidation Event and the after payment shall have been made in full to a Holder of its applicable liquidation preference, such holder shall cease to have any rights hereunder to participate in any future dividends or distributions made to the holders of Common 7% Preferred Stock, as provided in this Section 5, but not prior thereto, any other class or series of stock ranking junior to the 7% Preferred Stock in respect of the distribution of assets upon Liquidation 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 7% Preferred Stock shall not be entitled to share therein. (c) Written notice of any Liquidation, 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 15 days (to the extent practicable) prior to any payment date stated therein, to the holders of record of the 7% Preferred Stock at their respective addresses as the same shall appear on the books of the Corporation or any transfer agent for the 7% Preferred Stock.

Liquidation Rights. (a) In a. Upon the event of any voluntary or involuntary liquidation, dissolution or winding-winding up of the CompanyPartnership, or its subsidiaries the assets of which constitute all or substantially all holders of the assets of the Company and its subsidiaries taken as a whole, in either case in a single or series of transactions by merger or otherwise (each a “Liquidation Event”), subject to the payment or provision for payment of the debts and other liabilities of the Company, each Holder Series A Preferred Partnership Units then outstanding shall be entitled to receive and to be paid out of the remaining assets and funds of the Company Partnership available for distribution to its stockholdersPartners, prior before any payment or distribution shall be made on any Junior Units, the amount of $25.00 per unit, plus accrued and unpaid quarterly distributions thereon. b. After the payment to the holders of Junior Stock an amount for each share of the Series A Preferred Stock then held by such Holder equal to the greater of (a) the Accreted Value plus accrued and unpaid dividends as Partnership Units of the date of such Liquidation Event and (b) the amount that such Holder would have received if, immediately prior to such Liquidation Event, it had voluntarily converted its Preferred Stock pursuant to Section 6. For purposes hereof, any sale, conveyance, exchange or transfer (for cash, shares of stock, securities or other consideration) of all or substantially all the assets or business of the Company and its subsidiaries, or the merger or consolidation of the Company and/or its subsidiaries into or with any other Person, in each case, that would constitute a Change of Control, shall be deemed a “Liquidation Event”. (b) If any Liquidation Event occurs prior to the fifth anniversary of the Issue Date, each Holder shall be entitled to receive and to be paid out of the remaining assets and funds of the Company available for distribution to its stockholders, prior to the holders of Junior Stock, an amount for each share of Preferred Stock then held by such Holder equal to the greater of (a) 105% of the Accreted Value plus accrued and unpaid dividends as of the date of such transaction and (b) the amount that such Holder would have received if, immediately prior to such transaction, it had voluntarily converted its Preferred Stock pursuant to Section 6. (c) After the indefeasible payment in cash to the Holders of full preferential amounts provided for in this Section 5herein, Holders any other series or class of Junior Units or Fully Junior Units shall, subject to the respective terms and provisions (if any) applying thereto, be entitled to receive any and all assets remaining to be paid, and the holders of the Series A Preferred Partnership Units, as such such, shall have no right or claim to any of the remaining assets or funds of the CompanyPartnership. (d) In c. If, upon any voluntary or involuntary dissolution, liquidation, or winding up of the event Partnership, the assets and funds of the Company available for distribution to Holders upon any Liquidation Event Partnership, or proceeds thereof, distributable among the holders of the Series A Preferred Partnership Units shall be insufficient to pay in full all amounts to which such Holders are entitled pursuant to Section 5(a) the preferential amount aforesaid and amounts to which holders liquidating payments on any other units of any class or series of Parity Stock are entitledUnits, no then such distribution assets, or the proceeds thereof, shall be made on account of any shares of Preferred Stock or Parity Stock upon such Liquidation Event unless proportionate distributable amounts shall be paid on account of the shares of Preferred Stock, ratably, in proportion to the full distributable amounts for which Holders of all Preferred Stock and of any Parity Stock are entitled upon such Liquidation Event with the amount allocable to each series of such stock determined on a pro rata basis of the aggregate liquidation preference of the outstanding shares of each such series and accumulated and unpaid dividends to which each such series is entitled. (e) The provisions of this Section 5 shall not in any way limit the right of Holders to elect to convert their shares of Preferred Stock into shares of Common Stock pursuant to Section 6 prior to or in connection with any Liquidation Event. However, following the occurrence of a Liquidation Event and the payment in full to a Holder of its applicable liquidation preference, such holder shall cease to have any rights hereunder to participate in any future dividends or distributions made to distributed among the holders of Common Stockthe Series A Preferred Partnership Units and any such other Parity Units ratably in accordance with the respective amounts that would be payable on such Series A Preferred Partnership Units and any such other Parity Units if all amounts payable thereon were paid in full. d. Neither a consolidation nor a merger of any other entity into or with the Partnership or a sale, lease, transfer or conveyance of all or substantially all of the property or business of the Partnership, shall be deemed to be a dissolution, liquidation or winding up, voluntary or involuntary, for the purposes hereof.

Liquidation Rights. (a) In 6.1 Upon the event of any voluntary dissolution, liquidation or involuntary liquidation, dissolution or winding-winding up of the CompanyCorporation, whether voluntary or its subsidiaries involuntary, the assets holders of which constitute all or substantially all the shares of this Series shall be entitled to receive out of the assets of the Company and its subsidiaries taken as a whole, in either case in a single or series of transactions by merger or otherwise (each a “Liquidation Event”), subject to the payment or provision for payment of the debts and other liabilities of the Company, each Holder shall be entitled to receive and to be paid out of the remaining assets and funds of the Company Corporation available for distribution to its stockholders, prior in preference to the holders of, and before any payment of distribution shall be made on, Junior Stock Stock, the Liquidation Value in effect at such time, plus an amount for each share of Preferred Stock then held by such Holder equal to the greater of (a) the Accreted Value plus all accrued and unpaid dividends as of to the date of such final distribution. 6.2 The Liquidation Event and (b) Value shall initially be equal to $50 per share of Series D Stock. The Liquidation Value shall be subject to adjustment from time to time to appropriately give effect to any split or combination of the amount that such Holder would have received if, immediately prior to such Liquidation Event, it had voluntarily converted its Preferred Stock pursuant to Section 6. For purposes hereof, any shares of this Series. 6.3 Neither the sale, conveyance, exchange or transfer other conveyance (for cash, shares of stock, securities or other consideration) of all or substantially all the property and assets or business of the Company and its subsidiariesCorporation nor the merger or consolidation of the Corporation into or with any other corporation, or the merger or consolidation of the Company and/or its subsidiaries any other corporation into or with any other Person, in each case, that would constitute a Change of Controlthe Corporation, shall be deemed to be a “Liquidation Event”dissolution, liquidation or winding up, voluntary or involuntary, for the purposes of this Section 6. (b) If any Liquidation Event occurs prior to 6.4 After the fifth anniversary of the Issue Date, each Holder shall be entitled to receive and to be paid out of the remaining assets and funds of the Company available for distribution to its stockholders, prior payment to the holders of Junior Stock, an amount for each share the shares of Preferred Stock then held by such Holder equal to the greater of (a) 105% of the Accreted Value plus accrued and unpaid dividends as of the date of such transaction and (b) the amount that such Holder would have received if, immediately prior to such transaction, it had voluntarily converted its Preferred Stock pursuant to Section 6. (c) After the indefeasible payment in cash to the Holders this Series of full preferential amounts provided for in this Section 56, Holders the holders of this Series as such shall have no right or claim to any of the remaining assets or funds of the CompanyCorporation. (d) 6.5 In the event the assets and funds of the Company Corporation available for distribution to Holders the holders of shares of this Series upon any Liquidation Event dissolution, liquidation or winding up of the Corporation, whether voluntary or involuntary, shall be insufficient to pay in full all amounts to which such Holders holders are entitled pursuant to Section 5(a) and amounts to which holders of Parity Stock are entitled6.1, no such distribution shall be made on account of any shares of Preferred Stock or any Parity Stock upon such Liquidation Event dissolution, liquidation or winding up unless proportionate distributable distributive amounts shall be paid on account of the shares of Preferred Stockthis Series, ratably, in proportion to the full distributable amounts for which Holders holders of all Preferred Stock and of any Parity Stock are entitled upon such Liquidation Event with the amount allocable to each series of such stock determined on a pro rata basis of the aggregate dissolution, liquidation preference of the outstanding shares of each such series and accumulated and unpaid dividends to which each such series is entitledor winding up. (e) The provisions of this Section 5 shall not in any way limit the right of Holders to elect to convert their shares of Preferred Stock into shares of Common Stock pursuant to Section 6 prior to or in connection with any Liquidation Event. However, following the occurrence of a Liquidation Event and the payment in full to a Holder of its applicable liquidation preference, such holder shall cease to have any rights hereunder to participate in any future dividends or distributions made to the holders of Common Stock.

Liquidation Rights. (a) In the event of any voluntary or involuntary liquidation, dissolution or winding-winding up of the affairs of the Company, whether voluntary or its subsidiaries the assets of which constitute all or substantially all of the assets of the Company and its subsidiaries taken as a wholeinvoluntary, in either case in a single or series of transactions by merger or otherwise (each a “Liquidation Event”), subject to the after payment or provision for payment of the debts and other liabilities and obligations of the Company, each Holder holder of Series B Preferred Shares then outstanding shall be entitled to be paid out of the net assets of the Company available for distribution to its shareholders prior and in preference to any payment or declaration and setting apart for payment of any amount in respect of the Common Shares, an amount equal to the sum of the following: (i) $7.13 per Series B Preferred Share held by such holder, and (ii) the fair market value, reasonably determined in good faith by the Board, of the evidences of indebtedness, assets and securities referred to in paragraph 5(e) hereof to which such holders would have been entitled to receive upon conversion of their Series B Preferred Shares (clauses (i) and (ii), collectively the "Series B Liquidation Preference"); if upon any liquidation, dissolution or winding up of the Company, whether voluntary or involuntary, the assets to be distributed to the holders of the Series A Preferred Shares and the Series B Preferred Shares shall be insufficient to permit the payment to such holders of the full aggregate amount of the Series A Liquidation Preference plus the Series B Liquidation Preference, then all of the net assets of the Company available for distribution to its shareholders shall be distributed ratably among the holders of the Series A Preferred Shares and the Series B Preferred Shares in proportion to the then applicable Series A Liquidation Preference with respect to each Series A Preferred Share and the then applicable Series B Liquidation Preference with respect to each Series B Preferred Share. (b) Upon the completion of the distribution required by subparagraph (a), if assets of the Company remain to be distributed, each holder of Series B Preferred Shares shall be entitled to be paid out of the remaining assets and funds of the Company available for distribution to its stockholdersCompany, prior to as and when distributed, pro rata with the holders of Junior Stock an amount for Common Shares on each share Series B Preferred Share deemed to be outstanding. For purposes of the foregoing, the number of Series B Preferred Stock then held by Shares deemed to be outstanding with respect to each such Holder holder shall be equal to the greater maximum number of (a) the Accreted Value plus accrued and unpaid dividends as Common Shares into which such holder's Series B Preferred Shares would then be convertible upon exercise of the date Conversion Rights described in paragraph 5 of such Liquidation Event and (b) the amount that such Holder would have received if, immediately prior to such Liquidation Event, it had voluntarily converted its Preferred Stock pursuant to this Section 6. For purposes hereof, any sale, conveyance, exchange or transfer (for cash, shares of stock, securities or other consideration) of all or substantially all the assets or business of the Company and its subsidiaries, or the merger or consolidation of the Company and/or its subsidiaries into or with any other Person, in each case, that would constitute a Change of Control, shall be deemed a “Liquidation Event”. (b) If any Liquidation Event occurs prior to the fifth anniversary of the Issue Date, each Holder shall be entitled to receive and to be paid out of the remaining assets and funds of the Company available for distribution to its stockholders, prior to the holders of Junior Stock, an amount for each share of Preferred Stock then held by such Holder equal to the greater of (a) 105% of the Accreted Value plus accrued and unpaid dividends as of the date of such transaction and (b) the amount that such Holder would have received if, immediately prior to such transaction, it had voluntarily converted its Preferred Stock pursuant to Section 6II. (c) After Written notice of any such liquidation, dissolution or winding up, stating a payment date, the indefeasible place where such payment in cash shall be made, an estimate of the net value that would be received by each such holder if all such holders converted all of their Series B Preferred Shares immediately prior to such liquidation, dissolution or winding up of the Company, and containing a statement of or reference to applicable conversion rights, shall be given by first class mail, postage prepaid, not less than 30 days prior to the Holders payment day stated therein, to each holder of full preferential amounts provided for in this Section 5, Holders as such shall have no right or claim to any record of the remaining assets or funds Series B Preferred Shares at such holder's address as shown in the records of the Company. (d) In Whenever the event the assets and funds distribution provided for in this paragraph 3 of the Company available for distribution to Holders upon any Liquidation Event this Section II shall be insufficient to pay payable in full all amounts to which such Holders are entitled pursuant to Section 5(a) and amounts to which holders property other than cash, the value of Parity Stock are entitled, no such distribution shall be made on account of any shares of Preferred Stock or Parity Stock upon such Liquidation Event unless proportionate distributable amounts shall be paid on account of the shares of Preferred Stock, ratably, in proportion to the full distributable amounts for which Holders of all Preferred Stock and of any Parity Stock are entitled upon such Liquidation Event with the amount allocable to each series fair market value of such stock property as determined on a pro rata basis of in good faith by the aggregate liquidation preference of the outstanding shares of each such series and accumulated and unpaid dividends to which each such series is entitledBoard. (e) The provisions of this Section 5 shall not in any way limit the right of Holders to elect to convert their shares of Preferred Stock into shares of Common Stock pursuant to Section 6 prior to or in connection with any Liquidation Event. However, following the occurrence of a Liquidation Event and the payment in full to a Holder of its applicable liquidation preference, such holder shall cease to have any rights hereunder to participate in any future dividends or distributions made to the holders of Common Stock.

Liquidation Rights. (a) In the event of Upon any voluntary or involuntary liquidation, dissolution dissolution, or winding-winding up of the CompanyCorporation, whether voluntary or its subsidiaries involuntary, before any distribution or payment shall be made to the holders of any Junior Stock, the holders of the respective Series Preferred shall be entitled to be paid out of the assets of the Corporation an amount per share of Series Preferred equal to the applicable Original Issue Price for the respective Series Preferred plus all declared and unpaid dividends on such shares of Preferred Stock (as adjusted for any stock dividends, combinations, splits, recapitalizations and the like with respect to such shares) for each share of Series Preferred held by them. If, upon any such liquidation, dissolution, or winding up, the assets of the Corporation shall be insufficient to make payment in full to all holders of Series Preferred of the liquidation preference set forth in this Section 3(a), then such assets shall be distributed among the holders of the respective Series Preferred at the time outstanding, ratably in proportion to the full amounts to which constitute they would otherwise be respectively entitled. (b) After payment of the full liquidation preference of the Series Preferred as set forth in Section 3(a) above, any remaining assets of the Corporation legally available for distribution, if any, shall be distributed ratably to the holders of the Common Stock and the Series Preferred on the basis of Common Stock equivalents. (c) The following events shall be considered a liquidation under this Section 3: (i) any consolidation or merger of the Corporation with or into any other corporation or other entity or person, or any other corporate reorganization, in which the shareholders of the Corporation immediately prior to such consolidation, merger or reorganization, own less than 50% of the Corporation's voting power immediately after such consolidation, merger or reorganization, or any transaction or series of related transactions to which the Corporation is a party in which in excess of fifty percent (50%) of the Corporation's voting power is transferred (an "Acquisition"), excluding any consolidation or merger effected exclusively to change the domicile of the Corporation; (ii) a sale, lease, pledge, license or other disposition of all or substantially all of the assets of the Company and Corporation (an "Asset Transfer"); (iii) in any of such events, if the consideration received by this Corporation is other than cash, its subsidiaries taken value will be deemed its fair market value as a whole, determined in either case in a single or series good faith by the Board of transactions by merger or otherwise (each a “Liquidation Event”), subject to the payment or provision for payment of the debts and other liabilities of the Company, each Holder Directors. Any securities shall be entitled to receive and to be paid out of the remaining assets and funds of the Company available for distribution to its stockholders, prior to the holders of Junior Stock an amount for each share of Preferred Stock then held by such Holder equal to the greater of (a) the Accreted Value plus accrued and unpaid dividends valued as of the date of such Liquidation Event and (b) the amount that such Holder would have received if, immediately prior to such Liquidation Event, it had voluntarily converted its Preferred Stock pursuant to Section 6. For purposes hereof, any sale, conveyance, exchange or transfer (for cash, shares of stock, securities or other consideration) of all or substantially all the assets or business of the Company and its subsidiaries, or the merger or consolidation of the Company and/or its subsidiaries into or with any other Person, in each case, that would constitute a Change of Control, shall be deemed a “Liquidation Event”. (b) If any Liquidation Event occurs prior to the fifth anniversary of the Issue Date, each Holder shall be entitled to receive and to be paid out of the remaining assets and funds of the Company available for distribution to its stockholders, prior to the holders of Junior Stock, an amount for each share of Preferred Stock then held by such Holder equal to the greater of (a) 105% of the Accreted Value plus accrued and unpaid dividends as of the date of such transaction and (b) the amount that such Holder would have received if, immediately prior to such transaction, it had voluntarily converted its Preferred Stock pursuant to Section 6. (c) After the indefeasible payment in cash to the Holders of full preferential amounts provided for in this Section 5, Holders as such shall have no right or claim to any of the remaining assets or funds of the Company. (d) In the event the assets and funds of the Company available for distribution to Holders upon any Liquidation Event shall be insufficient to pay in full all amounts to which such Holders are entitled pursuant to Section 5(a) and amounts to which holders of Parity Stock are entitled, no such distribution shall be made on account of any shares of Preferred Stock or Parity Stock upon such Liquidation Event unless proportionate distributable amounts shall be paid on account of the shares of Preferred Stock, ratably, in proportion to the full distributable amounts for which Holders of all Preferred Stock and of any Parity Stock are entitled upon such Liquidation Event with the amount allocable to each series of such stock determined on a pro rata basis of the aggregate liquidation preference of the outstanding shares of each such series and accumulated and unpaid dividends to which each such series is entitled. (e) The provisions of this Section 5 shall not in any way limit the right of Holders to elect to convert their shares of Preferred Stock into shares of Common Stock pursuant to Section 6 prior to or in connection with any Liquidation Event. However, following the occurrence of a Liquidation Event and the payment in full to a Holder of its applicable liquidation preference, such holder shall cease to have any rights hereunder to participate in any future dividends or distributions made to the holders of Common Stock.follows:

Liquidation Rights. (a) In Upon the event of any voluntary dissolution, liquidation or involuntary liquidation, dissolution or winding-winding up of the Company, or its subsidiaries the assets of which constitute all or substantially all affairs of the assets Corporation, whether voluntary or involuntary, the holders of ATP then Outstanding, together with holders of shares of any class of stock ranking on a parity with the Company and its subsidiaries taken as a wholeATP upon dissolution, in either case in a single liquidation or series of transactions by merger or otherwise (each a “Liquidation Event”)winding up, subject to the payment or provision for payment of the debts and other liabilities of the Company, each Holder shall be entitled to receive and to be paid out of the remaining assets and funds of the Company Corporation available for distribution to its stockholdersstockholders after satisfaction of claims of creditors of the Corporation an amount equal to the liquidation preference with respect to such shares. The liquidation preference for shares of ATP shall be $50,000 per share, prior plus an amount equal to all accumulated dividends thereon (whether or not earned or declared) to the date payment of such distribution is made in full or a sum sufficient for the payment thereof is set apart with the Paying Agent. No redemption premium shall be paid upon any liquidation even if such redemption premium would be paid upon optional or mandatory redemption of the relevant shares. (b) Upon the dissolution, liquidation or winding up of the Corporation, whether voluntary or involuntary, until payment in full is made to the holders of Junior Stock an amount for each share ATP of Preferred Stock then held by such Holder equal the liquidation distribution to which they are entitled, no dividend or other distribution shall be made to the greater holders of (a) the Accreted Value plus accrued and unpaid dividends as shares of Common Stock or any other class of stock of the date Corporation ranking junior to the ATP upon dissolution, liquidation or winding up and no purchase, redemption or other acquisition for any consideration by the Corporation shall be made in respect of such Liquidation Event and the shares of Common Stock or any other class of stock of the Corporation ranking junior to the ATP upon dissolution, liquidation or winding up. (bc) A consolidation or merger of the amount that such Holder would have received ifCorporation with or into any other company or companies, immediately prior to such Liquidation Event, it had voluntarily converted its Preferred Stock pursuant to Section 6. For purposes hereof, any or a sale, conveyance, lease or exchange or transfer (for cash, shares of stock, securities or other consideration) of all or substantially all of the assets or business of the Company and its subsidiariesCorporation in consideration for the issuance of equity securities of another company shall not be deemed to be a liquidation, dissolution or winding up, whether voluntary or involuntary, for the merger purposes of this Section 7; provided, however, that the consolidation, merger, sale, lease or consolidation exchange does not materially adversely affect any designation, right, preference or limitation of the Company and/or its subsidiaries into ATP or with any other Person, shares issuable in each case, that would constitute a Change exchange for shares of Control, shall be deemed a “Liquidation Event”the ATP in any such consolidation or merger. (b) If any Liquidation Event occurs prior to the fifth anniversary of the Issue Date, each Holder shall be entitled to receive and to be paid out of the remaining assets and funds of the Company available for distribution to its stockholders, prior to the holders of Junior Stock, an amount for each share of Preferred Stock then held by such Holder equal to the greater of (a) 105% of the Accreted Value plus accrued and unpaid dividends as of the date of such transaction and (b) the amount that such Holder would have received if, immediately prior to such transaction, it had voluntarily converted its Preferred Stock pursuant to Section 6. (cd) After the indefeasible payment in cash to the Holders of ATP of the full preferential amounts provided for in this Section 57, Holders the holders of ATP as such shall have no right or claim to any of the remaining assets or funds of the CompanyCorporation. (de) In the event the assets and funds of the Company Corporation or proceeds thereof available for distribution to the Holders of ATP, upon any Liquidation Event dissolution, liquidation or winding up of the affairs of the Corporation, whether voluntary or involuntary, shall be insufficient to pay in full all amounts to which such Holders holders are entitled pursuant to paragraph (a) of this Section 5(a) and amounts to which holders of Parity Stock are entitled7, no such distribution shall be made on account of any shares of any other class or series of Preferred Stock or Parity Stock ranking on a parity with the ATP with respect to the distribution of assets upon such Liquidation Event dissolution, liquidation or winding up unless proportionate distributable distributive amounts shall be paid on account of the shares of Preferred StockATP, ratably, in proportion to the full distributable amounts for to which Holders holders of all Preferred Stock and of any Parity Stock such parity shares are respectively entitled upon such Liquidation Event with the amount allocable to each series of such stock determined on a pro rata basis of the aggregate dissolution, liquidation preference of the outstanding shares of each such series and accumulated and unpaid dividends to which each such series is entitledor winding up. (ef) The provisions Subject to the rights of this Section 5 shall not in any way limit the right holders of Holders to elect to convert their shares of Preferred Stock into shares any series or class or classes of Common Stock pursuant stock ranking on a parity with the ATP with respect to Section 6 prior to the distribution of assets upon dissolution, liquidation or in connection with any Liquidation Event. Howeverwinding up of the affairs of the Corporation, following the occurrence of a Liquidation Event and the after payment shall have been made in full to a Holder of its applicable liquidation preference, such holder shall cease to have any rights hereunder to participate in any future dividends or distributions made to the holders of Common Stockthe shares of ATP as provided in paragraph (a) of this Section 7, but not prior thereto, any other series or class or classes of stock ranking junior to the ATP with respect to the distribution of assets upon dissolution, liquidation or winding up of the affairs of the Corporation shall, subject to any 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 shares of ATP shall not be entitled to share therein.

Liquidation Rights. (a) In the event of any voluntary or involuntary liquidation, dissolution or winding-winding up of the Company, whether voluntary or its subsidiaries the assets of which constitute all involuntary, before any dividend payment or substantially all distribution of the assets of the Company and its subsidiaries taken as a whole, in either case in a single (whether capital or series of transactions by merger surplus) shall be made or otherwise (each a “Liquidation Event”), subject set apart for payment to the payment or provision for payment holders of Junior Shares, the holders of the debts and other liabilities of the Company, each Holder Series A Preferred Shares shall be entitled to receive $25.00 per Series A Preferred Share plus an amount equal to all dividends (whether or not earned or declared) accrued and unpaid thereon to the date of final distribution to such holders; but such holders shall not be paid out entitled to any further payment. If, upon any liquidation, dissolution or winding up of the remaining Company, the assets and funds of the Company available for distribution to its stockholdersCompany, prior to or proceeds thereof, distributable among the holders of Junior Stock an amount for each share of the Series A Preferred Stock then held by such Holder equal to the greater of (a) the Accreted Value plus accrued and unpaid dividends as of the date of such Liquidation Event and (b) the amount that such Holder would have received if, immediately prior to such Liquidation Event, it had voluntarily converted its Preferred Stock pursuant to Section 6. For purposes hereof, any sale, conveyance, exchange or transfer (for cash, shares of stock, securities or other consideration) of all or substantially all the assets or business of the Company and its subsidiaries, or the merger or consolidation of the Company and/or its subsidiaries into or with any other Person, in each case, that would constitute a Change of Control, shall be deemed a “Liquidation Event”. (b) If any Liquidation Event occurs prior to the fifth anniversary of the Issue Date, each Holder shall be entitled to receive and to be paid out of the remaining assets and funds of the Company available for distribution to its stockholders, prior to the holders of Junior Stock, an amount for each share of Preferred Stock then held by such Holder equal to the greater of (a) 105% of the Accreted Value plus accrued and unpaid dividends as of the date of such transaction and (b) the amount that such Holder would have received if, immediately prior to such transaction, it had voluntarily converted its Preferred Stock pursuant to Section 6. (c) After the indefeasible payment in cash to the Holders of full preferential amounts provided for in this Section 5, Holders as such shall have no right or claim to any of the remaining assets or funds of the Company. (d) In the event the assets and funds of the Company available for distribution to Holders upon any Liquidation Event Shares shall be insufficient to pay in full all amounts to which such Holders are entitled pursuant to Section 5(a) the preferential amount aforesaid and amounts to which holders of Parity Stock are entitled, no such distribution shall be made liquidating payments on account of any shares of Preferred Stock any class or series of Parity Stock upon Shares, then such Liquidation Event unless proportionate distributable amounts assets, or the proceeds thereof, shall be distributed among the holders of Series A Preferred Shares and any such Parity Shares ratably in accordance with the respective amounts that would be payable on such Series A Preferred Shares and any such Parity Shares if all amounts payable thereon were paid on account in full. For the purposes of this Section 4, (i) a consolidation, amalgamation or merger of the Company with one or more corporations or other entities, (ii) a sale, lease or conveyance of all or substantially all of the shares of Preferred Stock, ratably, in proportion to capital stock or the full distributable amounts for which Holders of all Preferred Stock and of any Parity Stock are entitled upon such Liquidation Event with the amount allocable to each series of such stock determined on a pro rata basis property or business of the aggregate liquidation preference Company or (iii) a statutory share exchange shall not be deemed to be a liquidation, dissolution or winding up, voluntary or involuntary, of the outstanding shares of each such series and accumulated and unpaid dividends to which each such series is entitledCompany. (eb) The provisions Subject to the rights of this Section 5 shall not in any way limit the right holders of Holders to elect to convert their shares of Preferred Stock into any series or class or classes of shares of Common Stock pursuant to Section 6 the Company's stock ranking on a parity with or prior to the Series A Preferred Shares upon liquidation, dissolution or in connection with winding up, upon any Liquidation Event. Howeverliquidation, following dissolution or winding up of the occurrence of a Liquidation Event and the Company, after payment shall have been made in full to a Holder of its applicable liquidation preference, such holder shall cease to have any rights hereunder to participate in any future dividends or distributions made to the holders of Common Stockthe Series A 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, according to their respective numbers of shares, and the holders of the Series A Preferred Shares shall not be entitled to share therein.

Liquidation Rights. (a) A. In the event of any voluntary or involuntary liquidation, dissolution or winding-winding up of the Companyaffairs of the Partnership, whether voluntary or its subsidiaries involuntary, the assets holders of which constitute all or substantially all Series A Preferred Units shall be entitled to receive out of the assets of the Company and its subsidiaries taken Partnership available for distribution to Partners, after satisfying claims of creditors but before any distribution or payment shall be made in respect of the Common Units or any other Partnership Units ranking junior to the Series A Preferred Units as to liquidation payments, a whole, liquidation distribution in either case in a single or series the amount of transactions by merger or otherwise $25.00 per unit (each a the “Liquidation EventPreference”), subject plus an amount equal to all unpaid distributions accumulated to and including the date fixed for such distribution or payment (whether or provision for payment of not earned or declared by the debts Partnership, but excluding interest thereon), and other liabilities of the Company, each Holder such holders shall be entitled to receive and to be paid out no further participation in any distribution or payment in connection with any such liquidation, dissolution or winding up of the remaining assets and funds Partnership. B. If, upon any liquidation, dissolution or winding up of the Company affairs of the Partnership, whether voluntary or involuntary, the assets of the Partnership available for distribution to its stockholders, prior to among the holders of Junior Stock an amount for each share all outstanding Series A Preferred Units, and any other outstanding class or series of Preferred Stock then held by such Holder equal Units ranking on a parity with the Series A Preferred Units as to the greater of (a) the Accreted Value plus accrued and unpaid dividends as of the date of such Liquidation Event and (b) the amount that such Holder would have received ifpayment upon liquidation, immediately prior to such Liquidation Event, it had voluntarily converted its Preferred Stock pursuant to Section 6. For purposes hereof, any sale, conveyance, exchange or transfer (for cash, shares of stock, securities or other consideration) of all or substantially all the assets or business of the Company and its subsidiaries, or the merger or consolidation of the Company and/or its subsidiaries into or with any other Person, in each case, that would constitute a Change of Control, shall be deemed a “Liquidation Event”. (b) If any Liquidation Event occurs prior to the fifth anniversary of the Issue Date, each Holder shall be entitled to receive and to be paid out of the remaining assets and funds of the Company available for distribution to its stockholders, prior to the holders of Junior Stock, an amount for each share of Preferred Stock then held by such Holder equal to the greater of (a) 105% of the Accreted Value plus accrued and unpaid dividends as of the date of such transaction and (b) the amount that such Holder would have received if, immediately prior to such transaction, it had voluntarily converted its Preferred Stock pursuant to Section 6. (c) After the indefeasible payment in cash to the Holders of full preferential amounts provided for in this Section 5, Holders as such shall have no right or claim to any of the remaining assets or funds of the Company. (d) In the event the assets and funds of the Company available for distribution to Holders upon any Liquidation Event shall be insufficient to pay in full all amounts to which such Holders are entitled pursuant to Section 5(a) and amounts to which holders of Parity Stock are entitled, no such distribution shall be made on account of any shares of Preferred Stock or Parity Stock upon such Liquidation Event unless proportionate distributable amounts shall be paid on account of the shares of Preferred Stock, ratably, in proportion to the full distributable amounts for which Holders of all Preferred Stock and of any Parity Stock are entitled upon such Liquidation Event with the amount allocable to each series of such stock determined on a pro rata basis of the aggregate liquidation preference of the outstanding shares of each such series and accumulated and unpaid dividends to which each such series is entitled. (e) The provisions of this Section 5 shall not in any way limit the right of Holders to elect to convert their shares of Preferred Stock into shares of Common Stock pursuant to Section 6 prior to or in connection with any Liquidation Event. However, following the occurrence of a Liquidation Event and permit the payment in full to a Holder such holders of its applicable Series A Preferred Units of the Liquidation Preference plus accumulated and unpaid dividends and distributions and the amounts due upon liquidation preferencewith respect to such other Preferred Shares, then such holder available assets shall cease be distributed among the holders of Series A Preferred Units and such other Preferred Units ratably in proportion to have any rights hereunder the respective preferential liquidation amounts to participate which they are entitled. Unless and until the Liquidation Preference plus accumulated and unpaid dividends and distributions has been paid in any future dividends or distributions made full to the holders of Series A Preferred Units, no distributions will be made to holders of the Common StockUnits or any other shares of the Partnership ranking junior to the Series A Preferred Units as to liquidation.

Liquidation Rights. (a) In The Preferred Stock shall have liquidation rights as set forth in this paragraph 5, which rights are pari passu with the event rights of any outstanding shares of the Company's Series C 8% Convertible Exchangeable Preferred Stock. Upon the dissolution, liquidation or winding up of the Corporation, whether voluntary or involuntary involuntary, the holders of the shares of this series of Preferred Stock shall be entitled to receive, before any payment or distribution of the assets of the Corporation or proceeds thereof (whether capital or surplus) shall be made to or set apart for the holders of the Common Stock or any other class or series of stock ranking junior to the shares of this series of Preferred Stock upon liquidation, the amount of One Dollar and Fifteen Cents ($1.15) per share, plus a sum equal to all dividends on such shares (whether or not earned or declared) accrued and unpaid thereon to the date of final distribution, but such holders shall not be entitled to any further payment. If, upon any liquidation, dissolution or winding-up of the CompanyCorporation, or its subsidiaries the assets of which constitute all or substantially all of the assets of the Company Corporation, or proceeds thereof, distributable among the holders of shares of the Preferred Stock and its subsidiaries taken as a whole, in either case in a single any other class or series of transactions by merger preferred stock ranking on a parity with the Preferred Stock as to payments upon liquidation, dissolution or otherwise (each a “Liquidation Event”), subject to the payment or provision for payment of the debts and other liabilities of the Company, each Holder winding-up shall be entitled insufficient to receive and to pay in full the preferential amount foresaid, then such assets or the proceeds thereof shall be distributed among such holders ratably in accordance with the respective amounts which would be payable on such shares if all amounts payable thereon were paid out of the remaining assets and funds of the Company available for distribution to its stockholders, prior to the holders of Junior Stock an amount for each share of Preferred Stock then held by such Holder equal to the greater of (a) the Accreted Value plus accrued and unpaid dividends as of the date of such Liquidation Event and (b) the amount that such Holder would have received if, immediately prior to such Liquidation Event, it had voluntarily converted its Preferred Stock pursuant to Section 6in full. For the purposes hereofof this paragraph 5, any the voluntary sale, conveyance, lease, exchange or transfer (for cash, shares of stock, securities or other consideration) of all or substantially all the property or assets or business of the Company and its subsidiariesCorporation to, or the a consolidation or merger or consolidation of the Company and/or its subsidiaries into Corporation with, one or with any other Person, in each case, that would constitute a Change of Control, more corporations (whether or not the Corporation is the corporation surviving such consolidation or merger) shall not be deemed a “Liquidation Event”. (b) If any Liquidation Event occurs prior to the fifth anniversary of the Issue Date, each Holder shall be entitled to receive and to be paid out of the remaining assets and funds of the Company available for distribution to its stockholdersa liquidation, prior to the holders of Junior Stockdissolution or winding-up, an amount for each share of Preferred Stock then held by such Holder equal to the greater of (a) 105% of the Accreted Value plus accrued and unpaid dividends as of the date of such transaction and (b) the amount that such Holder would have received if, immediately prior to such transaction, it had voluntarily converted its Preferred Stock pursuant to Section 6voluntary or involuntary. (c) After the indefeasible payment in cash to the Holders of full preferential amounts provided for in this Section 5, Holders as such shall have no right or claim to any of the remaining assets or funds of the Company. (d) In the event the assets and funds of the Company available for distribution to Holders upon any Liquidation Event shall be insufficient to pay in full all amounts to which such Holders are entitled pursuant to Section 5(a) and amounts to which holders of Parity Stock are entitled, no such distribution shall be made on account of any shares of Preferred Stock or Parity Stock upon such Liquidation Event unless proportionate distributable amounts shall be paid on account of the shares of Preferred Stock, ratably, in proportion to the full distributable amounts for which Holders of all Preferred Stock and of any Parity Stock are entitled upon such Liquidation Event with the amount allocable to each series of such stock determined on a pro rata basis of the aggregate liquidation preference of the outstanding shares of each such series and accumulated and unpaid dividends to which each such series is entitled. (e) The provisions of this Section 5 shall not in any way limit the right of Holders to elect to convert their shares of Preferred Stock into shares of Common Stock pursuant to Section 6 prior to or in connection with any Liquidation Event. However, following the occurrence of a Liquidation Event and the payment in full to a Holder of its applicable liquidation preference, such holder shall cease to have any rights hereunder to participate in any future dividends or distributions made to the holders of Common Stock.

Liquidation Rights. (aA) In Upon the event of any voluntary or involuntary liquidationdissolution, dissolution liquidation or winding-winding up of the Companycorporation, or its subsidiaries the assets holders of which constitute all or substantially all shares of the assets of the Company and its subsidiaries taken as a whole, in either case in a single or series of transactions by merger or otherwise (each a “Liquidation Event”), subject to the payment or provision for payment of the debts and other liabilities of the Company, each Holder Series D Preferred then outstanding shall be entitled to receive and to be paid out of the remaining assets and funds of the Company corporation legally available for distribution to its stockholdersshareholders, prior before any distribution shall be made to the holders of Junior Stock an amount for each share common stock or any other capital stock of Preferred Stock then held by such Holder equal the corporation ranking junior to the greater Series D Preferred upon liquidation, a liquidation preference of $25.00 per share (a) the Accreted Value "Liquidation Preference"), plus accrued and unpaid dividends as of thereon to the date of such Liquidation Event and (b) the amount that such Holder would have received if, immediately prior to such Liquidation Event, it had voluntarily converted its Preferred Stock pursuant to Section 6. For purposes hereof, any sale, conveyance, exchange or transfer (for cash, shares of stock, securities or other consideration) of all or substantially all the assets or business of the Company and its subsidiaries, or the merger or consolidation of the Company and/or its subsidiaries into or with any other Person, in each case, that would constitute a Change of Control, shall be deemed a “Liquidation Event”payment. (bB) If any Liquidation Event occurs prior to After the fifth anniversary of the Issue Date, each Holder shall be entitled to receive and to be paid out of the remaining assets and funds of the Company available for distribution to its stockholders, prior payment to the holders of Junior Stock, an amount for each share of Preferred Stock then held by such Holder equal to the greater of (a) 105% shares of the Accreted Value plus accrued and unpaid dividends as Series D Preferred of the date of such transaction and (b) the amount that such Holder would have received if, immediately prior to such transaction, it had voluntarily converted its Preferred Stock pursuant to Section 6. (c) After the indefeasible payment in cash to the Holders of full preferential amounts Liquidation Preference provided for in this Section 5paragraph (4), Holders the holders of the Series D Preferred as such shall have no right or claim to any of the remaining assets or funds of the Companycorporation. (dC) In the event the assets and funds If, upon any voluntary or involuntary dissolution, liquidation, or winding up of the Company available for distribution corporation, the amounts payable with respect to Holders upon the Liquidation Preference and any Liquidation Event shall be insufficient other shares of stock of the corporation ranking as to pay in full all amounts to which such Holders are entitled pursuant to Section 5(a) and amounts to which holders of Parity Stock are entitled, no any such distribution shall be made on account of any a parity with the shares of the Series D Preferred Stock or Parity Stock upon such Liquidation Event unless proportionate distributable amounts shall be are not paid on account in full, the holders of the shares of the Series D Preferred Stock, ratably, and of such other shares will share ratably in any such distribution of assets of the corporation in proportion to the full distributable amounts for which Holders of all Preferred Stock and of any Parity Stock are entitled upon such Liquidation Event with the amount allocable to each series of such stock determined on a pro rata basis of the aggregate respective liquidation preference of the outstanding shares of each such series and accumulated and unpaid dividends preferences to which each such series is they are entitled. (eD) The provisions Neither the sale, lease, transfer or conveyance of all or substantially all the property or business of the corporation, nor the merger or consolidation of the corporation into or with any other corporation or the merger or consolidation of any other corporation into or with the corporation, shall be deemed to be a dissolution, liquidation or winding up, voluntary or involuntary, for the purposes of this Section 5 shall not in any way limit the right of Holders to elect to convert their shares of Preferred Stock into shares of Common Stock pursuant to Section 6 prior to or in connection with any Liquidation Event. However, following the occurrence of a Liquidation Event and the payment in full to a Holder of its applicable liquidation preference, such holder shall cease to have any rights hereunder to participate in any future dividends or distributions made to the holders of Common Stockparagraph (4).

Liquidation Rights. (a) In the event of any voluntary or involuntary liquidation, dissolution or winding-up the Liquidation of the CompanyCorporation, or its subsidiaries the assets holders of which constitute all or substantially all the Series E Preferred Stock shall be entitled to have paid to them out of the assets of the Company and its subsidiaries taken as a wholeCorporation, in either case in a single before any distribution is made to or set apart for the holders of Common Stock or of any other class or series of transactions by merger or otherwise stock of the Corporation ranking junior to the Series E Preferred Stock in respect of distribution of assets upon Liquidation, an amount equal to $10. 00 per share (each a “Liquidation Event”the " Stated Amount"), subject to the payment plus unpaid dividends and Shared Distributions which have accrued but have not been paid on or provision for payment of the debts and other liabilities of the Company, each Holder shall be entitled to receive and to be paid out of the remaining assets and funds of the Company available for distribution to its stockholders, prior to the date of final distribution to holders of Junior Stock an amount for the Series E Preferred Stock, and no more. The liquidation payment with respect to each outstanding fractional share of the Series E Preferred Stock then held by such Holder shall be equal to the greater of (a) the Accreted Value plus accrued and unpaid dividends as a ratably proportionate amount of the date liquidation payment with respect to each outstanding share of such the Series E Preferred Stock. If upon any Liquidation Event of the Corporation the assets of the Corporation or proceeds thereof distributable among the holders of shares of the Series E Preferred Stock and (b) the amount that such Holder would have received if, immediately prior holders of any stock on a parity with the Series E Preferred Stock shall be insufficient to pay in full the preferential amounts payable to such Liquidation Eventholders, it had voluntarily converted its Preferred Stock pursuant to Section 6then such assets or the proceeds thereof shall be distributed among such holders ratably in accordance with the respective amounts that would be payable on such shares if all amounts payable thereon were paid in full. For purposes hereofof this Section 4, any the voluntary sale, conveyancelease, exchange or transfer (for cash, shares of stock, securities or other consideration) of all or substantially all the assets or business of the Company and its subsidiariesproperty or assets of the Corporation to, or the a consolidation or merger or consolidation of the Company and/or its subsidiaries into Corporation with, one or with any other Person, in each case, that would constitute a Change of Control, more corporations shall not be deemed a “Liquidation Event”. (b) If any Liquidation Event occurs prior to the fifth anniversary of the Issue Date, each Holder shall be entitled to receive and to be paid out of the remaining assets and funds of the Company available for distribution to its stockholders, prior to the holders of Junior Stock, an amount for each share of Preferred Stock then held by such Holder equal to the greater of (a) 105% of the Accreted Value plus accrued and unpaid dividends as of the date of such transaction and (b) the amount that such Holder would have received if, immediately prior to such transaction, it had voluntarily converted its Preferred Stock pursuant to Section 6a Liquidation. (c) After the indefeasible payment in cash to the Holders of full preferential amounts provided for in this Section 5, Holders as such shall have no right or claim to any of the remaining assets or funds of the Company. (d) In the event the assets and funds of the Company available for distribution to Holders upon any Liquidation Event shall be insufficient to pay in full all amounts to which such Holders are entitled pursuant to Section 5(a) and amounts to which holders of Parity Stock are entitled, no such distribution shall be made on account of any shares of Preferred Stock or Parity Stock upon such Liquidation Event unless proportionate distributable amounts shall be paid on account of the shares of Preferred Stock, ratably, in proportion to the full distributable amounts for which Holders of all Preferred Stock and of any Parity Stock are entitled upon such Liquidation Event with the amount allocable to each series of such stock determined on a pro rata basis of the aggregate liquidation preference of the outstanding shares of each such series and accumulated and unpaid dividends to which each such series is entitled. (e) The provisions of this Section 5 shall not in any way limit the right of Holders to elect to convert their shares of Preferred Stock into shares of Common Stock pursuant to Section 6 prior to or in connection with any Liquidation Event. However, following the occurrence of a Liquidation Event and the payment in full to a Holder of its applicable liquidation preference, such holder shall cease to have any rights hereunder to participate in any future dividends or distributions made to the holders of Common Stock.

Liquidation Rights. (a) In the event of any voluntary or involuntary liquidation, dissolution or winding-up of the Company, or its subsidiaries the assets of which constitute all or substantially all of the assets of the Company and its subsidiaries taken as a whole, in either case in a single or series of transactions by merger or otherwise (each a “Liquidation Event”), subject to the payment or provision for payment of the debts and other liabilities of the Company, each Holder of shares of Preferred Stock then outstanding shall be entitled to receive and to be paid out of the remaining assets and funds of the Company available for distribution to its stockholdersstockholders the Liquidation Preference before any payment or distribution is made to any Junior Securities, prior including, without limitation, the Common Stock. If upon any such liquidation, dissolution or winding-up of the Company, the assets of the Company available for distribution to its stockholders shall be insufficient to pay the Holders of shares of Preferred Stock the full amount to which they shall be entitled under this Section 6, the Holders of shares of Preferred Stock shall share ratably in any distribution of the assets available for distribution in proportion to the respective amounts that would otherwise be payable in respect of the shares of Preferred Stock held by them upon such distribution if all amounts payable on or with respect to such shares of Preferred Stock were paid in full. (b) If the Liquidation Preference has been paid in full to all Holders of the Preferred Stock, the holders of the Junior Stock an amount for each share Securities shall be entitled to receive all remaining assets of the Company in accordance with their respective rights and preferences. Holders of Preferred Stock then held by such Holder equal shall not be entitled to any other amounts from, and shall have no right or claim to any remaining assets of, the greater of (a) the Accreted Value plus accrued and unpaid dividends as of the date of such Liquidation Event and (b) the amount that such Holder would Company after they have received if, immediately prior to such their full Liquidation Event, it had voluntarily converted its Preferred Stock pursuant to Section 6. For purposes hereof, any sale, conveyance, exchange or transfer Preference. (c) Neither the sale (for cash, shares of stock, securities or other consideration) of all or substantially all the assets or business of the Company and its subsidiaries(other than in connection with the liquidation, winding-up or dissolution of the Company) nor the merger or consolidation of the Company and/or its subsidiaries into or with any other Person, in each case, that would constitute a Change of Control, Person shall be deemed a “Liquidation Event”. (b) If any Liquidation Event occurs prior to the fifth anniversary of the Issue Date, each Holder shall be entitled to receive and to be paid out a liquidation, winding-up or dissolution, voluntary or involuntary, for the purposes of the remaining assets and funds of the Company available for distribution to its stockholders, prior to the holders of Junior Stock, an amount for each share of Preferred Stock then held by such Holder equal to the greater of (a) 105% of the Accreted Value plus accrued and unpaid dividends as of the date of such transaction and (b) the amount that such Holder would have received if, immediately prior to such transaction, it had voluntarily converted its Preferred Stock pursuant to this Section 6. (c) After the indefeasible payment in cash to the Holders of full preferential amounts provided for in this Section 5, Holders as such shall have no right or claim to any of the remaining assets or funds of the Company. (d) In the event the assets and funds of the Company available for distribution to Holders upon any Liquidation Event shall be insufficient to pay in full all amounts to which such Holders are entitled pursuant to Section 5(a) and amounts to which holders of Parity Stock are entitled, no such distribution shall be made on account of any shares of Preferred Stock or Parity Stock upon such Liquidation Event unless proportionate distributable amounts shall be paid on account of the shares of Preferred Stock, ratably, in proportion to the full distributable amounts for which Holders of all Preferred Stock and of any Parity Stock are entitled upon such Liquidation Event with the amount allocable to each series of such stock determined on a pro rata basis of the aggregate liquidation preference of the outstanding shares of each such series and accumulated and unpaid dividends to which each such series is entitled. (e) The provisions of this Section 5 shall not in any way limit the right of Holders to elect to convert their shares of Preferred Stock into shares of Common Stock pursuant to Section 6 prior to or in connection with any Liquidation Event. However, following the occurrence of a Liquidation Event and the payment in full to a Holder of its applicable liquidation preference, such holder shall cease to have any rights hereunder to participate in any future dividends or distributions made to the holders of Common Stock.

Liquidation Rights. (a) In the event of any voluntary or involuntary liquidation, dissolution or winding-winding up of the Company, whether voluntary or its subsidiaries the assets of which constitute all involuntary, before any payment or substantially all distribution of the assets of the Company and its subsidiaries taken as a whole(whether capital or surplus) shall be made to or set apart for the holders of Junior Shares, in either case in a single or series of transactions by merger or otherwise (each a “Liquidation Event”), subject to the payment or provision for payment holders of the debts and other liabilities of the Company, each Holder Series E Preferred Shares shall be entitled to receive and to be paid out of the remaining assets and funds of the Company available for distribution to its stockholders, prior to the holders of Junior Stock Two Thousand Five Hundred Dollars ($2,500.00) per Series E Preferred Share plus an amount for each share of Preferred Stock then held by such Holder equal to the greater of all dividends (awhether or not earned or declared) the Accreted Value plus accrued and unpaid dividends as of thereon to the date of such Liquidation Event and (b) the amount that liquidation, dissolution or winding up, but such Holder would have received if, immediately prior to such Liquidation Event, it had voluntarily converted its Preferred Stock pursuant to Section 6. For purposes hereof, any sale, conveyance, exchange or transfer (for cash, shares of stock, securities or other consideration) of all or substantially all the assets or business of the Company and its subsidiaries, or the merger or consolidation of the Company and/or its subsidiaries into or with any other Person, in each case, that would constitute a Change of Control, holders shall be deemed a “Liquidation Event”. (b) If any Liquidation Event occurs prior to the fifth anniversary of the Issue Date, each Holder shall not be entitled to receive and to be paid out any further payment. If, upon any liquidation, dissolution or winding up of the remaining Company, the assets and funds of the Company available for distribution to its stockholdersCompany, prior to or proceeds thereof, distributable among the holders of Junior Stock, an amount for each share of the Series E Preferred Stock then held by such Holder equal to the greater of (a) 105% of the Accreted Value plus accrued and unpaid dividends as of the date of such transaction and (b) the amount that such Holder would have received if, immediately prior to such transaction, it had voluntarily converted its Preferred Stock pursuant to Section 6. (c) After the indefeasible payment in cash to the Holders of full preferential amounts provided for in this Section 5, Holders as such shall have no right or claim to any of the remaining assets or funds of the Company. (d) In the event the assets and funds of the Company available for distribution to Holders upon any Liquidation Event Shares shall be insufficient to pay in full the preferential amount aforesaid and liquidating payments on any other shares of any class or series of Parity Shares, then such assets, or the proceeds thereof, shall be distributed among the holders of the Series E Preferred Shares and any such Parity Shares ratably in accordance with the respective amounts that would be payable on such Series E Preferred Shares and any such Parity Shares if all amounts to which such Holders are entitled pursuant to payable thereon were paid in full. For the purposes of this Section 5(a4, (i) and amounts to which holders of Parity Stock are entitled, no such distribution shall be made on account of any shares of Preferred Stock a consolidation or Parity Stock upon such Liquidation Event unless proportionate distributable amounts shall be paid on account merger of the shares of Preferred StockCompany with one or more corporations, ratablyreal estate investment trusts, in proportion to the full distributable amounts for which Holders or other entities and (ii) a sale, lease or transfer of all Preferred Stock and of any Parity Stock are entitled upon such Liquidation Event with the amount allocable to each series of such stock determined on a pro rata basis or substantially all of the aggregate liquidation preference Company's assets shall not be deemed to be a liquidation, dissolution or winding up, voluntary or involuntary, of the outstanding shares of each such series and accumulated and unpaid dividends to which each such series is entitledCompany. (eb) The provisions Subject to the rights of this Section 5 shall not in the holders of any way limit the right series or class or classes of Holders to elect to convert their shares of Preferred Stock into shares of Common Stock pursuant to Section 6 beneficial interest ranking on a parity with or prior to the Series E Preferred Shares upon liquidation, dissolution or in connection with winding up, upon any Liquidation Event. Howeverliquidation, following dissolution or winding up of the occurrence of a Liquidation Event and the Company, after payment shall have been made in full to a Holder of its applicable liquidation preference, such holder shall cease to have any rights hereunder to participate in any future dividends or distributions made to the holders of Common Stockthe Series E Preferred Shares, as provided in this Section 4, any other series or class or classes of Junior Shares or Fully 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 Rights. (a) In the event of Upon any voluntary or involuntary liquidation, dissolution dissolution, or winding-winding up of the CompanyCorporation, whether voluntary or its subsidiaries involuntary, before any distribution or payment shall be made to the holders of any Junior Stock, the holders of the respective Series Preferred shall be entitled to be paid out of the assets of the Corporation an amount per share of Series Preferred equal to the applicable Original Issue Price for the respective Series Preferred plus all declared and unpaid dividends on such shares of Preferred Stock (as adjusted for any stock dividends, combinations, splits, recapitalizations and the like with respect to such shares) for each share of Series Preferred held by them. If, upon any such liquidation, dissolution, or winding up, the assets of the Corporation shall be insufficient to make payment in full to all holders of Series Preferred of the liquidation preference set forth in this Section 3(a), then such assets shall be distributed among the holders of the respective Series Preferred at the time outstanding, ratably in proportion to the full amounts to which constitute they would otherwise be respectively entitled. (b) After payment of the full liquidation preference of the Series Preferred as set forth in Section 3(a) above, any remaining assets of the Corporation legally available for distribution, if any, shall be distributed ratably to the holders of the Common Stock and the Series Preferred on the basis of Common Stock equivalents. (c) The following events shall be considered a liquidation under this Section 3: (i) any consolidation or merger of the Corporation with or into any other corporation or other entity or person, or any other corporate reorganization, in which the shareholders of the Corporation immediately prior to such consolidation, merger or reorganization, own less than 50% of the Corporation's voting power immediately after such consolidation, merger or reorganization, or any transaction or series of related transactions to which the Corporation is a party in which in excess of fifty percent (50%) of the Corporation's voting power is transferred (an "Acquisition"), excluding any consolidation or merger effected exclusively to change the domicile of the Corporation; (ii) a sale, lease, pledge, license or other disposition of all or substantially all of the assets of the Company and Corporation (an "Asset Transfer"); (iii) in any of such events, if the consideration received by this Corporation is other than cash, its subsidiaries taken value will be deemed its fair market value as a whole, determined in either case in a single or series good faith by the Board of transactions by merger or otherwise Directors. Any securities shall be valued as follows: (each a “Liquidation Event”), A) Securities not subject to investment letter or other similar restrictions on free marketability covered by clause (B) immediately below: (1) If traded on a securities exchange or through the payment or provision for payment Nasdaq National Market, the value shall be deemed to be the average of the debts and other liabilities closing prices of the Company, each Holder shall be entitled to receive and to be paid out of securities on such quotation system over the remaining assets and funds of the Company available for distribution to its stockholders, thirty (30) day period ending three (3) days prior to the holders of Junior Stock an amount for each share of Preferred Stock then held by such Holder equal to closing; (2) If actively traded over-the-counter, the greater of (a) the Accreted Value plus accrued and unpaid dividends as of the date of such Liquidation Event and (b) the amount that such Holder would have received if, immediately prior to such Liquidation Event, it had voluntarily converted its Preferred Stock pursuant to Section 6. For purposes hereof, any sale, conveyance, exchange or transfer (for cash, shares of stock, securities or other consideration) of all or substantially all the assets or business of the Company and its subsidiaries, or the merger or consolidation of the Company and/or its subsidiaries into or with any other Person, in each case, that would constitute a Change of Control, value shall be deemed a “Liquidation Event”to be the average of the closing bid or sale prices (whichever is applicable) over the thirty (30) day period ending three (3) days prior to the closing; and (3) If there is no active public market, the value shall be the fair market value thereof, as determined by the Board of Directors. (bB) If any Liquidation Event occurs prior The method of valuation of securities subject to the fifth anniversary investment letter or other restrictions on free marketability (other than restrictions arising solely by virtue of the Issue Date, each Holder a shareholder's status as an affiliate or former affiliate) shall be entitled to receive and make an appropriate discount from the market value determined as above in (A)(1), (2) or (3) to be paid out reflect the approximate fair market value thereof, as determined by the Board of the remaining assets and funds of the Company available for distribution to its stockholders, prior to the holders of Junior Stock, an amount for each share of Preferred Stock then held by such Holder equal to the greater of (a) 105% of the Accreted Value plus accrued and unpaid dividends as of the date of such transaction and (b) the amount that such Holder would have received if, immediately prior to such transaction, it had voluntarily converted its Preferred Stock pursuant to Section 6Directors. (c) After the indefeasible payment in cash to the Holders of full preferential amounts provided for in this Section 5, Holders as such shall have no right or claim to any of the remaining assets or funds of the Company. (d) In the event the assets and funds of the Company available for distribution to Holders upon any Liquidation Event shall be insufficient to pay in full all amounts to which such Holders are entitled pursuant to Section 5(a) and amounts to which holders of Parity Stock are entitled, no such distribution shall be made on account of any shares of Preferred Stock or Parity Stock upon such Liquidation Event unless proportionate distributable amounts shall be paid on account of the shares of Preferred Stock, ratably, in proportion to the full distributable amounts for which Holders of all Preferred Stock and of any Parity Stock are entitled upon such Liquidation Event with the amount allocable to each series of such stock determined on a pro rata basis of the aggregate liquidation preference of the outstanding shares of each such series and accumulated and unpaid dividends to which each such series is entitled. (e) The provisions of this Section 5 shall not in any way limit the right of Holders to elect to convert their shares of Preferred Stock into shares of Common Stock pursuant to Section 6 prior to or in connection with any Liquidation Event. However, following the occurrence of a Liquidation Event and the payment in full to a Holder of its applicable liquidation preference, such holder shall cease to have any rights hereunder to participate in any future dividends or distributions made to the holders of Common Stock.

Liquidation Rights. (a) In the event of Upon any voluntary or involuntary liquidation, dissolution dissolution, or winding-winding up of the Company, whether voluntary or its subsidiaries involuntary, before any distribution or payment shall be made to the holders of any Junior Stock, the holders of Series Preferred shall be entitled to be paid out of the assets of the Company an amount per share of Series Preferred equal to the Original Issue Price plus all declared and unpaid dividends on the Series Preferred (as adjusted for any stock dividends, combinations, splits, recapitalizations and the like with respect to such shares) for each share of Series Preferred held by them. If, upon any such liquidation, distribution, or winding up, the assets of the Company shall be insufficient to make payment in full to all holders of Series Preferred of the liquidation preference set forth in this Section 3(a), then such assets shall be distributed among the holders of Series Preferred at the time outstanding, ratably in proportion to the full amounts to which constitute they would otherwise be respectively entitled. (b) After the payment of the full liquidation preference of the Series Preferred as set forth in Section 3(a) above, the assets of the Company legally available for distribution, if any, shall be distributed ratably to the holders of the Common Stock and Series Preferred on an as-if-converted to Common Stock basis until such time as the holders of Series Preferred have received pursuant to Section 3(a) above and this Section 3(b) in aggregate an amount per share of Series Preferred equal to three (3) times the Original Issue Price (as adjusted for any stock, dividends, combinations, splits, recapitalizations and the like with respect to such shares); thereafter the remaining assets of the Company legally available for distribution, if any, shall be distributed ratably to the holders of the Common Stock. (c) The following events shall be considered a liquidation under this Section: (i) any consolidation or merger of the Company with or into any other corporation or other entity or person, or any other corporate reorganization, in which the stockholders of the Company immediately prior to such consolidation, merger or reorganization, own less than 50% of the Company's voting power immediately after such consolidation, merger or reorganization, or any transaction or series of related transactions to which the Company is a party in which in excess of fifty percent (50%) of the Company's voting power is transferred, excluding any consolidation or merger effected exclusively to change the domicile of the Company (an "Acquisition"); or (ii) a sale, lease or other disposition of all or substantially all of the assets of the Company and (an "Asset Transfer"). (iii) In any of such events, if the consideration received by this corporation is other than cash, its subsidiaries taken value will be deemed its fair market value as a whole, determined in either case in a single or series good faith by the Board of transactions by merger or otherwise Directors. Any securities shall be valued as follows: (each a “Liquidation Event”), A) Securities not subject to investment letter or other similar restrictions on free marketability covered by (B) below: (1) If traded on a securities exchange or through the payment or provision for payment Nasdaq National Market, the value shall be deemed to be the average of the debts and other liabilities closing prices of the Company, each Holder shall be entitled to receive and to be paid out of securities on such quotation system over the remaining assets and funds of the Company available for distribution to its stockholders, thirty (30) day period ending three (3) days prior to the holders of Junior Stock an amount for each share of Preferred Stock then held by such Holder equal to closing; (2) If actively traded over-the-counter, the greater of (a) the Accreted Value plus accrued and unpaid dividends as of the date of such Liquidation Event and (b) the amount that such Holder would have received if, immediately prior to such Liquidation Event, it had voluntarily converted its Preferred Stock pursuant to Section 6. For purposes hereof, any sale, conveyance, exchange or transfer (for cash, shares of stock, securities or other consideration) of all or substantially all the assets or business of the Company and its subsidiaries, or the merger or consolidation of the Company and/or its subsidiaries into or with any other Person, in each case, that would constitute a Change of Control, value shall be deemed a “Liquidation Event”to be the average of the closing bid or sale prices (whichever is applicable) over the thirty (30) day period ending three (3) days prior to the closing; and (3) If there is no active public market, the value shall be the fair market value thereof, as determined by the Board of Directors. (bB) If any Liquidation Event occurs prior The method of valuation of securities subject to the fifth anniversary investment letter or other restrictions on free marketability (other than restrictions arising solely by virtue of the Issue Date, each Holder a shareholder's status as an affiliate or former affiliate) shall be entitled to receive and make an appropriate discount from the market value determined as above in (A) (1), (2) or (3) to be paid out reflect the approximate fair market value thereof, as determined by the Board of the remaining assets and funds of the Company available for distribution to its stockholders, prior to the holders of Junior Stock, an amount for each share of Preferred Stock then held by such Holder equal to the greater of (a) 105% of the Accreted Value plus accrued and unpaid dividends as of the date of such transaction and (b) the amount that such Holder would have received if, immediately prior to such transaction, it had voluntarily converted its Preferred Stock pursuant to Section 6Directors. (c) After the indefeasible payment in cash to the Holders of full preferential amounts provided for in this Section 5, Holders as such shall have no right or claim to any of the remaining assets or funds of the Company. (d) In the event the assets and funds of the Company available for distribution to Holders upon any Liquidation Event shall be insufficient to pay in full all amounts to which such Holders are entitled pursuant to Section 5(a) and amounts to which holders of Parity Stock are entitled, no such distribution shall be made on account of any shares of Preferred Stock or Parity Stock upon such Liquidation Event unless proportionate distributable amounts shall be paid on account of the shares of Preferred Stock, ratably, in proportion to the full distributable amounts for which Holders of all Preferred Stock and of any Parity Stock are entitled upon such Liquidation Event with the amount allocable to each series of such stock determined on a pro rata basis of the aggregate liquidation preference of the outstanding shares of each such series and accumulated and unpaid dividends to which each such series is entitled. (e) The provisions of this Section 5 shall not in any way limit the right of Holders to elect to convert their shares of Preferred Stock into shares of Common Stock pursuant to Section 6 prior to or in connection with any Liquidation Event. However, following the occurrence of a Liquidation Event and the payment in full to a Holder of its applicable liquidation preference, such holder shall cease to have any rights hereunder to participate in any future dividends or distributions made to the holders of Common Stock.

Liquidation Rights. (a) In Upon the event dissolution, liquidation or winding up of any the Corporation, whether voluntary or involuntary involuntary, the holders of the shares of this series of Preferred Stock shall be entitled to receive, before any payment or distribution of the assets of the Corporation or proceeds thereof (whether capital or surplus) shall be made to or set apart for the holders of the Common Stock or any other class or series of stock ranking junior to the shares of this series of Preferred Stock upon liquidation, including without limitation the Series C Preferred Stock, the amount of One Dollar and Fifteen Cents ($1.15) per share, plus a sum equal to all dividends on such shares (whether or not earned or declared) accrued and unpaid thereon to the date of final distribution, but such holders shall not be entitled to any further payment. If, upon any liquidation, dissolution or winding-up of the CompanyCorporation, or its subsidiaries the assets of which constitute all or substantially all of the assets of the Company Corporation, or proceeds thereof, distributable among the holders of shares of the Preferred Stock and its subsidiaries taken as a whole, in either case in a single any other class or series of transactions by merger preferred stock ranking on a parity with the Preferred Stock as to payments upon liquidation, dissolution or otherwise (each a “Liquidation Event”), subject to the payment or provision for payment of the debts and other liabilities of the Company, each Holder winding-up shall be entitled insufficient to receive and to pay in full the preferential amount foresaid, then such assets or the proceeds thereof shall be distributed among such holders ratably in accordance with the respective amounts which would be payable on such shares if all amounts payable thereon were paid out of the remaining assets and funds of the Company available for distribution to its stockholders, prior to the holders of Junior Stock an amount for each share of Preferred Stock then held by such Holder equal to the greater of (a) the Accreted Value plus accrued and unpaid dividends as of the date of such Liquidation Event and (b) the amount that such Holder would have received if, immediately prior to such Liquidation Event, it had voluntarily converted its Preferred Stock pursuant to Section 6in full. For the purposes hereofof this paragraph 5, any the voluntary sale, conveyance, lease, exchange or transfer (for cash, shares of stock, securities or other consideration) of all or substantially all the property or assets or business of the Company and its subsidiariesCorporation to, or the a consolidation or merger or consolidation of the Company and/or its subsidiaries into Corporation with, one or with any other Person, in each case, that would constitute a Change of Control, more corporations (whether or not the Corporation is the corporation surviving such consolidation or merger) shall not be deemed a “Liquidation Event”. (b) If any Liquidation Event occurs prior to the fifth anniversary of the Issue Date, each Holder shall be entitled to receive and to be paid out of the remaining assets and funds of the Company available for distribution to its stockholdersa liquidation, prior to the holders of Junior Stockdissolution or winding-up, an amount for each share of Preferred Stock then held by such Holder equal to the greater of (a) 105% of the Accreted Value plus accrued and unpaid dividends as of the date of such transaction and (b) the amount that such Holder would have received if, immediately prior to such transaction, it had voluntarily converted its Preferred Stock pursuant to Section 6voluntary or involuntary. (c) After the indefeasible payment in cash to the Holders of full preferential amounts provided for in this Section 5, Holders as such shall have no right or claim to any of the remaining assets or funds of the Company. (d) In the event the assets and funds of the Company available for distribution to Holders upon any Liquidation Event shall be insufficient to pay in full all amounts to which such Holders are entitled pursuant to Section 5(a) and amounts to which holders of Parity Stock are entitled, no such distribution shall be made on account of any shares of Preferred Stock or Parity Stock upon such Liquidation Event unless proportionate distributable amounts shall be paid on account of the shares of Preferred Stock, ratably, in proportion to the full distributable amounts for which Holders of all Preferred Stock and of any Parity Stock are entitled upon such Liquidation Event with the amount allocable to each series of such stock determined on a pro rata basis of the aggregate liquidation preference of the outstanding shares of each such series and accumulated and unpaid dividends to which each such series is entitled. (e) The provisions of this Section 5 shall not in any way limit the right of Holders to elect to convert their shares of Preferred Stock into shares of Common Stock pursuant to Section 6 prior to or in connection with any Liquidation Event. However, following the occurrence of a Liquidation Event and the payment in full to a Holder of its applicable liquidation preference, such holder shall cease to have any rights hereunder to participate in any future dividends or distributions made to the holders of Common Stock.

Liquidation Rights. (a) In the event of any voluntary or involuntary liquidation, dissolution or winding-winding up of the CompanyPartnership (referred to herein sometimes as a “liquidation”), or its subsidiaries the assets holders of which constitute all or substantially all the Series C Preferred Units then outstanding shall be entitled to receive, out of the assets of the Company and Partnership legally available for distribution to its subsidiaries taken as a whole, in either case in a single or series of transactions by merger or otherwise Partners (each a “Liquidation Event”), subject to the after payment or provision for payment of the all debts and other liabilities of the CompanyPartnership), each Holder shall be entitled to receive and to be paid out a liquidation preference in cash of the remaining assets and funds of the Company available for distribution to its stockholdersTwenty-five Dollars ($25.00) per Series C Preferred Unit, prior to the holders of Junior Stock plus an amount for each share of Preferred Stock then held by such Holder equal to the greater of (a) the Accreted Value plus accrued all accumulated and unpaid dividends as of distributions (whether or not such distributions are authorized) to, but not including, the date of such Liquidation Event and (b) payment, before any distribution of assets is made to holders of Common Units or any other Partnership Units that rank junior to the amount that such Holder would have received ifSeries C Preferred Units with respect to liquidation rights, immediately prior to such Liquidation Eventupon the liquidation, it had voluntarily converted its Preferred Stock pursuant to Section 6. For purposes hereof, any sale, conveyance, exchange dissolution or transfer (for cash, shares of stock, securities or other consideration) of all or substantially all the assets or business winding up of the Company and its subsidiaries, or the merger or consolidation of the Company and/or its subsidiaries into or with any other Person, in each case, that would constitute a Change of Control, shall be deemed a “Liquidation Event”Partnership. (b) If If, upon any Liquidation Event occurs prior such voluntary or involuntary liquidation, dissolution or winding up of the Partnership, the assets of the Partnership are insufficient to make full payment to holders of Series C Preferred Units and to the fifth anniversary of corresponding amounts payable on all other Partnership Units ranking on a parity with the Issue DateSeries C Preferred Units as to liquidation rights, each Holder shall be entitled to receive and to be paid out of the remaining assets and funds of the Company available for distribution to its stockholders, prior to then the holders of Junior Stock, an amount for each the Series C Preferred Units and all other such Partnership Units shall share ratably in any such distribution of Preferred Stock then held by such Holder equal assets in proportion to the greater of (a) 105% of the Accreted Value plus accrued and unpaid dividends as of the date of such transaction and (b) the amount that such Holder full liquidating distributions to which they would have received if, immediately prior to such transaction, it had voluntarily converted its Preferred Stock pursuant to Section 6otherwise be respectively entitled. (c) After Written notice of any such liquidation, dissolution or winding up of the indefeasible Partnership, stating the payment date or dates when, and the place or places where, the amounts distributable in cash 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 Holders payment date stated therein, to each record holder of the Series C Preferred Units at the respective address of such holders as the same shall appear on the unit transfer records of the Partnership. (d) After payment of the full preferential amounts provided for in this Section 5amount of the liquidating distributions to which the holders of Series C Preferred Units are entitled, Holders as such shall the holders of Series C Preferred Units will have no right or claim to any of the remaining assets or funds of the Company. (d) In the event the assets and funds of the Company available for distribution to Holders upon any Liquidation Event shall be insufficient to pay in full all amounts to which such Holders are entitled pursuant to Section 5(a) and amounts to which holders of Parity Stock are entitled, no such distribution shall be made on account of any shares of Preferred Stock or Parity Stock upon such Liquidation Event unless proportionate distributable amounts shall be paid on account of the shares of Preferred Stock, ratably, in proportion to the full distributable amounts for which Holders of all Preferred Stock and of any Parity Stock are entitled upon such Liquidation Event with the amount allocable to each series of such stock determined on a pro rata basis of the aggregate liquidation preference of the outstanding shares of each such series and accumulated and unpaid dividends to which each such series is entitledPartnership. (e) The provisions of this Section 5 shall not in any way limit the right of Holders to elect to convert their shares of Preferred Stock into shares of Common Stock pursuant to Section 6 prior to or in connection with any Liquidation Event. However, following the occurrence None of a Liquidation Event and consolidation or merger of the payment in full to Partnership with or into another entity, a Holder merger of its applicable liquidation preferenceanother entity with or into the Partnership, such holder a statutory security exchange by the Partnership or a sale, lease, transfer or conveyance of all or substantially all of the Partnership’s property or business shall cease to have any rights hereunder to participate in any future dividends be considered a liquidation, dissolution or distributions made to winding up of the holders of Common StockPartnership.