Common use of Liquidation, Dissolution or Winding Up Clause in Contracts

Liquidation, Dissolution or Winding Up. Upon any voluntary or involuntary liquidation, dissolution or winding up of the Corporation, no distribution shall be made (a) to the holders of shares ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Preferred Stock unless, prior thereto, the holders of shares of Series A Preferred Stock shall have received for each share of Series A Preferred Stock, subject to adjustment as hereinafter provided, (i) $1,000 plus an amount equal to accrued and unpaid dividends and distributions thereon, whether or not declared, to the date of such payment or, (ii) if greater than the amount specified in clause (a)(i) of this sentence, an amount equal to one thousand (1,000) times the aggregate amount to be distributed per share to holders of Common Stock, as the same may be adjusted as hereinafter provided and, (b) to the holders of shares ranking on a parity upon liquidation, dissolution or winding up with the Series A Preferred Stock, unless simultaneously therewith distributions are made ratably on the Series A Preferred Stock and all other shares of such parity stock in proportion to the total amounts to which the holders of shares of Series A Preferred Stock are entitled under clause (a)(i) of this sentence and to which the holders of such parity shares are entitled, in each case upon such liquidation, dissolution or winding up. The amount to which holders of Series A Preferred Stock may be entitled upon liquidation, dissolution or winding up of the Corporation pursuant to clause (a)(i) of the foregoing sentence is hereinafter referred to as the “Participating Liquidation Amount” and the multiple of the amount to be distributed to holders of shares of Common Stock upon the liquidation, dissolution or winding up of the Corporation applicable pursuant to said clause to the determination of the Participating Liquidation Amount, as said multiple may be adjusted from time to time as hereinafter provided, is hereinafter referred to as the “Liquidation Multiple.” In the event the Corporation shall at any time after the Effective Date declare or pay any dividend on Common Stock payable in shares of Common Stock, or effect a subdivision or split or a combination, consolidation or reverse split of the outstanding shares of Common Stock into a greater or lesser number of shares of Common Stock, then, in each such case, the Liquidation Multiple thereafter applicable to the determination of the Participating Liquidation Amount to which holders of Series A Preferred Stock shall be entitled after such event shall be the Liquidation Multiple applicable immediately prior to such event multiplied by a fraction the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.

Liquidation, Dissolution or Winding Up. Upon (a) In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Corporation, no distribution the holders of shares of Series A Preferred Stock then outstanding shall be made (a) entitled to be paid out of the assets of the Corporation available for distribution to its stockholders, after and subject to the payment in full of all amounts required to be distributed to the holders of shares any Preferred Stock of the Corporation ranking junior on liquidation prior and in preference to the Series A Preferred Stock (either such Preferred Stock that is senior to the Series A Preferred Stock being referred to hereinafter as to dividends or "Senior Stock") upon such liquidation, dissolution or winding up, but before any payment shall be made to the holders of Common Stock or other Junior Stock, an amount equal to the sum of (i) $1,000 per share (the "Liquidation Preference") (subject to adjustment in the event of any stock dividend, stock split, stock distribution or combination with respect to such shares), and (ii) the amount of all declared but unpaid dividends on the Series A Preferred Stock. If upon any such liquidation, dissolution or winding up of the Corporation, the remaining assets of the Corporation available for the distribution to its stockholders after payment in full of amounts required to be paid or distributed to holders of any other Senior Stock unless, prior theretoshall be insufficient to pay the holders of shares of Series A Preferred Stock the full amount to which they shall be entitled, the holders of shares of Series A Preferred Stock shall have received for each share of Series A Preferred Stock, subject to adjustment as hereinafter provided, (i) $1,000 plus an amount equal to accrued and unpaid dividends and distributions thereon, whether or not declared, to the date any class of such payment or, (ii) if greater than the amount specified in clause (a)(i) of this sentence, an amount equal to one thousand (1,000) times the aggregate amount to be distributed per share to holders of Common Stock, as the same may be adjusted as hereinafter provided and, (b) to the holders of shares stock ranking on liquidation on a parity upon liquidation, dissolution or winding up with the Series A Preferred Stock, unless simultaneously therewith distributions are made ratably Stock (such Preferred Stock ranking on liquidation on parity with the Series A Preferred Stock being referred to as "Parity Stock"), shall share ratably in any distribution of the remaining assets and all other shares funds of such parity stock the Corporation in proportion to the total respective amounts which would otherwise be payable with respect to which the shares held by them upon such distribution if all amounts payable on or with respect to said shares were paid in full. Except as set forth in this clause (a), holders of shares of Series A Preferred Stock are entitled under clause (a)(i) of this sentence and to which the holders of such parity shares are entitled, in each case upon such liquidation, dissolution or winding up. The amount to which holders of Series A Preferred Stock may shall not be entitled upon to any distribution in the event of liquidation, dissolution or winding up of the Corporation pursuant to clause (a)(i) of the foregoing sentence is hereinafter referred to as the “Participating Liquidation Amount” and the multiple of the amount to be distributed to holders of shares of Common Stock upon the liquidation, dissolution or winding up of the Corporation applicable pursuant to said clause to the determination of the Participating Liquidation Amount, as said multiple may be adjusted from time to time as hereinafter provided, is hereinafter referred to as the “Liquidation MultipleCorporation.” In the event the Corporation shall at any time after the Effective Date declare or pay any dividend on Common Stock payable in shares of Common Stock, or effect a subdivision or split or a combination, consolidation or reverse split of the outstanding shares of Common Stock into a greater or lesser number of shares of Common Stock, then, in each such case, the Liquidation Multiple thereafter applicable to the determination of the Participating Liquidation Amount to which holders of Series A Preferred Stock shall be entitled after such event shall be the Liquidation Multiple applicable immediately prior to such event multiplied by a fraction the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.

Liquidation, Dissolution or Winding Up. Upon any voluntary or involuntary liquidation, dissolution or winding up of the CorporationCompany, no distribution shall be made (ai) to the holders of shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series Class A Preferred Stock unless, prior thereto, unless the holders of shares of Series Class A Preferred Stock shall have received for each share of Series Class A Preferred Stock, subject to adjustment as hereinafter provided, (iA) $1,000 73.00 per one one-hundredth of a share plus an amount equal to accrued and unpaid dividends and distributions thereon, whether or not declared, to the date of such payment or, (iiB) if greater than the amount specified in clause (a)(ii)(A) of this sentence, an amount equal to one thousand (1,000) 100 times the aggregate amount to be distributed per share to holders of Common Stock, as the same may be adjusted as hereinafter provided andprovided, and (bii) to the holders of shares stock ranking on a parity upon liquidation, dissolution or winding up with the Series Class A Preferred Stock, unless simultaneously therewith distributions are made ratably on the Series Class A Preferred Stock and all other shares of such parity stock in proportion to the total amounts to which the holders of shares of Series Class A Preferred Stock are entitled under clause (a)(ii)(A) of this sentence and to which the holders of such parity shares are entitled, in each case upon such liquidation, dissolution or winding up. The amount to which holders of Series Class A Preferred Stock may be entitled upon liquidation, dissolution or winding up of the Corporation Company pursuant to clause (a)(ii)(B) of the foregoing sentence is hereinafter referred to as the “"Participating Liquidation Amount” " and the multiple of the amount to be distributed to holders of shares of Common Stock upon the liquidation, dissolution or winding up of the Corporation Company applicable pursuant to said clause to the determination of the Participating Liquidation Amount, as said multiple may be adjusted from time to time as hereinafter provided, is hereinafter referred to as the “"Liquidation Multiple.” ". In the event the Corporation Company shall at any time after the Effective Date August 29, 1997, declare or pay any dividend on Common Stock payable in shares of Common Stock, or effect a subdivision or split or a combination, consolidation or reverse split of the outstanding shares of Common Stock into a greater or lesser number of shares of Common Stock, then, in each such case, the Liquidation Multiple thereafter applicable to the determination of the Participating Liquidation Amount to which holders of Series Class A Preferred Stock shall be entitled after such event shall be the Liquidation Multiple applicable immediately prior to such event multiplied by a fraction the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.

Liquidation, Dissolution or Winding Up. (a) Upon any voluntary or involuntary liquidation, dissolution or winding up of the Corporation, no distribution shall be made (ai) to the holders of the Common Stock or of shares of any other stock of the Corporation ranking junior (junior, either as to dividends or upon liquidation, dissolution or winding up) , to the Series A Preferred Stock unless, prior thereto, the holders of shares of Series A Preferred Stock shall have received for each share of Series A Preferred Stock, subject to adjustment as hereinafter provided, (i) $1,000 per share, plus an amount equal to accrued and unpaid dividends and distributions thereon, whether or not declared, to the date of such payment orpayment, (ii) if greater than provided that, the holders of shares of Series A Preferred Stock shall be entitled to receive an aggregate amount specified in clause (a)(i) of this sentenceper share, an amount subject to the provision for adjustment hereinafter set forth, equal to one thousand (1,000) 1,000 times the aggregate amount to be distributed per share to holders of shares of Common Stock, as the same may be adjusted as hereinafter provided and, or (bii) to the holders of shares of stock ranking on a parity either as to dividends or upon liquidation, dissolution or winding up with the Series A Preferred Stock, unless simultaneously therewith except distributions are made ratably on the Series A Preferred Stock and all other shares of such parity stock in proportion to the total amounts to which the holders of all such shares of Series A Preferred Stock are entitled under clause (a)(i) of this sentence and to which the holders of such parity shares are entitled, in each case upon such liquidation, dissolution or winding up. The amount In the event, however, that there are not sufficient assets available to which holders permit payment in full of the Series A Preferred Stock may be entitled upon liquidation, dissolution or winding up liquidation preference and the liquidation preferences of all other classes and series of stock of the Corporation pursuant Corporation, if any, that rank on a parity with the Series A Preferred Stock in respect thereof, then the assets available for such distribution shall be distributed ratably to clause (a)(i) the holders of the foregoing sentence is hereinafter referred to as the “Participating Liquidation Amount” Series A Preferred Stock and the multiple of the amount to be distributed to holders of such parity shares of Common Stock upon in the liquidation, dissolution or winding up of the Corporation applicable pursuant proportion to said clause to the determination of the Participating Liquidation Amount, as said multiple may be adjusted from time to time as hereinafter provided, is hereinafter referred to as the “Liquidation Multiple.” their respective liquidation preferences. In the event the Corporation shall at any time after the Effective Issue Date (A) declare or pay any dividend on the Common Stock payable in shares of Common Stock, or (B) effect a subdivision or split combination or a combination, consolidation or reverse split of the outstanding shares of Common Stock (by reclassification or otherwise than by payment of a dividend in shares of Common Stock) into a greater or lesser number of shares of Common Stock, then, then in each such case, case the Liquidation Multiple thereafter applicable to the determination of the Participating Liquidation Amount aggregate amount to which holders of shares of Series A Preferred Stock shall be were entitled after such event shall be the Liquidation Multiple applicable immediately prior to such event multiplied under the proviso in clause (i) of this Section 6(a) shall be adjusted by multiplying such amount by a fraction the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event. In the event the Corporation shall at any time declare or pay any dividend on the Series A Preferred Stock payable in shares of Series A Preferred Stock, or effect a subdivision, combination or consolidation of the outstanding shares of Series A Preferred Stock (by reclassification or otherwise than by payment of a dividend in shares of Series A Preferred Stock) into a greater or lesser number of shares of Series A Preferred Stock, then in each such case the aggregate amount to which holders of shares of Series A Preferred Stock were entitled immediately prior to such event under the proviso in clause (i) of this Section 6(a) shall be adjusted by multiplying such amount by a fraction, the numerator of which is the number of shares of Series A Preferred Stock that were outstanding immediately prior to such event and the denominator of which is the number of shares of Series A Preferred Stock outstanding immediately after such event.

Liquidation, Dissolution or Winding Up. Upon any voluntary or involuntary liquidation, dissolution or winding up of the Corporation, no distribution shall be made (ai) to the holders of shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A One Preferred Stock unless, prior thereto, unless the holders of shares of Series A One Preferred Stock shall have received for each share of Series A Preferred Stockreceived, subject to adjustment as hereinafter provided, (iA) $1,000 100 ($1.00 per one one-hundredth of a share) plus an amount equal to accrued and unpaid dividends and distributions thereon, whether or not declared, to the date of such payment orpayment, or (iiB) if greater than the amount specified in clause (a)(ii)(A) of this sentence, an amount equal to one thousand (1,000) 100 times the aggregate amount to be distributed per share to holders of Common Stock, as the same may be adjusted as hereinafter provided andprovided, and (bii) to the holders of shares stock ranking on a parity upon liquidation, dissolution or winding up with the Series A One Preferred Stock, unless simultaneously therewith distributions are made ratably on the Series A One Preferred Stock and all other shares of such parity stock in proportion to the total amounts to which the holders of shares of Series A One Preferred Stock are entitled under clause (a)(ii)(A) of this sentence and to which the holders of such parity shares are entitled, in each case upon such liquidation, dissolution or winding up. The amount to which holders of Series A One Preferred Stock may be entitled upon liquidation, dissolution or winding up of the Corporation pursuant to clause (a)(ii)(B) of the foregoing sentence is hereinafter referred to as the “Participating Liquidation Amount” and the multiple of the amount to be distributed to holders of shares of Common Stock upon the liquidation, dissolution or winding up of the Corporation applicable pursuant to said clause to the determination of the Participating Liquidation Amount, as said multiple may be adjusted from time to time as hereinafter provided, is hereinafter referred to as the “Liquidation Multiple.” In the this event the Corporation shall at any time after the Effective Date declare or pay any dividend on Common Stock payable in shares of Common Stock, or effect a subdivision or split or a combination, consolidation or reverse split of the outstanding shares of Common Stock into a greater or lesser number of shares of Common Stock, thenor issue any of its capital stock in a reclassification of the Common Stock (including any such reclassification in connection with a consolidation or merger in which the Corporation is the continuing or surviving corporation, then in each such case, case the Liquidation Multiple thereafter applicable to the determination of the Participating Liquidation Amount to which holders of Series A One Preferred Stock shall be entitled after such event shall be the Liquidation Multiple applicable immediately prior to such event multiplied by a fraction the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.

Liquidation, Dissolution or Winding Up. Upon any voluntary or involuntary liquidation, dissolution or winding up of the CorporationCompany, no distribution shall be made (ai) to the holders of shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Class B Preferred Stock unless, prior thereto, unless the holders of shares of Series A Class B Preferred Stock shall have received for each share of Series A Class B Preferred Stock, subject to adjustment as hereinafter provided, (iA) $1,000 73.00 per one one-hundredth of a share plus an amount equal to accrued and unpaid dividends and distributions thereon, whether or not declared, to the date of such payment or, (iiB) if greater than the amount specified in clause (a)(ii)(A) of this sentence, an amount equal to one thousand (1,000) 100 times the aggregate amount to be distributed per share to holders of Common Stock, as the same may be adjusted as hereinafter provided andprovided, and (bii) to the holders of shares stock ranking on a parity upon liquidation, dissolution or winding up with the Series A Class B Preferred Stock, unless simultaneously therewith distributions are made ratably on the Series A Class B Preferred Stock and all other shares of such parity stock in proportion to the total amounts to which the holders of shares of Series A Class B Preferred Stock are entitled under clause (a)(ii)(A) of this sentence and to which the holders of such parity shares are entitled, in each case upon such liquidation, dissolution or winding up. The amount to which holders of Series A Class B Preferred Stock may be entitled upon liquidation, dissolution or winding up of the Corporation Company pursuant to clause (a)(ii)(B) of the foregoing sentence is hereinafter referred to as the “"Participating Liquidation Amount” " and the multiple of the amount to be distributed to holders of shares of Common Stock upon the liquidation, dissolution or winding up of the Corporation Company applicable pursuant to said clause to the determination of the Participating Liquidation Amount, as said multiple may be adjusted from time to time as hereinafter provided, is hereinafter referred to as the “"Liquidation Multiple.” ". In the event the Corporation Company shall at any time after the Effective Date August 29, 1997, declare or pay any dividend on Common Stock payable in shares of Common Stock, or effect a subdivision or split or a combination, consolidation or reverse split of the outstanding shares of Common Stock into a greater or lesser number of shares of Common Stock, then, in each such case, the Liquidation Multiple thereafter applicable to the determination of the Participating Liquidation Amount to which holders of Series A Class B Preferred Stock shall be entitled after such event shall be the Liquidation Multiple applicable immediately prior to such event multiplied by a fraction the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.

Liquidation, Dissolution or Winding Up. (a) Upon any voluntary or involuntary liquidation, dissolution or winding up of the Corporation, no distribution shall be made (ai) to the holders of the Common Stock or of shares of any other stock of the Corporation ranking junior (junior, either as to dividends or upon liquidation, dissolution or winding up) , to the Series A Preferred Stock unless, prior thereto, the holders of shares of Series A Preferred Stock shall have received for each share of Series A Preferred Stock, subject to adjustment as hereinafter provided, (i) $1,000 per share, plus an amount equal to accrued and unpaid dividends and distributions thereon, whether or not declared, to the date of such payment orpayment, (ii) if greater than provided that, the holders of shares of Series A Preferred Stock shall be entitled to receive an aggregate amount specified in clause (a)(i) of this sentenceper share, an amount subject to the provision for adjustment hereinafter set forth, equal to one thousand (1,000) 1,000 times the aggregate amount to be distributed per share to holders of shares of Common Stock, as the same may be adjusted as hereinafter provided and, or (bii) to the holders of shares of stock ranking on a parity either as to dividends or upon liquidation, dissolution or winding up with the Series A Preferred Stock, unless simultaneously therewith except distributions are made ratably on the Series A Preferred Stock and all other shares of such parity stock in proportion to the total amounts to which the holders of all such shares of Series A Preferred Stock are entitled under clause (a)(i) of this sentence and to which the holders of such parity shares are entitled, in each case upon such liquidation, dissolution or winding up. The amount In the event, however, that there are not sufficient assets available to which holders permit payment in full of the Series A Preferred Stock may be entitled upon liquidation, dissolution or winding up liquidation preference and the liquidation preferences of all other classes and series of stock of the Corporation pursuant Corporation, if any, that rank on a parity with the Series A Preferred Stock in respect thereof, then the assets available for such distribution shall be distributed ratably to clause (a)(i) the holders of the foregoing sentence is hereinafter referred to as the “Participating Liquidation Amount” Series A Preferred Stock and the multiple of the amount to be distributed to holders of such parity shares of Common Stock upon in the liquidation, dissolution or winding up of the Corporation applicable pursuant proportion to said clause to the determination of the Participating Liquidation Amount, as said multiple may be adjusted from time to time as hereinafter provided, is hereinafter referred to as the “Liquidation Multiple.” their respective liquidation preferences. In the event the Corporation shall at any time after the Effective Issue Date (A) declare or pay any dividend on the Common Stock payable in shares of Common Stock, or (B) effect a subdivision or split combination or a combination, consolidation or reverse split of the outstanding shares of Common Stock (by reclassification or otherwise than by payment of a dividend in shares of Common Stock) into a greater or lesser number of shares of Common Stock, then, then in each such case, case the Liquidation Multiple thereafter applicable to the determination of the Participating Liquidation Amount aggregate amount to which holders of shares of Series A Preferred Stock shall be were entitled after such event shall be the Liquidation Multiple applicable immediately prior to such event multiplied under the proviso in clause (i) of this Section 6(a) shall be adjusted by multiplying such amount by a fraction the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event. In the event the Corporation shall at any time declare or pay any dividend on the Series A Preferred Stock payable in shares of Series A Preferred Stock, or effect a subdivision, combination or consolidation of the outstanding shares of Series A Preferred Stock (by reclassification or otherwise than by payment of a dividend in shares of Series A Preferred Stock) into a greater or lesser number of shares of Series A Preferred Stock, then in each such case the aggregate amount to which holders of shares of Series A Preferred Stock were entitled immediately prior to such event under the proviso in clause (1) of paragraph (A) of this Section 6 shall be adjusted by multiplying such amount by a fraction, the numerator of which is the number of shares of Series A Preferred Stock that were outstanding immediately prior to such event and the denominator of which is the number of shares of Series A Preferred Stock outstanding immediately after such event.

Liquidation, Dissolution or Winding Up. Upon any voluntary or involuntary liquidation, dissolution or winding up of the CorporationCompany, no distribution shall be made (ai) to the holders of shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Preferred Stock unless, prior thereto, unless the holders of shares of Series A Preferred Stock shall have received for each share of Series A Preferred Stock, subject to adjustment as hereinafter provided, (iA) $1,000 250,000.00 plus an amount equal to accrued and unpaid dividends and distributions thereon, whether or not declared, to the date of such payment or, (iiB) if greater than the amount specified in clause (a)(ii)(A) of this sentence, an amount equal to one thousand (1,000) 1,000 times the aggregate amount to be distributed per share to holders of Common Stock, as the same may be adjusted as hereinafter provided and, and (bii) to the holders of shares stock ranking on a parity upon liquidation, dissolution or winding up with the Series A Preferred Stock, unless simultaneously therewith distributions are made ratably on the Series A Preferred Stock and all other shares of such parity stock in proportion to the total amounts to which the holders of shares of Series A Preferred Stock are entitled under clause (a)(ii)(A) of this sentence and to which the holders of such parity shares are entitled, in each case upon such liquidation, dissolution or winding up. The amount to which holders of Series A Preferred Stock may be entitled upon liquidation, dissolution or winding up of the Corporation Company pursuant to clause (a)(ii)(B) of the foregoing sentence is hereinafter referred to as the “"Participating Liquidation Amount” " and the multiple of the amount to be distributed to holders of shares of Common Stock upon the liquidation, dissolution or winding up of the Corporation Company applicable pursuant to said clause to the determination of the Participating Liquidation Amount, as said multiple may be adjusted from time to time as hereinafter provided, is hereinafter referred to as the “"Liquidation Multiple.” ". In the event the Corporation Company shall at any time after the Effective Date January 12, 1998 declare or pay any dividend on Common Stock payable in shares of Common Stock, or effect a subdivision or split or a combination, consolidation or reverse split of the outstanding shares of Common Stock into a greater or lesser number of shares of Common Stock, then, in each such case, the Liquidation Multiple thereafter applicable to the determination of the Participating Liquidation Amount to which holders of Series A Preferred Stock shall be entitled after such event shall be the Liquidation Multiple applicable immediately prior to such event multiplied by a fraction the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.

Liquidation, Dissolution or Winding Up. Upon In the event of any voluntary or involuntary liquidationliquidation (other than a liquidation following an M&A Event (as defined below)), dissolution or winding up (either voluntary or involuntary) of the Corporation, no distribution shall be made (a) subject to the holders rights of shares ranking junior (either any series of Preferred Stock or other class of stock of the Corporation whose terms expressly provide that it ranks senior to the Series B-1 Preferred Stock as to dividends or and distributions, upon liquidation, dissolution or winding up) to the Series A Preferred Stock unless, prior thereto, the holders of shares of Series A Preferred Stock shall have received for each share of Series A Preferred Stock, subject to adjustment as hereinafter provided, (i) $1,000 plus an amount equal to accrued and unpaid dividends and distributions thereon, whether or not declared, to the date of such payment or, (ii) if greater than the amount specified in clause (a)(i) of this sentence, an amount equal to one thousand (1,000) times the aggregate amount to be distributed per share to holders of Common Stock, as the same may be adjusted as hereinafter provided and, (b) to the holders of shares ranking on a parity upon liquidation, dissolution or winding up with the Series A Preferred Stock, unless simultaneously therewith distributions are made ratably on the Series A Preferred Stock and all other shares of such parity stock in proportion to the total amounts to which the holders of shares of Series A Preferred Stock are entitled under clause (a)(i) of this sentence and to which the holders of such parity shares are entitled, in each case upon such liquidation, dissolution or winding up. The amount to which holders of Series A Preferred Stock may be entitled upon liquidation, dissolution or winding up of the Corporation pursuant (the “Senior Stock”), the holders of Series B-1 Preferred Stock shall be entitled to clause (a)(i) receive, prior and in preference to any distribution of any of the foregoing sentence is hereinafter referred assets of the Corporation to as the holders of the Corporation’s common stock, par value $0.01 per share (the “Participating Liquidation Amount” Common Stock”) and the multiple pari passu with any distribution of any of the amount assets of the Corporation to be distributed to the holders of shares any other series of Common Preferred Stock or other class of stock of the Corporation whose terms expressly provide that they rank pari passu with the Series B-1 Preferred Stock as to dividends and distributions upon the liquidation, dissolution or winding up of the Corporation applicable pursuant to said clause (“Parity Stock”) by reason of their ownership thereof, an amount per share equal to the determination sum of (i) $22.1171, plus (ii) an amount equal to accrued but unpaid dividends on such share. If upon the occurrence of such event, the assets and funds to be distributed among the holders of the Participating Liquidation AmountSeries B-1 Preferred Stock and the Parity Stock shall be insufficient to permit the payment to such holders of the full aforesaid preferential amounts that such holders are entitled to, as said multiple may be adjusted from time to time as hereinafter providedthen, is hereinafter referred to as the “Liquidation Multiple.” In the event entire assets and funds of the Corporation remaining legally available for distribution shall at any time after be distributed ratably among the Effective Date declare or pay any dividend on Common holders of the Series B-1 Preferred Stock payable and the Parity Stock in shares proportion to their respective liquidation preferences. The Corporation shall mail to each holder of Common Series B-1 Preferred Stock, or effect at least ten (10) days prior to any liquidation event, a subdivision or split or a combination, consolidation or reverse split notice setting forth the date on which such event is expected to become effective and the type and amount of the outstanding shares anticipated proceeds per share of Common Stock into a greater or lesser number of to be distributed with respect thereto and shall afford each such holder the opportunity to convert such shares of Series B-1 Preferred Stock into Common Stock, then, in each Stock pursuant to Section 5 (conditional upon the consummation of such case, the Liquidation Multiple thereafter applicable liquidation event) prior to the determination of the Participating Liquidation Amount to which holders of Series A Preferred Stock shall be entitled after such event shall be the Liquidation Multiple applicable immediately prior to such event multiplied by a fraction the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such eventconsummation thereof.

Liquidation, Dissolution or Winding Up. Upon any voluntary or involuntary liquidation, dissolution or winding up of the Corporation, no distribution shall be made (ai) to the holders of shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A D Preferred Stock unless, prior thereto, unless the holders of shares of Series A D Preferred Stock shall have received for each share of Series A D Preferred Stock, subject to adjustment as hereinafter provided, (iA) $1,000 30,000 plus an amount equal to accrued and unpaid dividends and distributions thereon, whether or not declared, to the date of such payment or, (iiB) if greater than the amount specified in clause (a)(ii)(A) of this sentence, an amount equal to one thousand (1,000) 1000 times the aggregate amount to be distributed per share to holders of Common Stock, as the same may be adjusted as hereinafter provided and, and (bii) to the holders of shares stock ranking on a parity upon liquidation, dissolution or winding up with the Series A D Preferred Stock, unless simultaneously therewith distributions are made ratably on the Series A D Preferred Stock and all other shares of such parity stock in proportion to the total amounts to which the holders of shares of Series A D Preferred Stock are entitled under clause (a)(ii)(A) of this sentence and to which the holders of such parity shares are entitled, in each case upon such liquidation, dissolution or winding up. The amount to which holders of Series A D Preferred Stock may be entitled upon liquidation, dissolution or winding up of the Corporation pursuant to clause (a)(ii)(B) of the foregoing sentence is hereinafter referred to as the “Participating Liquidation Amount” and the multiple of the amount to be distributed to holders of shares of Common Stock upon the liquidation, dissolution or winding up of the Corporation applicable pursuant to said clause to the determination of the Participating Liquidation Amount, as said multiple may be adjusted from time to time as hereinafter provided, is hereinafter referred to as the “Liquidation Multiple.” ”. In the event the Corporation shall at any time after the Effective Date declare or pay any dividend on Common Stock payable in shares of Common Stock, or effect a subdivision or split or a combination, consolidation or reverse split of the outstanding shares of Common Stock into a greater or lesser number of shares of Common Stock, then, in each such case, the Liquidation Multiple thereafter applicable to the determination of the Participating Liquidation Amount to which holders of Series A D Preferred Stock shall be entitled after such event shall be the Liquidation Multiple applicable immediately prior to such event multiplied by a fraction the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.

Liquidation, Dissolution or Winding Up. Upon any voluntary or involuntary liquidation, dissolution or winding up of the CorporationCompany, no distribution shall be made (ai) to the holders of shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A G Junior Preferred Stock unless, prior thereto, unless the holders of shares of Series A G Junior Preferred Stock shall have received for each share of Series A G Junior Preferred Stock, subject to adjustment as hereinafter provided, (iA) $1,000 Two dollars (US$2.00) per one one-hundredth (1/100) of a share plus an amount equal to accrued and unpaid dividends and distributions thereon, whether or not declared, to the date of such payment or, (iiB) if greater than the amount specified in clause (a)(ii)(A) of this sentence, an amount equal to one thousand hundred (1,000100) times the aggregate amount to be distributed per share to holders of Common Stock, as the same may be adjusted as hereinafter provided andprovided, and (bii) to the holders of shares stock ranking on a parity upon liquidation, dissolution or winding up with the Series A G Junior Preferred Stock, unless simultaneously therewith distributions are made ratably on the Series A G Junior Preferred Stock and all other shares of such parity stock in proportion to the total amounts to which the holders of shares of Series A G Junior Preferred Stock are entitled under clause (a)(ii)(A) of this sentence and to which the holders of such parity shares are entitled, in each case upon such liquidation, dissolution or winding up. The amount to which holders of Series A G Junior Preferred Stock may be entitled upon liquidation, dissolution or winding up of the Corporation Company pursuant to clause (a)(ii)(B) of the foregoing sentence is hereinafter referred to as the “"Participating Liquidation Amount” " and the multiple of the amount to be distributed to holders of shares of Common Stock upon the liquidation, dissolution or winding up of the Corporation Company applicable pursuant to said clause to the determination of the Participating Liquidation Amount, as said multiple may be adjusted from time to time as hereinafter provided, is hereinafter referred to as the “"Liquidation Multiple.” " In the event the Corporation Company shall at any time after the Effective Date November 9, 2001 declare or pay any dividend on Common Stock payable in shares of Common Stock, or effect a subdivision or split or a combination, consolidation or reverse split of the outstanding shares of Common Stock into a greater or lesser number of shares of Common Stock, then, in each such case, the Liquidation Multiple thereafter applicable to the determination of the Participating Liquidation Amount to which holders of Series A G Junior Preferred Stock shall be entitled after such event shall be the Liquidation Multiple applicable immediately prior to such event multiplied by a fraction the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.

Liquidation, Dissolution or Winding Up. Upon any voluntary or involuntary liquidation, dissolution or winding up of the CorporationCompany, no distribution shall be made (aA) to the holders of the Common Stock or of shares of any other stock of the Company ranking junior (either as to dividends or junior, upon liquidation, dissolution or winding up) , to the Series A Junior Preferred Stock unless, prior thereto, the holders of shares of Series A Junior Preferred Stock shall have received for each share of Series A Preferred Stock$1,000.00 per share, subject to adjustment as hereinafter provided, (i) $1,000 plus an amount equal to accrued and unpaid dividends and distributions thereon, whether or not earned or declared, to the date of such payment orpayment, (ii) if greater than provided that the holders of shares of Junior Preferred Stock shall be entitled to receive an aggregate amount specified in clause (a)(i) of this sentenceper share, an amount subject to the provision for adjustment hereinafter set forth, equal to one thousand (1,000) 1,000 times the aggregate amount to be distributed per share to holders of shares of Common Stock, as the same may be adjusted as hereinafter provided and, or (bB) to the holders of shares of stock ranking on a parity upon liquidation, dissolution or winding up with the Series A Junior Preferred Stock, unless simultaneously therewith except distributions are made ratably on the Series A Junior Preferred Stock and all other shares of such parity stock in proportion to the total amounts to which the holders of all such shares of Series A Preferred Stock are entitled under clause (a)(i) of this sentence and to which the holders of such parity shares are entitled, in each case upon such liquidation, dissolution or winding up. The amount In the event, however, that there are not sufficient assets available to which permit payment in full of the Junior Preferred Stock liquidation preference and the liquidation preferences of all other classes and series of stock of the Company, if any, that rank on a parity with the Junior Preferred Stock in respect thereof, then the assets available for such distribution shall be distributed ratably to the holders of Series A the Junior Preferred Stock may be entitled upon liquidation, dissolution or winding up of the Corporation pursuant to clause (a)(i) of the foregoing sentence is hereinafter referred to as the “Participating Liquidation Amount” and the multiple of the amount to be distributed to holders of such parity shares of Common Stock upon in the liquidation, dissolution or winding up of the Corporation applicable pursuant proportion to said clause to the determination of the Participating Liquidation Amount, as said multiple may be adjusted from time to time as hereinafter provided, is hereinafter referred to as the “Liquidation Multiple.” their respective liquidation preferences. In the event the Corporation Company shall at any time after the Effective Rights Agreement Date declare or pay any dividend on the Common Stock payable in shares of Common StockStock together with the holders of outstanding shares of any one or more other classes or series of capital stock of the Company upon which like voting rights have been conferred and are exercisable (voting together as a class), or effect a subdivision or split combination or a combination, consolidation or reverse split of the outstanding shares of Common Stock (by reclassification or otherwise than by payment of a dividend in shares of Common Stock) into a greater or lesser number of shares of Common Stock, then, then in each such case, case the Liquidation Multiple thereafter applicable to the determination of the Participating Liquidation Amount aggregate amount to which holders of Series A shares of Junior Preferred Stock shall be were entitled after such event shall be the Liquidation Multiple applicable immediately prior to such event multiplied under the proviso in clause (A) of the preceding sentence shall be adjusted by multiplying such amount by a fraction the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event. Neither the merger or consolidation of the Company into or with another entity nor the merger or consolidation of any other entity into or with the Company (nor the sale of all or substantially all of the assets of the Company) shall be deemed to be a liquidation, dissolution or winding up of the Company within the meaning of this Section 6.

Liquidation, Dissolution or Winding Up. Upon (a) If the Corporation shall commence a voluntary case under the Federal bankruptcy laws or any voluntary other applicable Federal or state bankruptcy, insolvency or similar law, or consent to the entry of an order for relief in an involuntary liquidationcase under such law or to the appointment of a receiver, dissolution liquidator, assignee, custodian, trustee, sequestrator (or other similar official) of the Corporation or of any substantial part of its property, or make an assignment for the benefit of its creditors, or admit in writing its inability to pay its debts generally as they become due, or if a decree or order for relief in respect of the Corporation shall be entered by a court having jurisdiction in the premises in an involuntary case under the Federal bankruptcy laws or any other applicable Federal or state bankruptcy, insolvency or similar law, or appointing a receiver, liquidator, assignee, custodian, trustee, sequestrator (or other similar official) of the Corporation or of any substantial part of its property, or ordering the winding up or liquidation of its affairs, and any such decree or order shall be unstayed and in effect for a period of ninety consecutive days and on account of any such event the CorporationCorporation shall liquidate, dissolve or wind up, or if the Corporation shall otherwise liquidate, dissolve or wind up, no distribution shall be made (ai) to the holders of shares ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Preferred of Junior Liquidation Stock unless, prior thereto, the holders of shares of Series A Preferred Stock shall have received for each share of Series A Preferred Class B Stock, subject to adjustment Section 8, shall have received the Liquidation Preference (as hereinafter provideddefined in Section 11 hereof) with respect to each share, (i) $1,000 plus an amount equal to accrued and unpaid dividends and distributions thereon, whether or not declared, to the date of such payment or, (ii) if greater than the amount specified in clause (a)(i) of this sentence, an amount equal to one thousand (1,000) times the aggregate amount to be distributed per share to holders of Common Stock, as the same may be adjusted as hereinafter provided and, (b) to the holders of shares ranking on a parity upon liquidation, dissolution or winding up with the Series A Preferred of Parity Liquidation Stock, unless simultaneously therewith except distributions are made ratably on to the Series A Preferred holders of the Class B Stock and all other shares of such parity stock the Parity Liquidation Stock in proportion to the total amounts to which the holders of all such shares of Series A Preferred Class B Stock are and Parity Liquidation Stock would be entitled under clause (a)(i) of this sentence and to which the holders of such parity shares are entitled, in each case upon such liquidation, dissolution or winding up. The amount to which holders of Series A Preferred Stock may be entitled upon Upon any such liquidation, dissolution or winding up of up, the Corporation pursuant to clause (a)(i) of the foregoing sentence is hereinafter referred to as the “Participating Liquidation Amount” and the multiple of the amount to be distributed to holders of shares of Common Stock upon the liquidation, dissolution or winding up of the Corporation applicable pursuant to said clause to the determination of the Participating Liquidation Amount, as said multiple may be adjusted from time to time as hereinafter provided, is hereinafter referred to as the “Liquidation Multiple.” In the event the Corporation shall at any time after the Effective Date declare or pay any dividend on Common Stock payable in shares of Common Stock, or effect a subdivision or split or a combination, consolidation or reverse split of the outstanding shares of Common Stock into a greater or lesser number of shares of Common Stock, then, in each such case, the Liquidation Multiple thereafter applicable to the determination of the Participating Liquidation Amount to which holders of Series A Preferred Class B Stock shall be entitled after such event shall be to receive the Liquidation Multiple applicable immediately prior Preference with respect to each such event multiplied by a fraction the numerator of which is the number of shares of Common Stock outstanding immediately after such event share and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such eventno more.

Liquidation, Dissolution or Winding Up. Upon any voluntary or involuntary liquidation, dissolution or winding up of the CorporationCompany, no distribution shall be made (ai) to the holders of shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A I Preferred Stock unless, prior thereto, unless the holders of shares of Series A I Preferred Stock shall have received for each share of Series A Preferred Stockreceived, subject to adjustment as hereinafter provided, (iA) $1,000 70 per one-hundredth share plus an amount equal to accrued and unpaid dividends and distributions thereon, whether or not declared, to the date of such payment orpayment, or (iiB) if greater than the amount specified in clause (a)(ii)(A) of this sentence, an amount equal to one thousand (1,000) 100 times the aggregate amount to be distributed per share to holders of Common Stock, as the same may be adjusted as hereinafter provided andprovided, and (bii) to the holders of shares stock ranking on a parity upon liquidation, dissolution or winding up with the Series A I Preferred Stock, unless simultaneously therewith distributions are made ratably on the Series A I Preferred Stock and all other shares of such parity stock in proportion to the total amounts to which the holders of shares of Series A I Preferred Stock are entitled under clause (a)(ii)(A) of this sentence and to which the holders of such parity shares are entitled, in each case upon such liquidation, dissolution or winding up. The amount to which holders of Series A I Preferred Stock may be entitled upon liquidation, dissolution or winding up of the Corporation Company pursuant to clause (a)(ii)(B) of the foregoing sentence is hereinafter referred to as the “"Participating Liquidation Amount” " and the multiple of the amount to be distributed to holders of shares of Common Stock upon the liquidation, dissolution or winding up of the Corporation Company applicable pursuant to said clause to the determination of the Participating Liquidation Amount, as said multiple may be adjusted from time to time as hereinafter provided, is hereinafter referred to as the “"Liquidation Multiple.” ". In the this event the Corporation Company shall at any time after the Effective Date declare or pay any dividend on Common Stock payable in shares of Common Stock, or effect a subdivision or split or a combination, consolidation or reverse split of the outstanding shares of Common Stock into a greater or lesser number of shares of Common Stock, thenor issue any of its capital stock in a reclassification of the Common Stock (including any such reclassification in connection with a consolidation or merger in which the Company is the continuing or surviving corporation, then in each such case, case the Liquidation Multiple thereafter applicable to the determination of the Participating Liquidation Amount to which holders of Series A I Preferred Stock shall be entitled after such event shall be the Liquidation Multiple applicable immediately prior to such event multiplied by a fraction the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.

Liquidation, Dissolution or Winding Up. Upon any voluntary or involuntary liquidation, dissolution or winding up of the CorporationCompany, no distribution shall be made (ai) to the holders of shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Preferred Stock unless, prior thereto, unless the holders of shares of Series A Preferred Stock shall have received for each share of Series A Preferred Stockreceived, subject to adjustment as hereinafter provided, (iA) $1,000 65 per one one-hundredth (1/100) share plus an amount equal to accrued and unpaid dividends and distributions thereon, whether or not declared, to the date of such payment or, (iiB) if greater than the amount specified in clause (a)(ii)(A) of this sentence, an amount equal to one thousand (1,000) 100 times the aggregate amount to be distributed per share to holders of Common Stock, as the same may be adjusted as hereinafter provided and, and (bii) to the holders of shares stock ranking on a parity upon liquidation, dissolution or winding up with the Series A Preferred Stock, unless simultaneously therewith distributions are made ratably on the Series A Preferred Stock and all other shares of such parity stock in proportion to the total amounts to which the holders of shares of Series A Preferred Stock are entitled under clause (a)(ii)(A) of this sentence and to which the holders of such parity shares are entitled, in each case upon such liquidation, dissolution or winding up. The amount to which holders of Series A Preferred Stock may be entitled upon liquidation, dissolution or winding up of the Corporation Company pursuant to clause (a)(ii)(B) of the foregoing sentence is hereinafter referred to as the “"Participating Liquidation Amount” " and the multiple of the amount to be distributed to holders of shares of Common Stock upon the liquidation, dissolution or winding up of the Corporation Company applicable pursuant to said clause to the determination of the Participating Liquidation Amount, as said multiple may be adjusted from time to time as hereinafter provided, is hereinafter referred to as the “"Liquidation Multiple.” " In the event the Corporation Company shall at any time after the Effective Date October 15, 1998 (i) declare or pay any dividend on Common Stock payable in shares of Common Stock, or (ii) effect a subdivision or split or a combination, consolidation or reverse split of the outstanding shares of Common Stock into a greater or lesser number of shares of Common Stock, or (iii) issue any shares of its capital stock in a reclassification of the Common Stock (including any such reclassification in connection with a consolidation or merger in which the Company is continuing or surviving corporation), then, in each such case, the Liquidation Multiple thereafter applicable to the determination of the Participating Liquidation Amount to which holders of Series A Preferred Stock shall be entitled after such event shall be the Liquidation Multiple applicable immediately prior to such event multiplied by a fraction the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.

Liquidation, Dissolution or Winding Up. (a) Upon any voluntary or involuntary liquidation, dissolution or winding up of the Corporation, no distribution shall be made (ai) to the holders of the Common Stock or of shares of any other stock of the Corporation ranking junior (either as to dividends or junior, upon liquidation, dissolution or winding up) , to the Series A Preferred Stock unless, prior thereto, the holders of shares of Series A Preferred Stock shall have received for each share of Series A Preferred Stock, subject to adjustment as hereinafter provided, (i) $1,000 per share, plus an amount equal to accrued and unpaid dividends and distributions thereon, whether or not earned or declared, to the date of such payment orpayment, (ii) if greater than provided that the holders of shares of Series A Preferred Stock shall be entitled to receive an aggregate amount specified in clause (a)(i) of this sentenceper share, an amount subject to the provision for adjustment hereinafter set forth, equal to one thousand (1,000) 1,000 times the aggregate amount to be distributed per share to holders of shares of Common Stock, as the same may be adjusted as hereinafter provided and, or (bii) to the holders of shares of stock ranking on a parity upon liquidation, dissolution or winding up with the Series A Preferred Stock, unless simultaneously therewith except distributions are made ratably on the Series A Preferred Stock and all other shares of such parity stock in proportion to the total amounts to which the holders of all such shares of Series A Preferred Stock are entitled under clause (a)(i) of this sentence and to which the holders of such parity shares are entitled, in each case upon such liquidation, dissolution or winding up. The amount In the event, however, that there are not sufficient assets available to which holders permit payment in full of the Series A Preferred Stock may be entitled upon liquidation, dissolution or winding up liquidation preference and the liquidation preferences of all other classes and series of stock of the Corporation pursuant Corporation, if any, that rank on a parity with the Series A Preferred Stock in respect thereof, then the assets available for such distribution shall be distributed ratably to clause (a)(i) the holders of the foregoing sentence is hereinafter referred to as the “Participating Liquidation Amount” Series A Preferred Stock and the multiple of the amount to be distributed to holders of such parity shares of Common Stock upon in the liquidation, dissolution or winding up of the Corporation applicable pursuant proportion to said clause to the determination of the Participating Liquidation Amount, as said multiple may be adjusted from time to time as hereinafter provided, is hereinafter referred to as the “Liquidation Multiple.” their respective liquidation preferences. In the event the Corporation shall at any time after the Effective Issue Date declare or pay any dividend on the Common Stock payable in shares of Common Stock, or effect a subdivision or split combination or a combination, consolidation or reverse split of the outstanding shares of Common Stock into a greater or lesser number of shares of Common Stock, then, then in each such case, case the Liquidation Multiple thereafter applicable to the determination of the Participating Liquidation Amount aggregate amount to which holders of shares of Series A Preferred Stock shall be were entitled after such event shall be the Liquidation Multiple applicable immediately prior to such event multiplied under the proviso in clause (i) of this Section 6(a) shall be adjusted by multiplying such amount by a fraction the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.

Liquidation, Dissolution or Winding Up. Upon any liquidation (voluntary or involuntary liquidationotherwise), dissolution or winding up of the CorporationCompany, no distribution shall may be made (ax) to the holders of shares ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A I Preferred Stock Shares unless, prior thereto, the holders of shares of Series A I Preferred Stock Shares shall have received for each share of Series A Preferred Stock, subject to adjustment as hereinafter provided, (i) $1,000 plus an amount equal to accrued and unpaid dividends and distributions thereon, whether or not declared, to the date of such payment orpayment, (ii) if greater than the amount specified in clause (a)(i) of this sentence, plus an amount equal to one thousand the greater of (1,0001) $1,000.00 per share or (2) an aggregate amount per share, subject to the provision for adjustment hereinafter set forth, equal to 1,000 times the aggregate amount to be distributed per share to holders of Common StockShares, as the same may be adjusted as hereinafter provided and, or (by) to the holders of shares ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up up) with the Series A I Preferred StockShares, unless simultaneously therewith except distributions are made ratably on the Series A I Preferred Stock Shares and all other shares of such parity stock in proportion to the total amounts to which the holders of all such shares of Series A Preferred Stock are entitled under clause (a)(i) of this sentence and to which the holders of such parity shares are entitled, in each case upon such liquidation, dissolution or winding up. The amount to which holders of Series A Preferred Stock may be entitled upon liquidation, dissolution or winding up of If the Corporation pursuant to clause (a)(i) of the foregoing sentence is hereinafter referred to as the “Participating Liquidation Amount” and the multiple of the amount to be distributed to holders of shares of Common Stock upon the liquidation, dissolution or winding up of the Corporation applicable pursuant to said clause to the determination of the Participating Liquidation Amount, as said multiple may be adjusted from time to time as hereinafter provided, is hereinafter referred to as the “Liquidation Multiple.” In the event the Corporation shall Company at any time after the Effective Rights Declaration Date declare (i) declares or pay pays any dividend on Common Stock Shares payable in shares of Common StockShares, or effect (ii) effects a subdivision or split combination or a combination, consolidation or reverse split of the outstanding shares Common Shares (by reclassification or otherwise than by payment of a dividend in Common Stock Shares) into a greater or lesser number of shares of Common StockShares, then, then in each such case, case the Liquidation Multiple thereafter applicable to the determination of the Participating Liquidation Amount aggregate amount per share to which holders of Series A I Preferred Stock shall be Shares were entitled after such event shall be the Liquidation Multiple applicable immediately prior to such event multiplied under clause (x) of the preceding sentence will be adjusted by multiplying such amount by a fraction fraction, the numerator of which is the number of shares of Common Stock Shares outstanding immediately after such event and the denominator of which is the number of shares of Common Stock Shares that were outstanding immediately prior to such event.. Neither the consolidation of nor merging of the Company with or into any other corporation or corporations, nor the sale or other transfer of all or substantially all of the assets of the Company, will be considered to be a liquidation, dissolution or winding up of the Company within the meaning of this paragraph D.

Liquidation, Dissolution or Winding Up. Upon any voluntary or involuntary liquidation, dissolution or winding up of the CorporationCompany, no distribution shall be made (aA) to the holders of the Common Stock or of shares of any other stock of the Company ranking junior (either as to dividends or junior, upon liquidation, dissolution or winding up) , to the Series A Preferred Stock unless, prior thereto, the holders of shares of Series A Preferred Stock shall have received for each share of Series A Preferred Stock$1.00 per share, subject to adjustment as hereinafter provided, (i) $1,000 plus an amount equal to accrued and unpaid dividends and dividend distributions thereon, whether or not earned or declared, to the date of such payment orpayment, (ii) if greater than provided that the holders of shares of Series A Preferred Stock shall be entitled to receive an aggregate amount specified in clause (a)(i) of this sentenceper share, an amount subject to the provision for adjustment hereinafter set forth, equal to one thousand (1,000) 100 times the aggregate amount to be distributed per share to holders of shares of Common Stock, as the same may be adjusted as hereinafter provided and, or (bB) to the holders of shares of stock ranking on a parity upon liquidation, dissolution or winding up with the Series A Preferred Stock, unless simultaneously therewith except distributions are made ratably on the Series A Preferred Stock and all other shares of such parity stock in proportion to the total amounts to which the holders of all such shares of Series A Preferred Stock are entitled under clause (a)(i) of this sentence and to which the holders of such parity shares are entitled, in each case upon such liquidation, dissolution or winding up. The amount In the event, however, that there are not sufficient assets available to which holders permit payment in full of the Series A Preferred Stock may be entitled upon liquidation, dissolution or winding up liquidation preference and the liquidation preferences of all other classes and series of stock of the Corporation pursuant Company, if any, that rank on a parity with the Series A Preferred Stock in respect thereof, then the assets available for such distribution shall be distributed ratably to clause (a)(i) the holders of the foregoing sentence is hereinafter referred to as the “Participating Liquidation Amount” Series A Preferred Stock and the multiple of the amount to be distributed to holders of such parity shares of Common Stock upon in the liquidation, dissolution or winding up of the Corporation applicable pursuant proportion to said clause to the determination of the Participating Liquidation Amount, as said multiple may be adjusted from time to time as hereinafter provided, is hereinafter referred to as the “Liquidation Multiple.” their respective liquidation preferences. In the event the Corporation Company shall at any time after the Effective Date February 9, 1998 declare or pay any dividend on the Common Stock payable in shares of Common Stock, or effect a subdivision or split combination or a combination, consolidation or reverse split of the outstanding shares of Common Stock (by reclassification or otherwise than by payment of a dividend in shares of Common Stock) into a greater or lesser number of shares of Common Stock, then, then in each such case, case the Liquidation Multiple thereafter applicable to the determination of the Participating Liquidation Amount aggregate amount to which holders of shares of Series A Preferred Stock shall be were entitled after such event shall be the Liquidation Multiple applicable immediately prior to such event multiplied under the proviso in clause (A) of the preceding sentence shall be adjusted by multiplying such amount by a fraction the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.

Liquidation, Dissolution or Winding Up. Upon any voluntary or involuntary liquidation, dissolution or winding up of the CorporationCompany, no distribution shall be made (ai) to the holders of shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Preferred Stock unless, prior thereto, unless the holders of shares of Series A Preferred Stock shall have received for each share of Series A Preferred Stock, subject to adjustment as hereinafter provided, (iA) $1,000 250 per one one-thousandth of a share plus an amount equal to accrued and unpaid dividends and distributions thereon, whether or not declared, to the date of such payment or, (iiB) if greater than the amount specified in clause (a)(ii)(A) of this sentence, an amount equal to one thousand (1,000) 1,000 times the aggregate amount to be distributed per share to holders of Common Stock, as the same may be adjusted as hereinafter provided andprovided, and (bii) to the holders of shares stock ranking on a parity upon liquidation, dissolution or winding up with the Series A Preferred Stock, unless simultaneously therewith distributions are made ratably on the Series A Preferred Stock and all other shares of such parity stock in proportion to the total amounts to which the holders of shares of Series A Preferred Stock are entitled under clause (a)(ii)(A) of this sentence and to which the holders of such parity shares are entitled, in each case upon such liquidation, dissolution or winding up. The amount to which holders of Series A Preferred Stock may be entitled upon liquidation, dissolution or winding up of the Corporation Company pursuant to clause (a)(ii)(B) of the foregoing sentence is hereinafter referred to as the “"Participating Liquidation Amount” " and the multiple of the amount to be distributed to holders of shares of Common Stock upon the liquidation, dissolution or winding up of the Corporation Company applicable pursuant to said clause to the determination of the Participating Liquidation Amount, as said multiple may be adjusted from time to time as hereinafter provided, is hereinafter referred to as the “"Liquidation Multiple.” ". In the event the Corporation Company shall at any time after the Effective Date July 10, 1997, declare or pay any dividend on Common Stock payable in shares of Common Stock, or effect a subdivision or split or a combination, consolidation or reverse split of the outstanding shares of Common Stock into a greater or lesser number of shares of Common Stock, then, in each such case, the Liquidation Multiple thereafter applicable to the determination of the Participating Liquidation Amount to which holders of Series A Preferred Stock shall be entitled after such event shall be the Liquidation Multiple applicable immediately prior to such event multiplied by a fraction the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.

Liquidation, Dissolution or Winding Up. (a) Upon any voluntary or involuntary liquidation, dissolution or winding up of the Corporation, no distribution shall be made (ai) to the holders of the Common Stock or of shares of any other stock of the Corporation ranking junior (junior, either as to dividends or upon liquidation, dissolution or winding up) , to the Series A Preferred Stock unless, prior thereto, the holders of shares of Series A Preferred Stock shall have received for each share of Series A Preferred Stock$1000 per share, subject to adjustment as hereinafter provided, (i) $1,000 plus an amount equal to accrued and unpaid dividends and distributions thereon, whether or not declared, to the date of such payment orpayment, (ii) if greater than provided that, the holders of shares of Series A Preferred Stock shall be entitled to receive an aggregate amount specified in clause (a)(i) of this sentenceper share, an amount subject to the provision for adjustment hereinafter set forth, equal to one thousand (1,000) 1000 times the aggregate amount to be distributed per share to holders of shares of Common Stock, as the same may be adjusted as hereinafter provided and, or (bii) to the holders of shares of stock ranking on a parity either as to dividends or upon liquidation, dissolution or winding up with the Series A Preferred Stock, unless simultaneously therewith except distributions are made ratably on the Series A Preferred Stock and all other shares of such parity stock in proportion to the total amounts to which the holders of all such shares of Series A Preferred Stock are entitled under clause (a)(i) of this sentence and to which the holders of such parity shares are entitled, in each case upon such liquidation, dissolution or winding up. The amount In the event, however, that there are not sufficient assets available to which holders permit payment in full of the Series A Preferred Stock may be entitled upon liquidation, dissolution or winding up liquidation preference and the liquidation preferences of all other classes and series of stock of the Corporation pursuant Corporation, if any, that rank on a parity with the Series A Preferred Stock in respect thereof, then the assets available for such distribution shall be distributed ratably to clause (a)(i) the holders of the foregoing sentence is hereinafter referred to as the “Participating Liquidation Amount” Series A Preferred Stock and the multiple of the amount to be distributed to holders of such parity shares of Common Stock upon in the liquidation, dissolution or winding up of the Corporation applicable pursuant proportion to said clause to the determination of the Participating Liquidation Amount, as said multiple may be adjusted from time to time as hereinafter provided, is hereinafter referred to as the “Liquidation Multiple.” their respective liquidation preferences. In the event the Corporation shall at any time after the Effective Issue Date (A) declare or pay any dividend on the Common Stock payable in shares of Common Stock, or (B) effect a subdivision or split combination or a combination, consolidation or reverse split of the outstanding shares of Common Stock (by reclassification or otherwise than by payment of a dividend in shares of Common Stock) into a greater or lesser number of shares of Common Stock, then, then in each such case, case the Liquidation Multiple thereafter applicable to the determination of the Participating Liquidation Amount aggregate amount to which holders of shares of Series A Preferred Stock shall be were entitled after such event shall be the Liquidation Multiple applicable immediately prior to such event multiplied under the proviso in clause (i) of this Section 6(a) shall be adjusted by multiplying such amount by a fraction the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event. In the event the Corporation shall at any time declare or pay any dividend on the Series A Preferred Stock payable in shares of Series A Preferred Stock, or effect a subdivision, combination or consolidation of the outstanding shares of Series A Preferred Stock (by reclassification or otherwise than by payment of a dividend in shares of Series A Preferred Stock) into a greater or lesser number of shares of Series A Preferred Stock, then in each such case the aggregate amount to which holders of shares of Series A Preferred Stock were entitled immediately prior to such event under the proviso in clause (1) of paragraph (A) of this Section 6 shall be adjusted by multiplying such amount by a fraction, the numerator of which is the number of shares of Series A Preferred Stock that were outstanding immediately prior to such event and the denominator of which is the number of shares of Series A Preferred Stock outstanding immediately after such event.

Liquidation, Dissolution or Winding Up. (a) Upon any voluntary or involuntary the occurrence of a liquidation, dissolution or winding up of the Corporation, no the Holders as of the record date established by the Board for determination of stockholders entitled to receive a distribution shall be made (a) to the holders of shares ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Preferred Stock unless, prior thereto, the holders of shares of Series A Preferred Stock shall have received for each share of Series A Preferred Stock, subject to adjustment as hereinafter provided, (i) $1,000 plus an amount equal to accrued and unpaid dividends and distributions thereon, whether or not declared, to the date of in such payment or, (ii) if greater than the amount specified in clause (a)(i) of this sentence, an amount equal to one thousand (1,000) times the aggregate amount to be distributed per share to holders of Common Stock, as the same may be adjusted as hereinafter provided and, (b) to the holders of shares ranking on a parity upon liquidation, dissolution or winding up with of the Corporation, as applicable (the "Record Date"), shall be paid in cash for each share of Series D Preferred Stock then held, out of, but only to the extent of, the assets of the Corporation legally available for distribution to its stockholders, before any payment or distribution is made in respect of any Junior Securities, the greater of (i) an amount equal to the sum of (A) the Original Liquidation Preference (as defined below) (as adjusted for any stock split, combination, reclassification or similar event involving the Series A D Preferred Stock), plus (B) the monthly addition to the Accrued Liquidation Preference pursuant to Section 3(a) hereof and, (C) without duplication of any amounts referred to in the preceding clause (B), all accrued and unpaid dividends on such shares of Series D Preferred Stock (such sum, the "Accrued Liquidation Preference") on the date of such payment in respect of the Series D Preferred Stock, unless simultaneously therewith distributions are made ratably on and (ii) the Series A Preferred Stock and amount per share that would be payable to a Holder had all other shares of such parity stock in proportion to the total amounts to which the holders of shares of Series A D Preferred Stock are entitled under clause (a)(i) been converted to shares of this sentence and Common Stock pursuant to which Section 7 hereof immediately prior to the holders occurrence of such parity shares are entitled, in each case upon such liquidation, dissolution or winding up. The amount to which holders of Series A Preferred Stock may be entitled upon liquidation, dissolution or winding up If the assets of the Corporation available for distribution to the Holders shall be insufficient to permit payment in full to such Holders of the aggregate amount payable pursuant to clause (a)(i) the preceding sentence, then all of the foregoing sentence is hereinafter referred assets available for distribution to as the “Participating Liquidation Amount” and the multiple of the amount to Holders shall be distributed among and paid to holders of shares of Common Stock upon the liquidation, dissolution or winding up of the Corporation applicable pursuant to said clause such Holders ratably in proportion to the determination of the Participating Liquidation Amount, as said multiple may amounts that would be adjusted from time payable to time as hereinafter provided, is hereinafter referred such Holders if such assets were sufficient to as the “Liquidation Multiple.” In the event the Corporation shall at any time after the Effective Date declare or pay any dividend on Common Stock payable permit payment in shares of Common Stock, or effect a subdivision or split or a combination, consolidation or reverse split of the outstanding shares of Common Stock into a greater or lesser number of shares of Common Stock, then, in each such casefull. As used herein, the Liquidation Multiple thereafter applicable to the determination of the Participating Liquidation Amount to which holders of Series A Preferred Stock shall be entitled after such event shall be the Liquidation Multiple applicable immediately prior to such event multiplied by a fraction the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event."

Liquidation, Dissolution or Winding Up. Upon any liquidation (voluntary or involuntary liquidationotherwise), dissolution or winding up of the CorporationCompany, no distribution shall be made (a) to the holders of shares share capital ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Preferred Stock Shares unless, prior thereto, the holders of shares of Series A Preferred Stock shall Shares have received for each share of Series A Preferred Stock, subject to adjustment as hereinafter provided, (i) $1,000 plus an amount equal to accrued and unpaid dividends and distributions thereon, whether or not declared, to the date of such payment orpayment, (ii) if greater than the amount specified in clause (a)(i) of this sentence, plus an amount equal to one thousand the greater of (1,0001) $1,000.00 per share or (2) an aggregate amount per share, subject to the provision for adjustment hereinafter set forth, equal to 1,000 times the aggregate amount to be distributed per share to holders of Common StockOrdinary Shares, as the same may be adjusted as hereinafter provided and, or (b) to the holders of shares share ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up up) with the Series A Preferred StockShares, unless simultaneously therewith except distributions are made ratably on the Series A Preferred Stock Shares and all other shares of such parity stock share in proportion to the total amounts to which the holders of all such shares of Series A Preferred Stock are entitled under clause (a)(i) of this sentence and to which the holders of such parity shares are entitled, in each case upon such liquidation, dissolution or winding up. The In the event the Company at any time after the Rights Declaration Date (i) declares or pays any dividend on Ordinary Shares payable in Ordinary Shares, or (ii) effects a subdivision or combination or consolidation of the outstanding Ordinary Shares (by reclassification or otherwise than by payment of a dividend in Ordinary Shares) into a greater or lesser number of Ordinary Shares, then in each such case the aggregate amount per share to which holders of Series A Preferred Stock may be Shares were entitled upon liquidation, dissolution or winding up of the Corporation pursuant to clause (a)(i) of the foregoing sentence is hereinafter referred to as the “Participating Liquidation Amount” and the multiple of the amount to be distributed to holders of shares of Common Stock upon the liquidation, dissolution or winding up of the Corporation applicable pursuant to said clause to the determination of the Participating Liquidation Amount, as said multiple may be adjusted from time to time as hereinafter provided, is hereinafter referred to as the “Liquidation Multiple.” In the event the Corporation shall at any time after the Effective Date declare or pay any dividend on Common Stock payable in shares of Common Stock, or effect a subdivision or split or a combination, consolidation or reverse split of the outstanding shares of Common Stock into a greater or lesser number of shares of Common Stock, then, in each such case, the Liquidation Multiple thereafter applicable to the determination of the Participating Liquidation Amount to which holders of Series A Preferred Stock shall be entitled after such event shall be the Liquidation Multiple applicable immediately prior to such event multiplied under clause (a) of this paragraph shall be adjusted by multiplying such amount by a fraction fraction, the numerator of which is the number of shares of Common Stock Ordinary Shares outstanding immediately after such event and the denominator of which is the number of shares of Common Stock Ordinary Shares that were outstanding immediately prior to such event. In the event, however, that there are not sufficient assets available to permit payment in full of the liquidation preference provided for above and the liquidation preferences of all other classes and series of share of the Company, if any, that rank on a parity with the Series A Preferred Shares in respect thereof, then the assets available for such distribution shall be distributed ratably to the holders of the Series A Preferred Shares and the holders of such parity shares in proportion to their respective liquidation preferences. Neither the consolidation of nor merging of the Company with or into any other corporation or corporations, nor the sale or other transfer of all or substantially all of the assets of the Company, shall be deemed to be a liquidation, dissolution or winding up of the Company within the meaning of this Section 6.

Liquidation, Dissolution or Winding Up. Upon any voluntary or involuntary liquidation, dissolution or winding up of the Corporation, no distribution shall be made (ai) to the holders of shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A One Preferred Stock unless, prior thereto, unless the holders of shares of Series A One Preferred Stock shall have received for each share of Series A Preferred Stockreceived, subject to adjustment as hereinafter provided, (iA) $1,000 100 ($1.00 per one one-hundredth of a share) plus an amount equal to accrued and unpaid dividends and distributions thereon, whether or not declared, to the date of such payment orpayment, or (iiB) if greater than the amount specified in clause (a)(ii)(A) of this sentence, an amount equal to one thousand (1,000) 100 times the aggregate amount to be distributed per share to holders of Common Stock, as the same may be adjusted as hereinafter provided andprovided, and (bii) to the holders of shares stock ranking on a parity upon liquidation, dissolution or winding up with the Series A One Preferred Stock, unless simultaneously therewith distributions are made ratably on the Series A One Preferred Stock and all other shares of such parity stock in proportion to the total amounts to which the holders of shares of Series A One Preferred Stock are entitled under clause (a)(ii)(A) of this sentence and to which the holders of such parity shares are entitled, in each case upon such liquidation, dissolution or winding up. The amount to which holders of Series A One Preferred Stock may be entitled upon liquidation, dissolution or winding up of the Corporation pursuant to clause (a)(ii)(B) of the foregoing sentence is hereinafter referred to as the “"Participating Liquidation Amount” " and the multiple of the amount to be distributed to holders of shares of Common Stock upon the liquidation, dissolution or winding up of the Corporation applicable pursuant to said clause to the determination of the Participating Liquidation Amount, as said multiple may be adjusted from time to time as hereinafter provided, is hereinafter referred to as the “Liquidation Multiple.” In the event the Corporation shall at any time after the Effective Date declare or pay any dividend on Common Stock payable in shares of Common Stock, or effect a subdivision or split or a combination, consolidation or reverse split of the outstanding shares of Common Stock into a greater or lesser number of shares of Common Stock, then, in each such case, the Liquidation Multiple thereafter applicable to the determination of the Participating Liquidation Amount to which holders of Series A Preferred Stock shall be entitled after such event shall be the Liquidation Multiple applicable immediately prior to such event multiplied by a fraction the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event."

Liquidation, Dissolution or Winding Up. Upon any voluntary or involuntary liquidation, dissolution or winding up of the CorporationCompany, no distribution shall be made (ai) to the holders of shares ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Preferred Stock unless, prior thereto, Shares unless the holders of shares of Series A Preferred Stock Shares shall have received for each share of Series A Preferred Stockreceived, subject to adjustment as hereinafter provided, (iA) $1,000 100.00 per share plus an amount equal to accrued and unpaid dividends and distributions thereon, whether or not declared, to the date of such payment orpayment, or (iiB) if greater than the amount specified in clause (a)(ii)(A) of this sentence, an amount equal to one thousand (1,000) 100 times the aggregate amount to be distributed per share to holders of Common StockShares, as the same may be adjusted as hereinafter provided andprovided, and (bii) to the holders of shares ranking on a parity upon liquidation, dissolution or winding up with the Series A Preferred StockShares, unless simultaneously therewith distributions are made ratably on the Series A Preferred Stock Shares and all other shares of such parity stock in proportion to the total amounts to which the holders of shares of Series A Preferred Stock Shares are entitled under clause (a)(ii)(A) of this sentence and to which the holders of such parity shares are entitled, in each case upon such liquidation, dissolution or winding up. The amount to which holders of Series A Preferred Stock Shares may be entitled upon liquidation, dissolution or winding up of the Corporation Company pursuant to clause (a)(ii)(B) of the foregoing sentence is hereinafter referred to as the “Participating Liquidation Amount” and the multiple of the amount to be distributed to holders of shares of Common Stock Shares upon the liquidation, dissolution or winding up of the Corporation Company applicable pursuant to said clause to the determination of the Participating Liquidation Amount, as said multiple may be adjusted from time to time as hereinafter provided, is hereinafter referred to as the “Liquidation Multiple.” In ”. If the event the Corporation Company shall at any time after the Effective Date May 19, 2008 declare or pay any dividend on Common Stock Shares payable in shares of Common StockShares, or effect a subdivision or split or a combination, consolidation or reverse split of the outstanding shares of Common Stock Shares into a greater or lesser number of shares of Common StockShares, then, then in each such case, case the Liquidation Multiple thereafter applicable to the determination of the Participating Liquidation Amount to which holders of Series A Preferred Stock Shares shall be entitled after such event shall be the Liquidation Multiple applicable immediately prior to before such event multiplied by a fraction the numerator of which is the number of shares of Common Stock Shares outstanding immediately after such event and the denominator of which is the number of shares of Common Stock Shares that were outstanding immediately prior to before such event.

Liquidation, Dissolution or Winding Up. (1) Upon any voluntary or involuntary liquidation, dissolution or winding up of the Corporation, no distribution shall be made (ai) to the holders of shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A C Preferred Stock unless, prior thereto, unless the holders of shares of Series A C Preferred Stock outstanding shall have received out of the assets of the Corporation available for distribution to its shareholders after payment or provision for payment of any securities ranking senior to the Series C Preferred Stock, for each share of Series A C Preferred Stock, subject to adjustment as hereinafter provided, (iA) $1,000 .01 plus an amount equal to accrued and unpaid dividends and distributions thereon, whether or not declared, to the date of such payment or, (iiB) if greater than the amount specified in clause (a)(ii)(A) of this sentence, an amount equal to one thousand (1,000) 1000 times the aggregate amount to be distributed per share to holders of Class B Common Stock, as the same may be adjusted as hereinafter provided andprovided, and (bii) to the holders of shares stock ranking on a parity upon liquidation, dissolution or winding up with the Series A C Preferred Stock, unless simultaneously therewith distributions are made ratably on the Series A C Preferred Stock and all other shares of such parity stock in proportion to the total amounts to which the holders of shares of Series A C Preferred Stock are entitled under clause (a)(ii)(A) of this sentence and to which the holders of such parity shares are entitled, in each case upon such liquidation, dissolution or winding up. The amount to which holders of Series A C Preferred Stock may be entitled upon liquidation, dissolution or winding up of the Corporation pursuant to clause (a)(ii)(B) of the foregoing sentence is hereinafter referred to as the “Participating "Participation Liquidation Amount” " and the multiple of the amount to be distributed to holders of shares of Class B Common Stock upon the liquidation, dissolution or winding up of the Corporation applicable pursuant to said clause to the determination of the Participating Liquidation Amount, as said multiple may be adjusted from time to time as hereinafter provided, is hereinafter referred to as the “"Liquidation Multiple.” ". In the event the Corporation shall shall, at any time after the Effective Date issuance of any share or fraction of a share of Series C Preferred Stock, declare or pay any dividend or make any distribution on Class B Common Stock payable in shares of Class B Common Stock, or effect a subdivision or split or a combination, consolidation or reverse split of the outstanding shares of Class B Common Stock into a greater or lesser number of shares of Class B Common Stock, then, then in each such case, case the Liquidation Multiple thereafter applicable to the determination of the Participating Liquidation Amount to which holders of Series A C Preferred Stock shall be entitled after such event shall be the Liquidation Multiple applicable immediately prior to such event multiplied by a fraction the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event. Except as provided in this paragraph (g)(1), holders of Series C Preferred Stock shall not be entitled to any distribution in the event of liquidation, dissolution or winding up of the Corporation.

Liquidation, Dissolution or Winding Up. Upon any voluntary or involuntary liquidation, dissolution or winding up of the CorporationCompany, no distribution shall be made (ai) to the holders of shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Preferred Stock unless, prior thereto, unless the holders of shares of Series A Preferred Stock shall have received for each share of Series A Preferred Stockreceived, subject to adjustment as hereinafter provided, (iA) $1,000 100 per share plus an amount equal to accrued and unpaid dividends and distributions thereon, whether or not declared, to the date of such payment orpayment, or (iiB) if greater than the amount specified in clause (a)(ii)(A) of this sentence, an the amount equal to one thousand (1,000) 100 times the aggregate amount to be distributed per share to holders of Common Stock, as the same may be adjusted as hereinafter provided and, or (bii) to the holders of shares stock ranking on a parity upon liquidation, dissolution or winding up with the Series A Preferred Stock, unless simultaneously therewith distributions are made ratably on the Series A Preferred Stock and all other shares of such parity stock in proportion to the total amounts to which the holders of shares of Series A Preferred Stock are entitled under clause (a)(ii)(A) of this sentence and to which the holders of such parity shares are entitled, in each case upon such liquidation, dissolution or winding up. The amount to which holders of Series A Preferred Stock may be entitled upon liquidation, dissolution or winding up of the Corporation Company pursuant to clause (a)(ii)(B) of the foregoing sentence is hereinafter referred to as the “"Participating Liquidation Amount” " and the multiple of the amount to be distributed to holders of shares of Common Stock upon the liquidation, dissolution or winding up of the Corporation Company applicable pursuant to said such clause to the determination of the Participating Liquidation Amount, as said such multiple may be adjusted from time to time as hereinafter provided, is hereinafter referred to as the “"Liquidation Multiple.” ". In the event the Corporation Company shall at any time after the Effective Date November 19, 1997 declare or pay any dividend on Common Stock payable in shares of Common Stock, or effect a subdivision or split or a combination, consolidation or reverse split of the outstanding shares of Common Stock into a greater or lesser number of shares of Common Stock, then, then in each such case, case the Liquidation Multiple thereafter applicable to the determination of the Participating Liquidation Amount to which holders of Series A Preferred Stock shall be entitled after such event shall be the Liquidation Multiple applicable immediately prior to such event multiplied by a fraction the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.

Liquidation, Dissolution or Winding Up. Upon (A) Subject to the rights of the holders of any shares of any series of Preferred Stock of the Company ranking prior and superior to the Series 4 Junior Participating Preferred Stock with respect to liquidation, upon any liquidation (voluntary or involuntary liquidationotherwise), dissolution or winding up of the CorporationCompany, no distribution shall be made (ai) to the holders of shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A 4 Junior Participating Preferred Stock unless, prior thereto, the holders of shares of Series A 4 Junior Participating Preferred Stock shall have received for each share the greater of Series A Preferred Stock, subject to adjustment as hereinafter provided, (ia) $1,000 1,000.00 per share, plus an amount equal to accrued and unpaid dividends and distributions thereon, whether or not declared, to the date of such payment orand (b) an aggregate amount per share, (ii) if greater than subject to the amount specified in clause (a)(i) of this sentenceprovision for adjustment hereinafter set forth, an amount equal to one thousand (1,000) 1,000 times the aggregate amount to be distributed per share to the holders of Common Stock, as shares of WorldCom Stock (the same may be adjusted as hereinafter provided and, "Series 4 Liquidation Preference") and (bii) to the holders of shares of stock ranking on a parity upon liquidation, dissolution or winding up with the Series A 4 Preferred Stock, unless simultaneously therewith except distributions are made ratably on the Series A 4 Preferred Stock and all other shares of such parity stock in proportion to the total amounts to which the holders of all such shares of Series A Preferred Stock are entitled under clause (a)(i) of this sentence and to which the holders of such parity shares are entitled, in each case upon such liquidation, dissolution or winding up. The Following the payment of the full amount of the Series 4 Liquidation Preference, no additional distributions shall be made to which the holders of shares of Series A 4 Junior Participating Preferred Stock, unless, prior thereto, the holders of shares of WorldCom Stock may be entitled upon liquidationshall have received an amount per share (the "Common Adjustment") equal to the quotient obtained by dividing (x) the Series 4 Liquidation Preference by (y) 1,000 (as appropriately adjusted as set forth in subparagraph C below to reflect such events as stock dividends, dissolution or winding up of and subdivisions, combinations and consolidations with respect to the Corporation pursuant to WorldCom Stock) (such number in clause (a)(iy) of the foregoing sentence is hereinafter being referred to as the “Participating "Adjustment Number"). Following the payment of the full amount of the Series 4 Liquidation Amount” Preference and the multiple Common Adjustment in respect of the amount to be distributed to all outstanding shares of Series 4 Junior Participating Preferred Stock and WorldCom Stock, respectively, holders of Series 4 Junior Participating Preferred Stock and holders of shares of Common WorldCom Stock upon the liquidation, dissolution or winding up shall receive their ratable and proportionate share of the Corporation applicable pursuant remaining assets to said clause to be distributed in the determination ratio of the Adjustment Number to 1 with respect to such Series 4 Junior Participating Liquidation Amount, as said multiple may be adjusted from time to time as hereinafter provided, is hereinafter referred to as the “Liquidation Multiple.” In the event the Corporation shall at any time after the Effective Date declare or pay any dividend on Common Preferred Stock payable in shares of Common and WorldCom Stock, or effect on a subdivision or split or a combinationper share basis, consolidation or reverse split of the outstanding shares of Common Stock into a greater or lesser number of shares of Common Stock, then, in each such case, the Liquidation Multiple thereafter applicable to the determination of the Participating Liquidation Amount to which holders of Series A Preferred Stock shall be entitled after such event shall be the Liquidation Multiple applicable immediately prior to such event multiplied by a fraction the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such eventrespectively.

Liquidation, Dissolution or Winding Up. Upon any voluntary or involuntary liquidation, dissolution or winding up of the CorporationCompany, no distribution shall be made (aA) to the holders of the Common Stock or of shares of any other stock of the Company ranking junior (either as to dividends or junior, upon liquidation, dissolution or winding up) , to the Series A Preferred Stock unless, prior thereto, the holders of shares of Series A Preferred Stock shall have received for each share of Series A Preferred Stock$100 per share, subject to adjustment as hereinafter provided, (i) $1,000 plus an amount equal to accrued and unpaid dividends and distributions thereon, whether or not earned or declared, to the date of such payment orpayment, (ii) if greater than provided that the holders of shares of Series A Preferred Stock shall be entitled to receive an aggregate amount specified in clause (a)(i) of this sentenceper share, an amount subject to the provision for adjustment hereinafter set forth, equal to one thousand (1,000) 1000 times the aggregate amount to be distributed per share to holders of shares of Common Stock, as the same may be adjusted as hereinafter provided and, or (bB) to the holders of shares of stock ranking on a parity upon liquidation, dissolution or winding up with the Series A Preferred Stock, unless simultaneously therewith except distributions are made ratably on the Series A Preferred Stock and all other shares of such parity stock in proportion to the total amounts to which the holders of all such shares of Series A Preferred Stock are entitled under clause (a)(i) of this sentence and to which the holders of such parity shares are entitled, in each case upon such liquidation, dissolution or winding up. The amount In the event, however, that there are not sufficient assets available to which holders permit payment in full of the Series A liquidation preference and the liquidation preferences of all other classes and series of stock of the Company, if any, that rank on a parity with the Series A Preferred Stock may in respect thereof, then the assets available for such distribution shall be entitled upon liquidation, dissolution or winding up distributed ratably to the holders of the Corporation pursuant to clause (a)(i) of the foregoing sentence is hereinafter referred to as the “Participating Liquidation Amount” Series A Preferred Stock and the multiple of the amount to be distributed to holders of such parity shares of Common Stock upon in the liquidation, dissolution or winding up of the Corporation applicable pursuant proportion to said clause to the determination of the Participating Liquidation Amount, as said multiple may be adjusted from time to time as hereinafter provided, is hereinafter referred to as the “Liquidation Multiple.” their respective liquidation preferences. In the event the Corporation Company shall at any time after the Effective Date June 3, 1998 declare or pay any dividend on the Common Stock payable in shares of Common Stock, or effect a subdivision or split combination or a combination, consolidation or reverse split of the outstanding shares of Common Stock (by reclassification or otherwise than by payment of a dividend in shares of Common Stock) into a greater or lesser number of shares of Common Stock, then, then in each such case, case the Liquidation Multiple thereafter applicable to the determination of the Participating Liquidation Amount aggregate amount to which holders of shares of Series A Preferred Stock shall be were entitled after such event shall be the Liquidation Multiple applicable immediately prior to such event multiplied under the proviso in clause (A) of the preceding sentence shall be adjusted by multiplying such amount by a fraction the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.

Liquidation, Dissolution or Winding Up. Upon any voluntary or involuntary liquidation, dissolution or winding up of the Corporation, no distribution shall be made (a) If the Corporation shall commence a voluntary case under the United States bankruptcy laws or any applicable bankruptcy, insolvency or similar law of any other country, or consent to the holders entry of shares ranking junior (either as to dividends an order for relief in an involuntary case under any such law or upon liquidation, dissolution or winding up) to the Series A Preferred Stock unlessappointment of a receiver, prior theretoliquidator, assignee, custodian, trustee, sequestrator (or other similar official) of the Corporation or of any substantial part of its property, or make an assignment for the benefit of its creditors, or admit in writing its inability to pay its debts generally as they become due (any such event, a "Voluntary Liquidation Event"), or if a decree or order for relief in respect of the Corporation shall be entered by a court having jurisdiction in the premises in an involuntary case under the United States bankruptcy laws or any applicable bankruptcy, insolvency or similar law of any other country, or appointing a receiver, liquidator, assignee, custodian, trustee, sequestrator (or other similar official) of the Corporation or of any substantial part of its property, or ordering the winding up or liquidation of its affairs, and on account of any such event the Corporation shall liquidate, dissolve or wind up, or if the Corporation shall otherwise liquidate, dissolve or wind up, the holders of shares of Series A Preferred Stock shall have received for each share of Series A Preferred Stock, subject to adjustment as hereinafter provided, (i) $1,000 plus an amount equal to accrued and unpaid dividends and distributions thereon, whether or not declared, to the date of such payment or, (ii) if greater than the amount specified in clause (a)(i) of this sentence, an amount equal to one thousand (1,000) times the aggregate amount to be distributed per share to holders of Common Stock, as the same may be adjusted as hereinafter provided and, (b) to the holders of shares ranking on a parity upon liquidation, dissolution or winding up with the Series A Preferred Stock, unless simultaneously therewith distributions are made ratably on the Series A Preferred Stock and all other shares of such parity stock in proportion to the total amounts to which the holders of shares of Series A Preferred Stock are entitled under clause (a)(i) of this sentence and to which the holders of such parity shares are entitled, in each case upon such liquidation, dissolution or winding up. The amount to which holders of Series A Preferred Stock may be entitled upon liquidation, dissolution or winding up of the Corporation pursuant to clause (a)(i) of the foregoing sentence is hereinafter referred to as the “Participating Liquidation Amount” and the multiple of the amount to be distributed to holders of shares of Common Stock upon the liquidation, dissolution or winding up of the Corporation applicable pursuant to said clause to the determination of the Participating Liquidation Amount, as said multiple may be adjusted from time to time as hereinafter provided, is hereinafter referred to as the “Liquidation Multiple.” In the event the Corporation shall at any time after the Effective Date declare or pay any dividend on Common Stock payable in shares of Common Stock, or effect a subdivision or split or a combination, consolidation or reverse split of the outstanding shares of Common Stock into a greater or lesser number of shares of Common Stock, then, in each such case, the Liquidation Multiple thereafter applicable to the determination of the Participating Liquidation Amount to which holders of Series A Preferred Stock shall be entitled after such event to receive the Liquidation Amount prior to any payment being made or any property of the Corporation being distributed to the holders of the Common Stock or the holders of any Junior Stock. After payment to the holders of the Preferred Stock of the Liquidation Amount, the holders of the Preferred Stock shall be entitled to receive (rateably with the Liquidation Multiple applicable immediately prior to holders of the Common Shares) for each share of Preferred Stock held, the amount which would have been received by the Holder of such event multiplied by a fraction Preferred Stock if on the numerator record date for such distribution, the holder of which is such Preferred Stock had converted such Preferred Stock into the number of shares of Common Stock outstanding immediately after into which such event and Preferred Stock was convertible on the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to record date for such eventdistribution.

Liquidation, Dissolution or Winding Up. Upon In the event of any voluntary or involuntary liquidation, dissolution or winding up of the CorporationCompany, no distribution the holders of shares of Series C Participating Preferred Stock then outstanding shall be made (a) entitled to be paid out of the assets of the Company available for distribution to its shareholders, after and subject to the payment in full of all amounts required to be distributed to the holders of any class or series of stock of the Company ranking on liquidation prior and in preference to the Series C Participating Preferred Stock, but before any payment shall be made to the holders of any other shares of capital stock of the Company ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A C Participating Preferred Stock unlessby reason of their ownership thereof, prior thereto, the holders of shares of Series A Preferred Stock shall have received for each an amount equal to $1,000 per share of Series A C Participating Preferred Stock, subject to adjustment as hereinafter provided, (i) $1,000 plus an amount equal to accrued and unpaid dividends and distributions thereon, whether or not earned or declared, to the date of such payment or, (ii) if greater than the "Series C Liquidation Preference"). Following the payment of the full amount specified in clause (a)(i) of this sentence, an amount equal to one thousand (1,000) times the aggregate amount to be distributed per share to holders of Common Stock, as the same may be adjusted as hereinafter provided and, (b) to the holders of shares ranking on a parity upon liquidation, dissolution or winding up with the Series A Preferred StockC Liquidation Preference, unless simultaneously therewith no additional distributions are shall be made ratably on the Series A Preferred Stock and all other shares of such parity stock in proportion to the total amounts to which the holders of shares of Series A C Participating Preferred Stock are entitled under clause (a)(i) of this sentence and to which unless, prior thereto, the holders of shares of Common Stock shall have received an amount per share (the "Common Adjustment") equal to the quotient obtained by dividing (i) the Series C Liquidation Preference by (ii) 1,000 (as appropriately adjusted as set forth in subparagraph (C) below to reflect such parity events as stock splits, stock dividends and recapitalizations with respect to the Common Stock) (such number in clause (ii), the "Adjustment Number"). Following the payment of the full amount of the Series E Liquidation Preference and the Common Adjustment in respect of all outstanding shares are entitledof Series C Participating Preferred Stock and Common Stock, in each case upon such liquidationrespectively, dissolution or winding up. The amount to which holders of Series A C Participating Preferred Stock may and holders of shares of Common Stock shall receive their ratable and proportionate share of the remaining assets to be entitled distributed in the ratio of the Adjustment Number to 1 with respect to such Preferred Stock and Common Stock, on a per share basis, respectively. In the event, however, that upon any such liquidation, dissolution or winding up of the Corporation pursuant to clause (a)(i) Company, the remaining assets of the foregoing sentence is hereinafter referred Company available for distribution to as its shareholders and any other series of preferred stock, if any, ranking on liquidation on a parity with the “Series C Participating Liquidation Amount” and Preferred Stock shall be insufficient to pay the multiple of the amount to be distributed to holders of shares of Common Series C Participating Preferred Stock upon the liquidationfull amount to which they shall be entitled, dissolution or winding up the holders of shares of Series C Participating Preferred Stock and any other series of preferred stock ranking on liquidation on a parity with the Series C Participating Preferred Stock shall share ratably in any distribution of the Corporation applicable pursuant to said clause remaining assets and funds of the Company in proportion to the determination respective amounts which would otherwise be payable in respect of the Participating Liquidation Amountshares held by them upon such distribution if all amounts payable on or with respect to such shares were paid in full. In the event, as said multiple may however, that there are not sufficient assets available to permit payment in full of the Common Adjustment, then such remaining assets shall be adjusted from time distributed ratably to time as hereinafter provided, is hereinafter referred to as the “Liquidation Multiple.” holders of Common Stock. In the event the Corporation Company shall at any time after the Effective Date June 29, 1999 (i) declare or pay any dividend on Common Stock payable in shares of Common Stock, or effect a subdivision or split or a combination, consolidation or reverse split of (ii) subdivide the outstanding shares of Common Stock, or (iii) combine the outstanding Common Stock into a greater or lesser smaller number of shares of Common Stockshares, then, then in each such case, case the Liquidation Multiple thereafter applicable to the determination of the Participating Liquidation Amount to which holders of Series A Preferred Stock shall be entitled after such event shall be the Liquidation Multiple applicable Adjustment Number in effect immediately prior to such event multiplied shall be adjusted by multiplying such Adjustment Number by a fraction the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.

Liquidation, Dissolution or Winding Up. Upon (a) If the Corporation shall commence a voluntary case under the Federal bankruptcy laws or any voluntary other applicable Federal or state bankruptcy, insolvency or similar law, or consent to the entry of any order for relief in an involuntary liquidationcase under such law or to the appointment of a receiver, dissolution liquidator, assignee, custodian, trustee, sequestrator (or winding up other similar official) of the Corporation, no or of any substantial part of its property, or make an 5 110 assignment for the benefit of its creditors, or admit in writing its inability to pay its debts generally as they become due, or if a decree or order for relief in respect of the Corporation shall be entered by a court having jurisdiction in the premises in an involuntary case under the Federal bankruptcy laws or any other applicable Federal or state bankruptcy, insolvency or similar law, or appointing a receiver, liquidator, assignee, custodian, trustee, sequestrator (or other similar official) of the Corporation or of any substantial part of its property, or ordering the winding-up or liquidation or its affairs, and on account of any such event the Corporation shall liquidate, dissolve or wind up, or if the Corporation shall otherwise liquidate, dissolve or wind up, subject to the prior rights of holders of any Senior Stock, but before any distribution or payment shall be made (a) to the holders of shares ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Preferred Stock unless, prior theretoJunior Stock, the holders of shares of Series A B Preferred Stock shall have received for each share be entitled to receive, on a parity with holders of Series A Preferred Parity Stock, subject out of the assets of the Corporation legally available for distribution to adjustment as hereinafter providedstockholders, the greater of: (i) $1,000 the Series B Liquidation Preference of the shares of Series B Preferred Stock held by the holder; or (ii) the Fair Market Value of the cash, securities and other property that such holder of the Series B Preferred Stock would have received had they converted their Series B Preferred Stock (including for such purposes any shares of Series B Preferred Stock issuable in respect of Accrued Dividends) into shares of Common Stock immediately prior to such liquidation, dissolution or winding-up, plus an amount equal Accrued Dividends payable in cash to accrued and unpaid dividends and distributions thereonthe extent not otherwise reflected pursuant to the preceding parenthetical phrase of this clause (ii) (including for such purposes any shares of Series B Preferred Stock issuable in respect of Accrued Dividends, whether or not declared, to through the date of such payment orliquidation, (ii) if greater than dissolution or winding-up). If upon any liquidation, dissolution or winding-up of the Corporation, the available assets of the Corporation are insufficient to pay the amount specified of the liquidating distributions on all outstanding shares of Series B Preferred Stock and the corresponding amounts payable on all Parity Stock in clause (a)(i) the distribution of this sentenceassets, an amount equal to one thousand (1,000) times the aggregate amount to be distributed per share to holders of Common Stock, as the same may be adjusted as hereinafter provided and, (b) to then the holders of shares ranking on a parity upon liquidation, dissolution or winding up with of the Series A Preferred Stock, unless simultaneously therewith distributions are made ratably on the Series A B Preferred Stock and all other shares the Parity Stock shall share equally and ratably in any distribution of such parity stock assets of the Corporation first in proportion to the total amounts full liquidating distributions per share to which they would otherwise be respectively entitled and then in proportion to their respective amounts of accrued but unpaid dividends. After payment of the full amount of the greater of the amounts set forth in clause (i) or (ii) above to which they are entitled, the holders of shares of Series A B Preferred Stock are will not be entitled under clause (a)(i) to any further participation in any distribution of assets of the Corporation and shall not be entitled to any other distribution. For the purposes of this sentence and Section 4, neither the consolidation, merger or other business combination of the Corporation with or into any other entity or entities nor the sale of all or substantially all the assets of the Corporation shall be deemed to which the holders of such parity shares are entitled, in each case upon such be a liquidation, dissolution or winding up. The amount to which holders of Series A Preferred Stock may be entitled upon liquidation, dissolution or winding winding-up of the Corporation pursuant to clause (a)(i) of the foregoing sentence is hereinafter referred to as the “Participating Liquidation Amount” and the multiple of the amount to be distributed to holders of shares of Common Stock upon the liquidation, dissolution or winding up of the Corporation applicable pursuant to said clause to the determination of the Participating Liquidation Amount, as said multiple may be adjusted from time to time as hereinafter provided, is hereinafter referred to as the “Liquidation MultipleCorporation.” In the event the Corporation shall at any time after the Effective Date declare or pay any dividend on Common Stock payable in shares of Common Stock, or effect a subdivision or split or a combination, consolidation or reverse split of the outstanding shares of Common Stock into a greater or lesser number of shares of Common Stock, then, in each such case, the Liquidation Multiple thereafter applicable to the determination of the Participating Liquidation Amount to which holders of Series A Preferred Stock shall be entitled after such event shall be the Liquidation Multiple applicable immediately prior to such event multiplied by a fraction the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.

Liquidation, Dissolution or Winding Up. Upon any voluntary or involuntary liquidation, dissolution or winding up of the Corporation, no distribution shall be made (ai) to the holders of shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A B Preferred Stock unless, prior thereto, unless the holders of shares of Series A B Preferred Stock shall have received for each share of Series A Preferred Stockreceived, subject to adjustment as hereinafter provided, (iA) $1,000 20.00 per one one-thousandth (1/1000) of a share plus an amount equal to accrued and unpaid dividends and distributions thereon, whether or not declared, to the date of such payment or, (iiB) if greater than the amount specified in clause (a)(ii)(A) of this sentence, an amount equal to one thousand (1,000) 1,000 times the aggregate amount to be distributed per share to holders of Common Stock, as the same may be adjusted as hereinafter provided and, and (bii) to the holders of shares stock ranking on a parity upon liquidation, dissolution or winding up with the Series A B Preferred Stock, unless simultaneously therewith distributions are made ratably on the Series A B Preferred Stock and all other shares of such parity stock in proportion to the total amounts to which the holders of shares of Series A B Preferred Stock are entitled under clause (a)(ii)(A) of this sentence and to which the holders of such parity shares are entitled, in each case upon such liquidation, dissolution or winding up. The amount to which holders of Series A B Preferred Stock may be entitled upon liquidation, dissolution or winding up of the Corporation pursuant to clause (a)(ii)(B) of the foregoing sentence is hereinafter referred to as the “"Participating Liquidation Amount” " and the multiple of the amount to be distributed to holders of shares of Common Stock upon the liquidation, dissolution or winding up of the Corporation applicable pursuant to said clause to the determination of the Participating Liquidation Amount, as said multiple may be adjusted from time to time as hereinafter provided, is hereinafter referred to as the “Liquidation Multiple.” In the event the Corporation shall at any time after the Effective Date declare or pay any dividend on Common Stock payable in shares of Common Stock, or effect a subdivision or split or a combination, consolidation or reverse split of the outstanding shares of Common Stock into a greater or lesser number of shares of Common Stock, then, in each such case, the Liquidation Multiple thereafter applicable to the determination of the Participating Liquidation Amount to which holders of Series A Preferred Stock shall be entitled after such event shall be the Liquidation Multiple applicable immediately prior to such event multiplied by a fraction the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event."

Liquidation, Dissolution or Winding Up. Upon any voluntary or involuntary liquidation, dissolution or winding up of the CorporationCompany, no distribution shall be made (ai) to the holders of shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Preferred Stock unless, prior thereto, unless the holders of shares of Series A Preferred Stock shall have received for each share of Series A Preferred Stock, subject to adjustment as hereinafter provided, (iA) $1,000 plus an amount equal to accrued and unpaid dividends and distributions thereon, whether or not declared, to the date of such payment or, (iiB) if greater than the amount specified in clause (a)(ii)(A) of this sentence, an amount equal to one thousand (1,000) 1,000 times the aggregate amount to be distributed per share to holders of Common Stock, as the same may be adjusted as hereinafter provided and, and (bii) to the holders of shares stock ranking on a parity upon liquidation, dissolution or winding up with the Series A Preferred Stock, unless simultaneously therewith distributions are made ratably on the Series A Preferred Stock and all other shares of such parity stock in proportion to the total amounts to which the holders of shares of Series A Preferred Stock are entitled under clause (a)(ii)(A) of this sentence and to which the holders of such parity shares are entitled, in each case upon such liquidation, dissolution or winding up. The amount to which holders of Series A Preferred Stock may be entitled upon liquidation, dissolution or winding up of the Corporation Company pursuant to clause (a)(ii)(B) of the foregoing sentence is hereinafter referred to as the “"Participating Liquidation Amount” " and the multiple of the amount to be distributed to holders of shares of Common Stock upon the liquidation, dissolution or winding up of the Corporation Company applicable pursuant to said clause to the determination of the Participating Liquidation Amount, as said multiple may be adjusted from time to time as hereinafter provided, is hereinafter referred to as the “"Liquidation Multiple.” ". In the event the Corporation Company shall at any time after the Effective Date August 16, 1999 declare or pay any dividend on Common Stock payable in shares of Common Stock, or effect a subdivision or split or a combination, consolidation or reverse split of the outstanding shares of Common Stock into a greater or lesser number of shares of Common Stock, then, in each such case, the Liquidation Multiple thereafter applicable to the determination of the Participating Liquidation Amount to which holders of Series A Preferred Stock shall be entitled after such event shall be the Liquidation Multiple applicable immediately prior to such event multiplied by a fraction the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.

Liquidation, Dissolution or Winding Up. (a) Upon any liquidation (voluntary or involuntary liquidationotherwise), dissolution or winding up of the Corporation, no distribution shall be made (a) to the holders of shares of Common Stock or any other stock of the Corporation ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Preferred B Stock unless, prior thereto, the holders of shares of Series A Preferred B Stock shall have received for each $100.00 per share of Series A Preferred Stock, subject to adjustment as hereinafter provided, (i) $1,000 plus an amount equal to all accrued and unpaid dividends and distributions thereon, whether or not declared, to the date of such distribution (the “Series B Liquidation Preference”). Following the payment orof the full amount of the Series B Liquidation Preference, no additional distributions shall be made to the holders of shares of Series B Stock unless, prior thereto, the holders of shares of Common Stock (which term shall include, for the purposes only of this Section 6, any Series of the Corporation’s Preferred Stock ranking on a parity with the Common Stock upon liquidation, dissolution or winding up) shall have received an amount per share (the “Common Adjustment”) equal to the quotient obtained by dividing (i) the Series B Liquidation Preference by (ii) if greater than 100 (as appropriately adjusted as set forth in Section 8 hereof to reflect such events as stock splits, stock dividends and recapitalizations with respect to the amount specified Common Stock; such number in this clause (a)(i) of this sentence, an amount equal to one thousand (1,000) times the aggregate amount to be distributed per share to holders of Common Stockii), as the same may be adjusted as hereinafter provided and, (b) to the holders of shares ranking on a parity upon liquidation, dissolution or winding up with the Series A Preferred Stock, unless simultaneously therewith distributions are made ratably on the Series A Preferred Stock and all other shares of such parity stock in proportion to the total amounts to which the holders of shares of Series A Preferred Stock are entitled under clause (a)(i) of this sentence and to which the holders of such parity shares are entitled, in each case upon such liquidation, dissolution or winding up. The amount to which holders of Series A Preferred Stock may be entitled upon liquidation, dissolution or winding up of the Corporation pursuant to clause (a)(i) of the foregoing sentence is hereinafter referred to as the “Participating Liquidation Amount” and the multiple of the amount to be distributed to holders of shares of Common Stock upon the liquidation, dissolution or winding up of the Corporation applicable pursuant to said clause to the determination of the Participating Liquidation Amount, as said multiple may be adjusted from time to time as hereinafter providedtime, is hereinafter referred to as the “Liquidation Multiple.” Adjustment Number”. In the event event, however, that there are not sufficient assets available to permit payment in full of the Corporation Common Adjustment, then any remaining assets shall at any time after be distributed ratably to the Effective Date declare or pay any dividend on Common Stock payable in shares holders of Common Stock, or effect a subdivision or split or a combination, consolidation or reverse split . Following the payment of the full amount of the Series B Liquidation Preference and the Common Adjustment in respect of all outstanding shares of Series B Stock and Common Stock into a greater or lesser number Stock, respectively, holders of shares of Common Stock, then, in each such case, the Liquidation Multiple thereafter applicable to the determination of the Participating Liquidation Amount to which Series B Stock and holders of Series A Preferred Stock shall be entitled after such event shall be the Liquidation Multiple applicable immediately prior to such event multiplied by a fraction the numerator of which is the number of shares of Common Stock outstanding immediately after such event shall receive their ratable and proportionate share of any remaining assets to be distributed in the denominator ratio of which is the number of shares of Common Stock that were outstanding immediately prior Adjustment Number to one (1) with respect to such eventSeries B Stock and Common Stock, on a per share basis, respectively.

Liquidation, Dissolution or Winding Up. Upon any voluntary or involuntary liquidation, dissolution or winding up of the CorporationCompany, no distribution shall be made (aA) to the holders of the Common Stock or of shares of any other stock of the Company ranking junior (either as to dividends or junior, upon liquidation, dissolution or winding up) , to the Series A Junior Preferred Stock unless, prior thereto, the holders of shares of Series A Junior Preferred Stock shall have received for each share of Series A Preferred Stock, subject to adjustment as hereinafter provided, (i) $1,000 per share, plus an amount equal to accrued and unpaid dividends and other distributions thereon, whether or not earned or declared, to the date of such payment orpayment, (ii) if greater than provided that the holders of shares of Junior Preferred Stock shall be entitled to receive an aggregate amount specified in clause (a)(i) of this sentenceper share, an amount subject to the provision for adjustment hereinafter set forth, equal to one thousand (1,000) 1,000 times the aggregate amount to be distributed per share to holders of shares of Common Stock, as the same may be adjusted as hereinafter provided and, or (bB) to the holders of shares of stock ranking on a parity upon liquidation, dissolution or winding up with the Series A Junior Preferred Stock, unless simultaneously therewith except distributions are made ratably on the Series A Junior Preferred Stock and all other shares of such parity stock in proportion to the total amounts to which the holders of all such shares of Series A Preferred Stock are entitled under clause (a)(i) of this sentence and to which the holders of such parity shares are entitled, in each case upon such liquidation, dissolution or winding up. The amount If, however, there are not sufficient assets available to which permit payment in full of the Junior Preferred Stock liquidation preference and the liquidation preferences of all other classes and series of stock of the Company, if any, that rank on a parity with the Junior Preferred Stock in respect thereof, then the assets available for such distribution shall be distributed ratably to the holders of Series A the Junior Preferred Stock may be entitled upon liquidation, dissolution or winding up of the Corporation pursuant to clause (a)(i) of the foregoing sentence is hereinafter referred to as the “Participating Liquidation Amount” and the multiple of the amount to be distributed to holders of such parity shares of Common Stock upon in the liquidation, dissolution or winding up of proportion to their respective liquidation preferences. If the Corporation applicable pursuant to said clause to the determination of the Participating Liquidation Amount, as said multiple may be adjusted from time to time as hereinafter provided, is hereinafter referred to as the “Liquidation Multiple.” In the event the Corporation Company shall at any time after the Effective Issue Date declare or pay any dividend on the Common Stock payable in shares of Common Stock, or effect a subdivision or split combination or a combination, consolidation or reverse split of the outstanding shares of Common Stock (by reclassification or otherwise than by payment of a dividend in shares of Common Stock) into a greater or lesser number of shares of Common Stock, then, then in each such case, case the Liquidation Multiple thereafter applicable to the determination of the Participating Liquidation Amount aggregate amount to which holders of Series A shares of Junior Preferred Stock shall be were entitled after such event shall be the Liquidation Multiple applicable immediately prior to such event multiplied under the proviso in clause (A) of the preceding sentence shall be adjusted by multiplying such amount by a fraction the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event. Neither the merger nor consolidation of the Company into or with another entity nor the merger or consolidation of any other entity into or with the Company (nor the sale of all or substantially all of the assets of the Company) shall be deemed to be a liquidation, dissolution or winding up of the Company within the meaning of this Section 6. The Junior Preferred Stock liquidation preference will not be added to the liabilities of the Company for the purpose of determining whether under the Maryland General Corporation Law a distribution may be made to stockholders of the Company whose preferential rights upon dissolution of the Company are junior to those of Junior Preferred Stock.

Liquidation, Dissolution or Winding Up. Upon any voluntary or involuntary liquidation, dissolution or winding up of the Corporation, no distribution shall be made (ai) to the holders of shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A D Preferred Stock unless, prior thereto, unless the holders of shares of Series A D Preferred Stock shall have received for each share of Series A Preferred Stockreceived, subject to adjustment as hereinafter provided, (iA) $1,000 100 per one one-hundredth (1/100) share plus an amount equal to accrued and unpaid dividends and distributions thereon, whether or not declared, to the date of such payment or, (iiB) if greater than the amount specified in clause (a)(ii)(A) of this sentence, an amount equal to one thousand (1,000) 100 times the aggregate amount to be distributed per share to holders of Common Stock, as the same may be adjusted as hereinafter provided and, and (bii) to the holders of shares stock ranking on a parity upon liquidation, dissolution or winding up with the Series A D Preferred Stock, unless simultaneously therewith distributions are made ratably on the Series A D Preferred Stock and all other shares of such parity stock in proportion to the total amounts to which the holders of shares of Series A D Preferred Stock are entitled under clause (a)(ii)(A) of this sentence and to which the holders of such parity shares are entitled, in each case upon such liquidation, dissolution or winding up. The amount to which holders of Series A D Preferred Stock may be entitled upon liquidation, dissolution or winding up of the Corporation pursuant to clause (a)(ii)(B) of the foregoing sentence is hereinafter referred to as the “"Participating Liquidation Amount” " and the multiple of the amount to be distributed to holders of shares of Common Stock upon the liquidation, dissolution or winding up of the Corporation applicable pursuant to said clause to the determination of the Participating Liquidation Amount, as said multiple may be adjusted from time to time as hereinafter provided, is hereinafter referred to as the “Liquidation Multiple.” In the event the Corporation shall at any time after the Effective Date declare or pay any dividend on Common Stock payable in shares of Common Stock, or effect a subdivision or split or a combination, consolidation or reverse split of the outstanding shares of Common Stock into a greater or lesser number of shares of Common Stock, then, in each such case, the Liquidation Multiple thereafter applicable to the determination of the Participating Liquidation Amount to which holders of Series A Preferred Stock shall be entitled after such event shall be the Liquidation Multiple applicable immediately prior to such event multiplied by a fraction the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event."

Liquidation, Dissolution or Winding Up. Upon any voluntary or involuntary liquidation, dissolution or winding up of the CorporationCompany, no distribution shall be made (ai) to the holders of shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Preferred Stock unless, prior thereto, unless the holders of shares of Series A Preferred Stock shall have received for each share of Series A Preferred Stockreceived, subject to adjustment as hereinafter provided, (iA) $1,000 1.00 per one one- thousandth (1/1000) of a share plus an amount equal to accrued and unpaid dividends and distributions thereon, whether or not declared, to the date of such payment or, (iiB) if greater than the amount specified in clause (a)(ii)(A) of this sentence, an amount equal to one thousand (1,000) 1,000 times the aggregate amount to be distributed per share to holders of Common Stock, as the same may be adjusted as hereinafter provided and, and (bii) to the holders of shares stock ranking on a parity upon liquidation, dissolution or winding up with the Series A Preferred Stock, unless simultaneously therewith distributions are made ratably on the Series A Preferred Stock and all other shares of such parity stock in proportion to the total amounts to which the holders of shares of Series A Preferred Stock are entitled under clause (a)(ii)(A) of this sentence and to which the holders of such parity shares are entitled, in each case upon such liquidation, dissolution or winding up. The amount to which holders of Series A Preferred Stock may be entitled upon liquidation, dissolution or winding up of the Corporation Company pursuant to clause (a)(ii)(B) of the foregoing sentence is hereinafter referred to as the “"Participating Liquidation Amount” " and the multiple of the amount to be distributed to holders of shares of Common Stock upon the liquidation, dissolution or winding up of the Corporation Company applicable pursuant to said clause to the determination of the Participating Liquidation Amount, as said multiple may be adjusted from time to time as hereinafter provided, is hereinafter referred to as the “Liquidation Multiple.” In the event the Corporation shall at any time after the Effective Date declare or pay any dividend on Common Stock payable in shares of Common Stock, or effect a subdivision or split or a combination, consolidation or reverse split of the outstanding shares of Common Stock into a greater or lesser number of shares of Common Stock, then, in each such case, the Liquidation Multiple thereafter applicable to the determination of the Participating Liquidation Amount to which holders of Series A Preferred Stock shall be entitled after such event shall be the Liquidation Multiple applicable immediately prior to such event multiplied by a fraction the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event."

Liquidation, Dissolution or Winding Up. Upon any voluntary or involuntary liquidation, dissolution or winding up of the CorporationCompany, no distribution shall be made (aA) to the holders of the Ordinary Shares or of shares of any other stock of the Company ranking junior (either as to dividends or junior, upon liquidation, dissolution or winding up) , to the Series A Junior Preferred Stock unless, prior thereto, the holders of shares of Series A Junior Preferred Stock shall have received for each share of Series A Preferred Stock$2,000.00 per share, subject to adjustment as hereinafter provided, (i) $1,000 plus an amount equal to accrued and unpaid dividends and distributions thereon, whether or not earned or declared, to the date of such payment orpayment, (ii) if greater than provided that the holders of shares of Junior Preferred Stock shall be entitled to receive an aggregate amount specified in clause (a)(i) of this sentenceper share, an amount subject to the provision for adjustment hereinafter set forth, equal to one thousand (1,000) 100 times the aggregate amount to be distributed per share to holders of Common StockOrdinary Shares, as the same may be adjusted as hereinafter provided and, or (bB) to the holders of shares of stock ranking on a parity upon liquidation, dissolution or winding up with the Series A Junior Preferred Stock, unless simultaneously therewith except distributions are made ratably on the Series A Junior Preferred Stock and all other shares of such parity stock in proportion to the total amounts to which the holders of all such shares of Series A Preferred Stock are entitled under clause (a)(i) of this sentence and to which the holders of such parity shares are entitled, in each case upon such liquidation, dissolution or winding up. The amount In the event, however, that there are not sufficient assets available to which permit payment in full of the Junior Preferred Stock liquidation preference and the liquidation preferences of all other classes and series of stock of the Company, if any, that rank on a parity with the Junior Preferred Stock in respect thereof, then the assets available for such distribution shall be distributed ratably to the holders of Series A the Junior Preferred Stock may be entitled upon liquidation, dissolution or winding up of the Corporation pursuant to clause (a)(i) of the foregoing sentence is hereinafter referred to as the “Participating Liquidation Amount” and the multiple of the amount to be distributed to holders of such parity shares of Common Stock upon in the liquidation, dissolution or winding up of the Corporation applicable pursuant proportion to said clause to the determination of the Participating Liquidation Amount, as said multiple may be adjusted from time to time as hereinafter provided, is hereinafter referred to as the “Liquidation Multiple.” their respective liquidation preferences. In the event the Corporation Company shall at any time after the Effective Rights Agreement Date declare or pay any dividend on Common Stock the Ordinary Shares payable in Ordinary Shares together with the holders of outstanding shares of Common Stockany one or more other classes or series of capital stock of the Company upon which like voting rights have been conferred and are exercisable (voting together as a class), or effect a subdivision or split combination or a combination, consolidation or reverse split of the outstanding shares Ordinary Shares (by reclassification or otherwise than by payment of Common Stock a dividend in Ordinary Shares) into a greater or lesser number of shares of Common StockOrdinary Shares, then, then in each such case, case the Liquidation Multiple thereafter applicable to the determination of the Participating Liquidation Amount aggregate amount to which holders of Series A shares of Junior Preferred Stock shall be were entitled after such event shall be the Liquidation Multiple applicable immediately prior to such event multiplied under the proviso in clause (A) of the preceding sentence shall be adjusted by multiplying such amount by a fraction the numerator of which is the number of shares of Common Stock Ordinary Shares outstanding immediately after such event and the denominator of which is the number of shares of Common Stock Ordinary Shares that were outstanding immediately prior to such event. Neither the merger or consolidation of the Company into or with another entity nor the merger or consolidation of any other entity into or with the Company (nor the sale of all or substantially all of the assets of the Company) shall be deemed to be a liquidation, dissolution or winding up of the Company within the meaning of this Section 6.

Liquidation, Dissolution or Winding Up. Upon any voluntary or involuntary liquidation, dissolution or winding up of the Corporation, no distribution shall be made (aA) to the holders of the Celera Genomics Stock or of shares of any other stock of the Corporation ranking junior (either as to dividends or junior, upon liquidation, dissolution or winding up) , to the Series A B Preferred Stock unless, prior thereto, the holders of shares of Series A B Preferred Stock shall have received for each share the greater of Series A Preferred Stock$100 per share, subject to adjustment as hereinafter provided, (i) $1,000 plus an amount equal to accrued and unpaid dividends and distributions thereon, whether or not earned or declared, to the date of such payment orpayment, (ii) if greater than or an aggregate amount per share, subject to the amount specified in clause (a)(i) of this sentenceprovision for adjustment hereinafter set forth, an amount equal to one thousand (1,000) 1,000 times the aggregate amount to be distributed per share to holders of Common shares of Celera Genomics Stock, as the same may be adjusted as hereinafter provided and, and (bB) to the holders of shares of stock ranking on a parity upon liquidation, dissolution or winding up with the Series A B Preferred Stock, unless simultaneously therewith except distributions are made ratably on the Series A B Preferred Stock and all other shares of such parity stock in proportion to the total amounts to which the holders of all such shares of Series A Preferred Stock are entitled under clause (a)(i) of this sentence and to which the holders of such parity shares are entitled, in each case upon such liquidation, dissolution or winding up. The amount In the event, however, that there are not sufficient assets available to which permit payment in full of the Series B Preferred liquidation preference and the liquidation preferences of all other classes and series of stock of the Corporation, if any, that rank on a parity with the Series B Preferred Stock in respect thereof, then the assets available for such distribution shall be distributed ratably to the holders of the Series A B Preferred Stock may be entitled upon liquidation, dissolution or winding up of the Corporation pursuant to clause (a)(i) of the foregoing sentence is hereinafter referred to as the “Participating Liquidation Amount” and the multiple of the amount to be distributed to holders of such parity shares of Common Stock upon in the liquidation, dissolution or winding up of the Corporation applicable pursuant proportion to said clause to the determination of the Participating Liquidation Amount, as said multiple may be adjusted from time to time as hereinafter provided, is hereinafter referred to as the “Liquidation Multiple.” their respective liquidation preferences. In the event the Corporation shall at any time after the Effective Date declare or pay any dividend on Common the Celera Genomics Stock payable in shares of Common Celera Genomics Stock, or effect a subdivision or split combination or a combination, consolidation or reverse split of the outstanding shares of Common Celera Genomics Stock (by reclassification or otherwise than by payment of a dividend in shares of Celera Genomics Stock) into a greater or lesser number of shares of Common Celera Genomics Stock, then, then in each such case, case the Liquidation Multiple thereafter applicable to the determination of the Participating Liquidation Amount aggregate amount to which holders of shares of Series A B Preferred Stock shall be were entitled after such event shall be the Liquidation Multiple applicable immediately prior to such event multiplied under the proviso in clause (A) of the preceding sentence shall be adjusted by multiplying such amount by a fraction the numerator of which is the number of shares of Common Celera Genomics Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Celera Genomics Stock that were outstanding immediately prior to such event.

Liquidation, Dissolution or Winding Up. (a) Upon any liquidation (voluntary or involuntary liquidationotherwise), dissolution or winding up of the Corporation, no distribution shall be made (a) to the holders of shares of Common Stock or any other stock of the Corporation ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Preferred F Stock unless, prior thereto, the holders of shares of Series A Preferred F Stock shall have received for each $1,000.00 per share of Series A Preferred Stock, subject to adjustment as hereinafter provided, (i) $1,000 plus an amount equal to all accrued and unpaid dividends and distributions thereon, whether or not declared, to the date of such payment or(the "Series F Liquidation Preference"). Following the payment of the full amount of the Series F Liquidation Preference, no additional distributions shall be made to the holders of shares of Series F Stock unless, prior thereto, the holders of shares of Common Stock (which term shall include, for the purposes only of this Section 6, any series of the Corporation's Preferred Stock ranking on a parity with the Common Stock upon liquidation, dissolution or winding up) shall have received an amount per share (the "Common Adjustment") equal to the quotient obtained by dividing (i) the Series F Liquidation Preference by (ii) if greater than 1,000 (as appropriately adjusted as set forth in Section 8 hereof to reflect such events as stock splits, stock dividends and recapitalizations with respect to the amount specified Common Stock; such number in this clause (a)(i) of this sentence, an amount equal to one thousand (1,000) times the aggregate amount to be distributed per share to holders of Common Stockii), as the same may be adjusted as hereinafter provided and, (b) to the holders of shares ranking on a parity upon liquidation, dissolution or winding up with the Series A Preferred Stock, unless simultaneously therewith distributions are made ratably on the Series A Preferred Stock and all other shares of such parity stock in proportion to the total amounts to which the holders of shares of Series A Preferred Stock are entitled under clause (a)(i) of this sentence and to which the holders of such parity shares are entitled, in each case upon such liquidation, dissolution or winding up. The amount to which holders of Series A Preferred Stock may be entitled upon liquidation, dissolution or winding up of the Corporation pursuant to clause (a)(i) of the foregoing sentence is hereinafter referred to as the “Participating Liquidation Amount” and the multiple of the amount to be distributed to holders of shares of Common Stock upon the liquidation, dissolution or winding up of the Corporation applicable pursuant to said clause to the determination of the Participating Liquidation Amount, as said multiple may be adjusted from time to time as hereinafter providedtime, is hereinafter referred to as the “Liquidation Multiple.” "Adjustment Number"). In the event event, however, that there are not sufficient assets available to permit payment in full of the Corporation Common Adjustment, then any remaining assets shall at any time after be distributed ratably to the Effective Date declare or pay any dividend on Common Stock payable in shares holders of Common Stock, or effect a subdivision or split or a combination, consolidation or reverse split . Following the payment of the full amount of the Series F Liquidation Preference and the Common Adjustment in respect of all outstanding shares of Series F Stock and Common Stock into a greater or lesser number Stock, respectively, holders of shares of Common Stock, then, in each such case, the Liquidation Multiple thereafter applicable to the determination of the Participating Liquidation Amount to which Series F Stock and holders of Series A Preferred Stock shall be entitled after such event shall be the Liquidation Multiple applicable immediately prior to such event multiplied by a fraction the numerator of which is the number of shares of Common Stock outstanding immediately after such event shall receive their ratable and proportionate share of any remaining assets to be distributed in the denominator ratio of which is the number of shares of Common Stock that were outstanding immediately prior Adjustment Number to one (1) with respect to such eventSeries F Stock and Common Stock, on a per share basis, respectively.

Liquidation, Dissolution or Winding Up. Upon any voluntary or involuntary liquidation, dissolution or winding up of the CorporationCompany, no distribution shall be made (ai) to the holders of shares of stock ranking junior to the Series A Preferred Stock (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Preferred Stock unless, prior thereto, unless the holders of shares of Series A Preferred Stock shall have received for each share of Series A Preferred Stockreceived, subject to adjustment as hereinafter provided, the greater of (iA) $1,000 ($1.00 per one one-thousandth of a share) plus an amount equal to accrued all accumulated and unpaid dividends and distributions thereon, whether or not declared, to the date of such payment orpayment, and (iiB) if greater than the amount specified in clause (a)(i) of this sentence, an amount equal to one thousand (1,000) 1,000 times the aggregate amount to be distributed per share to holders of Common Stock, as the same may be adjusted as hereinafter provided andprovided, or (bii) to the holders of shares stock ranking on a parity upon liquidation, dissolution or winding up with the Series A Preferred Stock, unless simultaneously therewith distributions are made ratably on the Series A Preferred Stock and all other shares of such parity stock in proportion to the total amounts to which the holders of shares of Series A Preferred Stock are entitled under clause (a)(ii)(A) of this sentence and to which the holders of such parity shares are entitled, in each case upon such liquidation, dissolution or winding up. The amount to which holders of Series A Preferred Stock may shall be entitled upon liquidation, dissolution or winding up of the Corporation Company pursuant to clause (a)(ii)(B) of the foregoing sentence is hereinafter referred to as the “"Participating Liquidation Amount” ," and the multiple of the amount to be distributed to holders of shares of Common Stock upon the liquidation, dissolution or winding up of the Corporation Company applicable pursuant to said clause to the determination of the Participating Liquidation Amount, as said multiple which shall be 1,000 but may be adjusted from time to time as hereinafter provided, is hereinafter referred to as the “Liquidation Multiple.” In the event the Corporation shall at any time after the Effective Date declare or pay any dividend on Common Stock payable in shares of Common Stock, or effect a subdivision or split or a combination, consolidation or reverse split of the outstanding shares of Common Stock into a greater or lesser number of shares of Common Stock, then, in each such case, the Liquidation Multiple thereafter applicable to the determination of the Participating Liquidation Amount to which holders of Series A Preferred Stock shall be entitled after such event shall be the Liquidation Multiple applicable immediately prior to such event multiplied by a fraction the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event."

Liquidation, Dissolution or Winding Up. Upon any voluntary or involuntary liquidation, dissolution or winding up of the CorporationCompany, no distribution shall be made (ai) to the holders of shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Preferred Stock unless, prior thereto, unless the holders of shares of Series A Preferred Stock shall have received for each share of Series A Preferred Stockreceived, subject to adjustment as hereinafter provided, (iA) $1,000 100.00 per share plus an amount equal to accrued and unpaid dividends and distributions thereon, whether or not declared, to the date of such payment orpayment, or (iiB) if greater than the amount specified in clause (a)(ii)(A) of this sentence, an amount equal to one thousand (1,000) 100 times the aggregate amount to be distributed per share to holders of Common Stock, as the same may be adjusted as hereinafter provided andprovided, and (bii) to the holders of shares stock ranking on a parity upon liquidation, dissolution or winding up with the Series A Preferred Stock, unless simultaneously therewith distributions are made ratably on the Series A Preferred Stock and all other shares of such parity stock in proportion to the total amounts to which the holders of shares of Series A Preferred Stock are entitled under clause (a)(ii)(A) of this sentence and to which the holders of such parity shares are entitled, in each case upon such liquidation, dissolution or winding up. The amount to which holders of Series A Preferred Stock may be entitled upon liquidation, dissolution or winding up of the Corporation Company pursuant to clause (a)(ii)(B) of the foregoing sentence is hereinafter referred to as the “"Participating Liquidation Amount” " and the multiple of the amount to be distributed to holders of shares of Common Stock upon the liquidation, dissolution or winding up of the Corporation Company applicable pursuant to said clause to the determination of the Participating Liquidation Amount, as said multiple may be adjusted from time to time as hereinafter provided, is hereinafter referred to as the “"Liquidation Multiple.” ". In the event the Corporation Company shall at any time after the Effective Date December 15, 1999 declare or pay any dividend on Common Stock payable in shares of Common Stock, or effect a subdivision or split or a combination, consolidation or reverse split of the outstanding shares of Common Stock into a greater or lesser number of shares of Common Stock, then, then in each such case, case the Liquidation Multiple thereafter applicable to the determination of the Participating Liquidation Amount to which holders of Series A Preferred Stock shall be entitled after such event shall be the Liquidation Multiple applicable immediately prior to such event multiplied by a fraction the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.

Liquidation, Dissolution or Winding Up. (a) Upon any liquidation (voluntary or involuntary liquidationotherwise), dissolution or winding up of the Corporation, no distribution shall be made (a) to the holders of shares of Common Stock or any other stock of the Corporation ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Preferred B Stock unless, prior thereto, the holders of shares of Series A Preferred B Stock shall have received for each $10.00 per share of Series A Preferred Stock, subject to adjustment as hereinafter provided, (i) $1,000 plus an amount equal to all accrued and unpaid dividends and distributions thereon, whether or not declared, to the date of such distribution (the "Series B Liquidation Preference"). Following the payment orof the full amount of the Series B Liquidation Preference, no additional distributions shall be made to the holders of shares of Series B Stock unless, prior thereto, the holders of shares of Common Stock (which term shall include, for the purposes only of this Section 6, any series of the Corporation's Preferred Stock ranking on a parity with the Common Stock upon liquidation, dissolution or winding up) shall have received an amount per share (the "Common Adjustment") equal to the quotient obtained by dividing (i) the Series B Liquidation Preference by (ii 10 (as appropriately adjusted as set forth in Section 8 hereof to reflect such events as stock splits, stock dividends and recapitalizations with respect to the Common Stock; such number in this clause (ii) if greater than the amount specified in clause (a)(i) of this sentence, an amount equal to one thousand (1,000) times the aggregate amount to be distributed per share to holders of Common Stock), as the same may be adjusted as hereinafter provided and, (b) to the holders of shares ranking on a parity upon liquidation, dissolution or winding up with the Series A Preferred Stock, unless simultaneously therewith distributions are made ratably on the Series A Preferred Stock and all other shares of such parity stock in proportion to the total amounts to which the holders of shares of Series A Preferred Stock are entitled under clause (a)(i) of this sentence and to which the holders of such parity shares are entitled, in each case upon such liquidation, dissolution or winding up. The amount to which holders of Series A Preferred Stock may be entitled upon liquidation, dissolution or winding up of the Corporation pursuant to clause (a)(i) of the foregoing sentence is hereinafter referred to as the “Participating Liquidation Amount” and the multiple of the amount to be distributed to holders of shares of Common Stock upon the liquidation, dissolution or winding up of the Corporation applicable pursuant to said clause to the determination of the Participating Liquidation Amount, as said multiple may be adjusted from time to time as hereinafter providedtime, is hereinafter referred to as the “Liquidation Multiple.” "Adjustment Number". In the event event, however, that there are not sufficient assets available to permit payment in full of the Corporation Common Adjustment, then any remaining assets shall at any time after be distributed ratably to the Effective Date declare or pay any dividend on Common Stock payable in shares holders of Common Stock, or effect a subdivision or split or a combination, consolidation or reverse split . Following the payment of the full amount of the Series B Liquidation Preference and the Common Adjustment in respect of all outstanding shares of Series B Stock and Common Stock into a greater or lesser number Stock, respectively, holders of shares of Common Stock, then, in each such case, the Liquidation Multiple thereafter applicable to the determination of the Participating Liquidation Amount to which Series B Stock and holders of Series A Preferred Stock shall be entitled after such event shall be the Liquidation Multiple applicable immediately prior to such event multiplied by a fraction the numerator of which is the number of shares of Common Stock outstanding immediately after such event shall receive their ratable and proportionate share of any remaining assets to be distributed in the denominator ratio of which is the number of shares of Common Stock that were outstanding immediately prior Adjustment Number to one (1) with respect to such eventSeries B Stock and Common Stock, on a per share basis, respectively.

Liquidation, Dissolution or Winding Up. (A) Upon any voluntary or involuntary liquidation, dissolution or winding up of the CorporationCompany, no distribution shall be made (a) to the holders of shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Preferred Stock Preference Shares unless, prior thereto, the holders of shares of Series A Preferred Stock Preference Shares shall have received for each share of Series A Preferred Stock$.01 per share, subject to adjustment as hereinafter provided, (i) $1,000 plus an amount equal to accrued and unpaid dividends and distributions thereon, whether or not declared, to the date of such payment or(the "Series A Liquidation Preference"). Following the payment of the full amount of the Series A Liquidation Preference, (ii) if greater than the amount specified in clause (a)(i) of this sentence, an amount equal to one thousand (1,000) times the aggregate amount to no additional distributions shall be distributed per share to holders of Common Stock, as the same may be adjusted as hereinafter provided and, (b) made to the holders of shares ranking Series A Preference Shares unless, prior thereto, the holders of Ordinary Shares shall have received an amount per share (the "Ordinary Adjustment") equal to the quotient obtained by dividing (i) the Series A Liquidation Preference by (ii) 1,000 (as appropriately adjusted as set forth in subparagraph C below to reflect such events as stock splits, stock dividends and recapitalizations with respect to the Ordinary Shares) (such number in clause (ii), the "Adjustment Number"). Following the payment of the full amount of the Series A Liquidation Preference and the Ordinary Adjustment in respect of all outstanding Series A Preference Shares and Ordinary Shares, respectively, holders of Series A Preference Shares and holders of Ordinary Shares shall receive their ratable and proportionate share of the remaining assets to be 5 distributed in the ratio, on a per share basis, of the Adjustment Number to one with respect to such Series A Preference Shares and Ordinary Shares, on a per share basis, respectively. (B) If, however, there are not sufficient assets available to permit payment in full of the Series A Liquidation Preference and the liquidation preferences of all other classes or series of Preference Shares, if any, which rank on a parity upon liquidation, dissolution or winding up with the Series A Preferred StockPreference Shares, unless simultaneously therewith distributions are made then such remaining assets shall be distributed ratably on the Series A Preferred Stock and all other shares of such parity stock in proportion to the total amounts to which the holders of shares of Series A Preferred Stock are entitled under clause (a)(i) of this sentence and to which the holders of such parity shares are entitled, in each case upon such liquidation, dissolution or winding upproportion to their respective liquidation preferences. The amount to which holders of Series A Preferred Stock may be entitled upon liquidation, dissolution or winding up of (C) If the Corporation pursuant to clause (a)(i) of the foregoing sentence is hereinafter referred to as the “Participating Liquidation Amount” and the multiple of the amount to be distributed to holders of shares of Common Stock upon the liquidation, dissolution or winding up of the Corporation applicable pursuant to said clause to the determination of the Participating Liquidation Amount, as said multiple may be adjusted from time to time as hereinafter provided, is hereinafter referred to as the “Liquidation Multiple.” In the event the Corporation Company shall at any time after the Effective Date following May 7, 1999 (i) declare or pay any dividend on Common Stock Ordinary Shares payable in shares of Common StockOrdinary Shares, or effect a subdivision or split or a combination, consolidation or reverse split of (ii) subdivide the outstanding shares of Common Stock Ordinary Shares or (iii) combine the outstanding Ordinary Shares into a greater or lesser smaller number of shares of Common Stockshares, then, then in each such case, case the Liquidation Multiple thereafter applicable to the determination of the Participating Liquidation Amount to which holders of Series A Preferred Stock shall be entitled after such event shall be the Liquidation Multiple applicable Adjustment Number in effect immediately prior to such event multiplied shall be adjusted by multiplying such Adjustment Number by a fraction the numerator of which is the number of shares of Common Stock Ordinary Shares outstanding immediately after such event and the denominator of which is the number of shares of Common Stock Ordinary Shares that were outstanding immediately prior to such event. Section 7.

Liquidation, Dissolution or Winding Up. Upon any voluntary or involuntary liquidation, dissolution or winding up of the CorporationCompany, no distribution shall be made (aA) to the holders of the Common Stock or of shares of any other stock of the Company ranking junior (either as to dividends or junior, upon liquidation, dissolution or winding up) , to the Series A Preferred Stock unless, prior thereto, the holders of shares of Series A Preferred Stock shall have received for each share of Series A Preferred Stock$100 per share, subject to adjustment as hereinafter provided, (i) $1,000 plus an amount equal to accrued and unpaid dividends and distributions thereon, whether or not earned or declared, to the date of such payment orpayment, (ii) if greater than provided that the holders of shares of Series A Preferred Stock shall be entitled to receive an aggregate amount specified in clause (a)(i) of this sentenceper share, an amount subject to the provision for adjustment hereinafter set forth, equal to one thousand (1,000) 1000 times the aggregate amount to be distributed per share to holders of shares of Common Stock, as the same may be adjusted as hereinafter provided and, or (bB) to the holders of shares of stock ranking on a parity upon liquidation, dissolution or winding up with the Series A Preferred Stock, unless simultaneously therewith except distributions are made ratably on the Series A Preferred Stock and all other shares of such parity stock in proportion to the total amounts to which the holders of all such shares of Series A Preferred Stock are entitled under clause (a)(i) of this sentence and to which the holders of such parity shares are entitled, in each case upon such liquidation, dissolution or winding up. The amount In the event, however, that there are not sufficient assets available to which holders permit payment in full of the Series A liquidation preference and the liquidation preferences of all other classes and series of stock of the Company, if any, that rank on a parity with the Series A Preferred Stock may in respect thereof, then the assets available for such distribution shall be entitled upon liquidation, dissolution or winding up distributed ratably to the holders of the Corporation pursuant to clause (a)(i) of the foregoing sentence is hereinafter referred to as the “Participating Liquidation Amount” Series A Preferred Stock and the multiple of the amount to be distributed to holders of such parity shares of Common Stock upon in the liquidation, dissolution or winding up of the Corporation applicable pursuant proportion to said clause to the determination of the Participating Liquidation Amount, as said multiple may be adjusted from time to time as hereinafter provided, is hereinafter referred to as the “Liquidation Multiple.” their respective liquidation preferences. In the event the Corporation Company shall at any time after the Effective Issue Date declare or pay any dividend on the Common Stock payable in shares of Common Stock, or effect a subdivision or split combination or a combination, consolidation or reverse split of the outstanding shares of Common Stock (by reclassification or otherwise than by payment of a dividend in shares of Common Stock) into a greater or lesser number of shares of Common Stock, then, then in each such case, case the Liquidation Multiple thereafter applicable to the determination of the Participating Liquidation Amount aggregate amount to which holders of shares of Series A Preferred Stock shall be were entitled after such event shall be the Liquidation Multiple applicable immediately prior to such event multiplied under the proviso in clause (A) of the preceding sentence shall be adjusted by multiplying such amount by a fraction the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event. Neither the merger or consolidation of the Company into or with another entity nor the merger or consolidation of any other entity into or with the Company (nor the sale of all or substantially all of the assets of the Company) shall be deemed to be a liquidation, dissolution or winding up of the Company within the meaning of this Section 6.

Liquidation, Dissolution or Winding Up. Upon any voluntary or involuntary liquidation, dissolution or winding up of the CorporationCompany, no distribution shall be made (ai) to the holders of shares of stock ranking junior to the Series A Preferred Stock (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Preferred Stock unless, prior thereto, unless the holders of shares of Series A Preferred Stock shall have received for each share of Series A Preferred Stockreceived, subject to adjustment as hereinafter provided, (i) $1,000 plus an the amount equal to accrued and unpaid dividends and distributions thereon, whether or not declared, to the date of such payment or, (ii) if greater than the amount specified in clause (a)(i) of this sentence, an amount equal to one thousand (1,000) 1,000 times the aggregate amount to be distributed per share to holders of Common Stock, as the same may be adjusted as hereinafter provided andprovided, or (bii) to the holders of shares stock ranking on a parity upon liquidation, dissolution or winding up with the Series A Preferred Stock, unless simultaneously therewith distributions are made ratably on the Series A Preferred Stock and all other shares of such parity stock in proportion to the total amounts to which the holders of shares of Series A Preferred Stock are entitled under clause (a)(i) of this sentence and to which the holders of such parity shares are entitled, in each case upon such liquidation, dissolution or winding up. The amount to which holders of Series A Preferred Stock may shall be entitled upon liquidation, dissolution or winding up of the Corporation Company pursuant to clause (a)(i) of the foregoing sentence is hereinafter referred to as the “"Participating Liquidation Amount” ," and the multiple of the amount to be distributed to holders of shares of Common Stock upon the liquidation, dissolution or winding up of the Corporation Company applicable pursuant to said clause to the determination of the Participating Liquidation Amount, as said multiple which shall be 1,000 but may be adjusted from time to time as hereinafter provided, is hereinafter referred to as the “Liquidation Multiple.” In the event the Corporation shall at any time after the Effective Date declare or pay any dividend on Common Stock payable in shares of Common Stock, or effect a subdivision or split or a combination, consolidation or reverse split of the outstanding shares of Common Stock into a greater or lesser number of shares of Common Stock, then, in each such case, the Liquidation Multiple thereafter applicable to the determination of the Participating Liquidation Amount to which holders of Series A Preferred Stock shall be entitled after such event shall be the Liquidation Multiple applicable immediately prior to such event multiplied by a fraction the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.to

Liquidation, Dissolution or Winding Up. Upon any voluntary or involuntary liquidation, dissolution or winding up of the Corporation, no distribution shall be made (ai) to the holders of shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A F Preferred Stock unless, prior thereto, unless the holders of shares of Series A F Preferred Stock shall have received for each share of Series A Preferred Stockreceived, subject to adjustment as hereinafter provided, (iA) $1,000 ($1.00 per one one-thousandth of a share) plus an amount equal to accrued and unpaid dividends and distributions thereon, whether or not declared, to the date of such payment orpayment, or (iiB) if greater than the amount specified in clause (a)(ii)(A) of this sentence, an amount equal to one thousand (1,000) 1,000 times the aggregate amount to be distributed per share to holders of Common Stock, as the same may be adjusted as hereinafter provided andprovided, and (bii) to the holders of shares stock ranking on a parity upon liquidation, dissolution or winding up with the Series A F Preferred Stock, unless simultaneously therewith distributions are made ratably on the Series A F Preferred Stock and all other shares of such parity stock in proportion to the total amounts to which the holders of shares of Series A F Preferred Stock are entitled under clause (a)(ii)(A) of this sentence and to which the holders of such parity shares are entitled, in each case upon such liquidation, dissolution or winding up. The amount to which holders of Series A F Preferred Stock may be entitled upon liquidation, dissolution or winding up of the Corporation pursuant to clause (a)(ii)(B) of the foregoing sentence is hereinafter referred to as the “"Participating Liquidation Amount” " and the multiple of the amount to be distributed to holders of shares of Common Stock upon the liquidation, dissolution or winding up of the Corporation applicable pursuant to said clause to the determination of the Participating Liquidation Amount, as said multiple may be adjusted from time to time as hereinafter provided, is hereinafter referred to as the “"Liquidation Multiple.” ". In the this event the Corporation shall at any time after the Effective Date declare or pay any dividend on Common Stock payable in shares of Common Stock, or effect a subdivision or split or a combination, consolidation or reverse split of the outstanding shares of Common Stock into a greater or lesser number of shares of Common Stock, thenor issue any of its capital stock in a reclassification of the Common Stock (including any such reclassification in connection with a consolidation or merger in which the Corporation is the continuing or surviving corporation, then in each such case, case the Liquidation Multiple thereafter applicable to the determination of the Participating Liquidation Amount to which holders of Series A F Preferred Stock shall be entitled after such event shall be the Liquidation Multiple applicable immediately prior to such event multiplied by a fraction the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.

Liquidation, Dissolution or Winding Up. Upon any voluntary or involuntary liquidation, dissolution or winding up of the CorporationCompany, no distribution shall be made (ai) to the holders of shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Preferred Stock unless, prior thereto, unless the holders of shares of Series A Preferred Stock shall have received for each share of Series A Preferred Stock, subject to adjustment as hereinafter provided, (iA) $1,000 11,500 plus an amount equal to accrued and unpaid dividends and distributions thereon, whether or not declared, to the date of such payment or, (iiB) if greater than the amount specified in clause (a)(ii)(A) of this sentence, an amount equal to one thousand (1,000) 100 times the aggregate amount to be distributed per share to holders of Common Stock or Class A Common Stock, as the same may be adjusted as hereinafter provided and, and (bii) to the holders of shares stock ranking on a parity upon liquidation, dissolution or winding up with the Series A Preferred Stock, unless simultaneously therewith distributions are made ratably on the Series A Preferred Stock and all other shares of such parity stock in proportion to the total amounts to which the holders of shares of Series A Preferred Stock are entitled under clause (a)(ii)(A) of this sentence and to which the holders of such parity shares are entitled, in each case upon such liquidation, dissolution or winding up. The amount to which holders of Series A Preferred Stock may be entitled upon liquidation, dissolution or winding up of the Corporation Company pursuant to clause (a)(ii)(B) of the foregoing sentence is hereinafter referred to as the “"Participating Liquidation Amount” " and the multiple of the amount to be distributed to holders of shares of Common Stock and Class A Common Stock upon the liquidation, dissolution or winding up of the Corporation Company applicable pursuant to said clause to the determination of the Participating Liquidation Amount, as said multiple may be adjusted from time to time as hereinafter provided, is hereinafter referred to as the “"Liquidation Multiple.” ". In the event the Corporation Company shall at any time after the Effective Date December 22, 1997 declare or pay any dividend on Common Stock and Class A Common Stock payable in shares of Common Stock and Class A Common Stock, respectively, or effect a subdivision or split or a combination, consolidation or reverse split of the outstanding shares of Common Stock and Class A Common Stock into a greater or lesser number of shares of Common Stock and Class A Common Stock, respectively, then, in each such case, the Liquidation Multiple thereafter applicable to the determination of the Participating Liquidation Amount to which holders of Series A Preferred Stock shall be entitled after such event shall be the Liquidation Multiple applicable immediately prior to such event multiplied by a fraction the numerator of which is the number of shares of Common Stock and Class A Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock and Class A Common Stock that were outstanding immediately prior to such event.

Liquidation, Dissolution or Winding Up. Upon any voluntary or involuntary liquidation, dissolution or winding up of the CorporationCompany, no distribution shall be made (ai) to the holders of shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series Class A Preferred Stock unless, prior thereto, unless the holders of shares of Series Class A Preferred Stock shall have received for each share of Series Class A Preferred Stock, subject to adjustment as hereinafter provided, (iA) $1,000 87.00 per one one-hundredth of a share plus an amount equal to accrued and unpaid dividends and distributions thereon, whether or not declared, to the date of such payment or, (iiB) if greater than the amount specified in clause (a)(ii)(A) of this sentence, an amount equal to one thousand (1,000) 100 times the aggregate amount to be distributed per share to holders of Common Stock, as the same may be adjusted as hereinafter provided andprovided, and (bii) to the holders of shares stock ranking on a parity upon liquidation, dissolution or winding up with the Series Class A Preferred Stock, unless simultaneously therewith distributions are made ratably on the Series Class A Preferred Stock and all other shares of such parity stock in proportion to the total amounts to which the holders of shares of Series Class A Preferred Stock are entitled under clause (a)(ii)(A) of this sentence and to which the holders of such parity shares are entitled, in each case upon such liquidation, dissolution or winding up. The amount to which holders of Series Class A Preferred Stock may be entitled upon liquidation, dissolution or winding up of the Corporation Company pursuant to clause (a)(ii)(B) of the foregoing sentence is hereinafter referred to as the “"Participating Liquidation Amount” " and the multiple of the amount to be distributed to holders of shares of Common Stock upon the liquidation, dissolution or winding up of the Corporation Company applicable pursuant to said clause to the determination of the Participating Liquidation Amount, as said multiple may be adjusted from time to time as hereinafter provided, is hereinafter referred to as the “"Liquidation Multiple.” " In the event the Corporation Company shall at any time after the Effective Date March 15, 1999 declare or pay any dividend on Common Stock payable in shares of Common Stock, or effect a subdivision or split or a combination, consolidation or reverse split of the outstanding shares of Common Stock into a greater or lesser number of shares of Common Stock, then, in each such case, the Liquidation Multiple thereafter applicable to the determination of the Participating Liquidation Amount to which holders of Series Class A Preferred Stock shall be entitled after such event shall be the Liquidation Multiple applicable immediately prior to such event multiplied by a fraction the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.

Liquidation, Dissolution or Winding Up. Upon any voluntary or involuntary liquidation, dissolution or winding up of the CorporationCompany, no distribution shall be made (ai) to the holders of shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Preferred Stock unless, prior thereto, unless the holders of shares of Series A Preferred Stock shall have received for each share of Series A Preferred Stock, subject to adjustment as hereinafter provided, (iA) $1,000 35.00 plus an amount equal to accrued and unpaid dividends and distributions thereon, whether or not declared, to the date of such payment or, (iiB) if greater than the amount specified in clause (a)(ii)(A) of this sentence, an amount equal to one thousand (1,000) 1,000 times the aggregate amount to be distributed per share to holders of Common Stock, as the same may be adjusted as hereinafter provided and, and (bii) to the holders of shares stock ranking on a parity upon liquidation, dissolution or winding up with the Series A Preferred Stock, unless simultaneously therewith distributions are made ratably on the Series A Preferred Stock and all other shares of such parity stock in proportion to the total amounts to which the holders of shares of Series A Preferred Stock are entitled under clause (a)(ii)(A) of this sentence and to which the holders of such parity shares are entitled, in each case upon such liquidation, dissolution or winding up. The amount to which holders of Series A Preferred Stock may be entitled upon liquidation, dissolution or winding up of the Corporation Company pursuant to clause (a)(ii)(B) of the foregoing sentence is hereinafter referred to as the “"Participating Liquidation Amount” " and the multiple of the amount to be distributed to holders of shares of Common Stock upon the liquidation, dissolution or winding up of the Corporation Company applicable pursuant to said clause to the determination of the Participating Liquidation Amount, as said multiple may be adjusted from time to time as hereinafter provided, is hereinafter referred to as the “"Liquidation Multiple.” ". In the event the Corporation Company shall at any time after the Effective Date May 10, 1999 declare or pay any dividend on Common Stock payable in shares of Common Stock, or effect a subdivision or split or a combination, consolidation or reverse split of the outstanding shares of Common Stock into a greater or lesser number of shares of Common Stock, then, in each such case, the Liquidation Multiple thereafter applicable to the determination of the Participating Liquidation Amount to which holders of Series A Preferred Stock shall be entitled after such event shall be the Liquidation Multiple applicable immediately prior to such event multiplied by a fraction the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.

Liquidation, Dissolution or Winding Up. Upon any voluntary or involuntary liquidation, dissolution or winding up of the Corporation, no distribution shall be made (ai) to the holders of shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Participating Preferred Stock unless, prior thereto, unless the holders of shares of Series A Participating Preferred Stock shall have received for each share of Series A Preferred Stockreceived, subject to adjustment as hereinafter provided, (iA) $1,000 1.00 per one one-hundredth (1/100) of a share plus an amount equal to accrued and unpaid dividends and distributions thereon, whether or not declared, to the date of such payment or, (iiB) if greater than the amount specified in clause (a)(ii)(A) of this sentence, an amount equal to one thousand (1,000) 100 times the aggregate amount to be distributed per share to holders of Common Stock, as the same may be adjusted as hereinafter provided and, and (bii) to the holders of shares stock ranking on a parity upon liquidation, dissolution or winding up with the Series A Participating Preferred Stock, unless simultaneously therewith distributions are made ratably on the Series A Participating Preferred Stock and all other shares of such parity stock in proportion to the total amounts to which the holders of shares of Series A Participating Preferred Stock are entitled under clause (a)(ii)(A) of this sentence and to which the holders of such parity shares are entitled, in each case upon such liquidation, dissolution or winding up. The amount to which holders of Series A Participating Preferred Stock may be entitled upon liquidation, dissolution or winding up of the Corporation pursuant to clause (a)(ii)(B) of the foregoing sentence is hereinafter referred to as the “"Participating Liquidation Amount” " and the multiple of the amount to be distributed to holders of shares of Common Stock upon the liquidation, dissolution or winding up of the Corporation applicable pursuant to said clause to the determination of the Participating Liquidation Amount, as said multiple may be adjusted from time to time as hereinafter provided, is hereinafter referred to as the “Liquidation Multiple.” In the event the Corporation shall at any time after the Effective Date declare or pay any dividend on Common Stock payable in shares of Common Stock, or effect a subdivision or split or a combination, consolidation or reverse split of the outstanding shares of Common Stock into a greater or lesser number of shares of Common Stock, then, in each such case, the Liquidation Multiple thereafter applicable to the determination of the Participating Liquidation Amount to which holders of Series A Preferred Stock shall be entitled after such event shall be the Liquidation Multiple applicable immediately prior to such event multiplied by a fraction the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event."

Liquidation, Dissolution or Winding Up. Upon any voluntary or involuntary liquidation, dissolution or winding up of the CorporationCompany, no distribution shall be made (ai) to the holders of shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series Class A Preferred Stock unless, prior thereto, unless the holders of shares of Series Class A Preferred Stock shall have received for each share of Series Class A Preferred Stock, subject to adjustment as hereinafter provided, (iA) $1,000 125 per one one-hundredth of a share plus an amount equal to accrued and unpaid dividends and distributions thereon, whether or not declared, to the date of such payment or, (iiB) if greater than the amount specified in clause (a)(ii)(A) of this sentence, an amount equal to one thousand (1,000) 100 times the aggregate amount to be distributed per pa share to holders of Common Stock, as the same may be adjusted as hereinafter provided andprovided, and (bii) to the holders of shares stock ranking on a parity upon liquidation, dissolution or winding up with the Series Class A Preferred Stock, unless simultaneously therewith distributions are made ratably on the Series Class A Preferred Stock and all other shares of such parity stock in proportion to the total amounts to which the holders of shares of Series Class A Preferred Stock are entitled under clause (a)(ii)(A) of this sentence and to which the holders of such parity shares are entitled, in each case upon such liquidation, dissolution or winding up. The amount to which holders of Series Class A Preferred Stock may be entitled upon liquidation, dissolution or winding up of the Corporation Company pursuant to clause (a)(ii)(B) of the foregoing sentence is hereinafter referred to as the “"Participating Liquidation Amount” " and the multiple of the amount to be distributed to holders of shares of Common Stock upon the liquidation, dissolution or winding up of the Corporation Company applicable pursuant to said clause to the determination delamination of the Participating Liquidation Amount, as said multiple may be adjusted from time to time as hereinafter provided, is hereinafter referred to as the “"Liquidation Multiple.” ". In the event the Corporation Company shall at any time after the Effective Date December 7, 1998 declare or pay any dividend on Common Stock payable in shares of Common Stock, or effect a subdivision or split or a combination, consolidation or reverse split of the outstanding shares of Common Stock into a greater or lesser number of shares of Common Stock, then, in each such case, the Liquidation Multiple thereafter applicable to the determination of the Participating Liquidation Amount to which holders of Series Class A Preferred Stock shall be entitled after such event shall be the Liquidation Multiple applicable immediately prior to such event multiplied by a fraction the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were wale outstanding immediately prior to such event.

Liquidation, Dissolution or Winding Up. Upon any voluntary or involuntary liquidation, dissolution or winding up of the Corporation, no distribution shall be made (a) to the holders of shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A 1992 Preferred Stock unless, prior thereto, the holders of shares of Series A 1992 Preferred Stock shall have received for each share the greater of Series A Preferred Stock, subject to adjustment as hereinafter provided, (i1) $1,000 plus 12 per share or (2) an aggregate amount per share equal to accrued and unpaid dividends and distributions thereon, whether or not declared, to the date of such payment or, (ii) if greater than the amount specified Formula Number then in clause (a)(i) of this sentence, an amount equal to one thousand (1,000) effect times the aggregate amount to be distributed per share to holders of Common Stock, as the same may be adjusted as hereinafter provided and, Shares or (b) to the holders of shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up up) with the Series A 1992 Preferred Stock, unless simultaneously therewith except distributions are made ratably on the Series A 1992 Preferred Stock and all other shares of such parity stock in proportion to the total amounts to which the holders of shares of Series A Preferred Stock are entitled under clause (a)(i) of this sentence and to which the holders of all such parity shares are entitled, in each case upon such liquidation, dissolution or winding up. The amount to which holders of Series A Preferred Stock may be entitled upon liquidation, dissolution or winding up of declared, on Series 1992 Preferred Stock outstanding shall have been paid in full, the Corporation pursuant to clause (a)(i) of the foregoing sentence is hereinafter referred to as the “Participating Liquidation Amount” and the multiple of the amount to be distributed to holders of shall not: [1] declare or pay dividends, or make any other distribution on, or redeem or purchase or otherwise acquire for consideration any shares of Common Stock stock ranking junior (either as to dividends or upon the liquidation, dissolution or winding up of the Corporation applicable pursuant to said clause up) to the determination Series 1992 Preferred Stock; [2] declare or pay dividends, or make any other distributions, on any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Participating Liquidation AmountSeries 1992 Preferred Stock, except dividends paid ratably on the Series 1992 Preferred Stock and all such parity stock on which dividends are payable or in arrears in proportion to the total amount to which the holders of all such shares are then entitled; [3] redeem or purchase or otherwise acquire for consideration shares of any stock ranking on a parity (either as said multiple to dividends or upon liquidation, dissolution or winding up) to the Series 1992 Preferred Stock, provided that the corporation may be adjusted from time to time as hereinafter provided, is hereinafter referred to as the “Liquidation Multiple.” In the event the Corporation shall at any time after the Effective Date declare redeem, purchase or pay any dividend on Common Stock payable in otherwise acquire shares of Common Stock, or effect a subdivision or split or a combination, consolidation or reverse split any such parity stock in exchange for shares of stock of the outstanding shares of Common Stock into a greater corporation ranking junior (both as to dividends and upon liquidation, dissolution or lesser number of shares of Common Stock, then, in each such case, the Liquidation Multiple thereafter applicable winding up) to the determination of the Participating Liquidation Amount to which holders of Series A 1992 Preferred Stock shall be entitled after such event shall be the Liquidation Multiple applicable immediately prior to such event multiplied by a fraction the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.Stock; or

Liquidation, Dissolution or Winding Up. Upon any voluntary or involuntary liquidation, dissolution or winding up of the Corporation, no distribution shall be made (aA) to the holders of shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Preferred Stock unless, prior thereto, unless the holders of shares of Series A Preferred Stock shall have received for each share of Series A Preferred Stockreceived, subject to adjustment as hereinafter provided, (i) $1,000 40 per one-hundredth share plus an amount equal to accrued and unpaid dividends and distributions thereon, whether or not declared, to the date of such payment orpayment, or (ii) if greater than the amount specified in clause (a)(iA)(i) of this sentence, an amount equal to one thousand (1,000) 100 times the aggregate amount to be distributed per share to holders of Common Stock, as the same may be adjusted as hereinafter provided andprovided, and (bB) to the holders of shares stock ranking on a parity upon liquidation, dissolution or winding up with the Series A Preferred Stock, unless simultaneously therewith distributions are made ratably on the Series A Preferred Stock and all other shares of such parity stock in proportion to the total amounts to which the holders of shares of Series A Preferred Stock are entitled under clause (a)(iA)(i) of this sentence and to which the holders of such parity shares are entitled, in each case upon such liquidation, dissolution or winding up. The amount to which holders of Series A Preferred Stock may be entitled upon liquidation, dissolution or winding up of the Corporation pursuant to clause (a)(iA) of the foregoing sentence is hereinafter referred to as the “"Participating Liquidation Amount” " and the multiple of the amount to be distributed to holders of shares of Common Stock upon the liquidation, dissolution or winding up of the Corporation applicable pursuant to said clause to the determination of the Participating Liquidation Amount, as said multiple may be adjusted from time to time as hereinafter provided, is hereinafter referred to as the “"Liquidation Multiple.” ". In the event the Corporation shall at any time after the Effective Date January 10, 1997 declare or pay any dividend on Common Stock payable in shares of Common Stock, or effect a subdivision or split or a combination, consolidation or reverse split of the outstanding shares of Common Stock into a greater or lesser number of shares of Common Stock, then, then in each such case, case the Liquidation Multiple thereafter applicable to the determination of the Participating Liquidation Amount to which holders of Series A Preferred Stock shall be entitled after such event shall be the Liquidation Multiple applicable immediately prior to such event multiplied by a fraction the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.

Liquidation, Dissolution or Winding Up. Upon any voluntary or involuntary liquidation, dissolution or winding up of the Corporation, no distribution shall be made (ai) to the holders of shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Preferred Stock unless, prior thereto, unless the holders of shares of Series A Preferred Stock shall have received for each share of Series A Preferred Stock, subject to adjustment as hereinafter provided, (iA) $1,000 110,000.00 plus an amount equal to accrued and unpaid dividends and distributions thereon, whether or not declared, to the date of such payment or, (iiB) if greater than the amount specified in clause (a)(ii)(A) of this sentence, an amount equal to one thousand (1,000) 1000 times the aggregate amount to be distributed per share to holders of Common Stock, as the same may be adjusted as hereinafter provided and, and (bii) to the holders of shares stock ranking on a parity upon liquidation, dissolution or winding up with the Series A Preferred Stock, unless simultaneously therewith distributions are made ratably on the Series A Preferred Stock and all other shares of such parity stock in proportion to the total amounts to which the holders of shares of Series A Preferred Stock are entitled under clause (a)(ii)(A) of this sentence and to which the holders of such parity shares are entitled, in each case upon such liquidation, dissolution or winding up. The amount to which holders of Series A Preferred Stock may be entitled upon liquidation, dissolution or winding up of the Corporation pursuant to clause (a)(ii)(B) of the foregoing sentence is hereinafter referred to as the “Participating Liquidation Amount” "PARTICIPATING LIQUIDATION AMOUNT" and the multiple of the amount to be distributed to holders of shares of Common Stock upon the liquidation, dissolution or winding up of the Corporation applicable pursuant to said clause to the determination of the Participating Liquidation Amount, as said multiple may be adjusted from time to time as hereinafter provided, is hereinafter referred to as the “Liquidation Multiple.” "LIQUIDATION MULTIPLE". In the event the Corporation shall at any time after the Effective Date declare or pay any dividend on Common Stock payable in shares of Common Stock, or effect a subdivision or split or a combination, consolidation or reverse split of the outstanding shares of Common Stock into a greater or lesser number of shares of Common Stock, then, in each such case, the Liquidation Multiple thereafter applicable to the determination of the Participating Liquidation Amount to which holders of Series A Preferred Stock shall be entitled after such event shall be the Liquidation Multiple applicable immediately prior to such event multiplied by a fraction the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.

Liquidation, Dissolution or Winding Up. Upon any -------------------------------------- voluntary or involuntary liquidation, dissolution or winding up of the Corporation, no distribution shall be made (ai) to the holders of shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A D Preferred Stock unless, prior thereto, unless the holders of shares of Series A D Preferred Stock shall have received for each share of Series A D Preferred Stock, subject to adjustment as hereinafter provided, (iA) $1,000 30,000 plus an amount equal to accrued and unpaid dividends and distributions thereon, whether or not declared, to the date of such payment or, (iiB) if greater than the amount specified in clause (a)(ii)(A) of this sentence, an amount equal to one thousand (1,000) 1000 times the aggregate amount to be distributed per share to holders of Common Stock, as the same may be adjusted as hereinafter provided and, and (bii) to the holders of shares stock ranking on a parity upon liquidation, dissolution or winding up with the Series A D Preferred Stock, unless simultaneously therewith distributions are made ratably on the Series A D Preferred Stock and all other shares of such parity stock in proportion to the total amounts to which the holders of shares of Series A D Preferred Stock are entitled under clause (a)(ii)(A) of this sentence and to which the holders of such parity shares are entitled, in each case upon such liquidation, dissolution or winding up. The amount to which holders of Series A D Preferred Stock may be entitled upon liquidation, dissolution or winding up of the Corporation pursuant to clause (a)(ii)(B) of the foregoing sentence is hereinafter referred to as the “"Participating Liquidation Amount” " and the multiple of the amount to be distributed to holders of shares of Common Stock upon the liquidation, dissolution or winding up of the Corporation applicable pursuant to said clause to the determination of the Participating Liquidation Amount, as said multiple may be adjusted from time to time as hereinafter provided, is hereinafter referred to as the “"Liquidation Multiple.” ". In the event the Corporation shall at any time after the Effective Date declare or pay any dividend on Common Stock payable in shares of Common Stock, or effect a subdivision or split or a combination, consolidation or reverse split of the outstanding shares of Common Stock into a greater or lesser number of shares of Common Stock, then, in each such case, the Liquidation Multiple thereafter applicable to the determination of the Participating Liquidation Amount to which holders of Series A D Preferred Stock shall be entitled after such event shall be the Liquidation Multiple applicable immediately prior to such event multiplied by a fraction the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.

Liquidation, Dissolution or Winding Up. Upon If the Corporation shall commence a voluntary case under the Federal bankruptcy laws or any voluntary other applicable Federal or state bankruptcy, insolvency or similar law, or consent to the entry of any order for relief in an involuntary case under such law or to the appointment of a receiver, liquidator, assignee, custodian, trustee, sequestrator (or other similar official) of the Corporation, or of any substantial part of its property, or make an assignment for the benefit of its creditors, or admit in writing its inability to pay its debts generally as they become due, or if a decree or order for relief in respect of the Corporation shall be entered by a court having jurisdiction in the premises in an involuntary case under the Federal bankruptcy laws or any other applicable Federal or state bankruptcy, insolvency or similar law, or appointing a receiver, liquidator, assignee, custodian, trustee, sequestrator (or other similar official) of the Corporation or of any substantial part of its property, or ordering the winding up or liquidation or its affairs, and on account of any such event the Corporation shall liquidate, dissolve or wind up, or if the Corporation shall otherwise liquidate, dissolve or wind up, subject to the prior rights of holders of any Senior Stock, but before any distribution or payment shall be made to holders of Junior Stock, the holders of shares of Series B Preferred Stock shall be entitled to receive, on a parity with holders of Parity Stock, out of the assets of the Corporation legally available for distribution to stockholders, an amount per share of Series B Preferred Stock equal to the greater of: (i) the sum of (1) the Series B Liquidation Preference, and (2) an amount per share of the Series B Preferred Stock (the "Liquidation Lookback Return") equal to an eighteen percent (18%) per annum return on investment on the Stated Amount, compounded quarterly from the Issuance Date until the date of payment of full liquidating distributions upon shares of Series B Preferred Stock pursuant to this Section 4 reduced by the actual return (assuming quarterly compounding) on the Stated Amount over the same period calculated using the dividends actually paid, when paid; or (ii) the sum of (1) the Stated Amount, and (2) the Liquidation Lookback Return. If upon any liquidation, dissolution or winding up of the Corporation, no the available assets of the Corporation are insufficient to pay the amount of the liquidating distributions on all outstanding shares of Series B Preferred Stock and the corresponding amounts payable on all Parity Stock in the distribution shall be made (a) to of assets, then the holders of shares ranking junior (either as to dividends or upon liquidation, dissolution or winding up) of the Series B Preferred Stock and the Parity Stock shall share equally and ratably in any distribution of assets of the Corporation first in proportion to the Series A Preferred Stock unless, prior theretofull liquidating distributions per share to which they would otherwise be respectively entitled and then in proportion to their respective amounts of accrued but unpaid dividends. After payment of the full amount of the greater of the amounts set forth in clause (i) or (ii) above to which they are entitled, the holders of shares of Series A B Preferred Stock shall have received for each share of Series A Preferred Stock, subject to adjustment as hereinafter provided, (i) $1,000 plus an amount equal to accrued and unpaid dividends and distributions thereon, whether or will not declared, to the date of such payment or, (ii) if greater than the amount specified in clause (a)(i) of this sentence, an amount equal to one thousand (1,000) times the aggregate amount to be distributed per share to holders of Common Stock, as the same may be adjusted as hereinafter provided and, (b) to the holders of shares ranking on a parity upon liquidation, dissolution or winding up with the Series A Preferred Stock, unless simultaneously therewith distributions are made ratably on the Series A Preferred Stock and all other shares of such parity stock in proportion to the total amounts to which the holders of shares of Series A Preferred Stock are entitled under clause (a)(i) of this sentence and to which the holders of such parity shares are entitled, in each case upon such liquidation, dissolution or winding up. The amount to which holders of Series A Preferred Stock may be entitled upon liquidation, dissolution or winding up to any further participation in any distribution of assets of the Corporation pursuant and shall not be entitled to clause (a)(i) any other distribution. For the purposes of this Section 4, neither the foregoing sentence is hereinafter referred to as the “Participating Liquidation Amount” and the multiple of the amount to be distributed to holders of shares of Common Stock upon the liquidationconsolidation, dissolution merger or winding up other business combination of the Corporation applicable pursuant to said clause to the determination of the Participating Liquidation Amount, as said multiple may be adjusted from time to time as hereinafter provided, is hereinafter referred to as the “Liquidation Multiple.” In the event the Corporation shall at with or into any time after the Effective Date declare other entity or pay any dividend on Common Stock payable in shares of Common Stock, or effect a subdivision or split or a combination, consolidation or reverse split of the outstanding shares of Common Stock into a greater or lesser number of shares of Common Stock, then, in each such case, the Liquidation Multiple thereafter applicable to the determination of the Participating Liquidation Amount to which holders of Series A Preferred Stock shall be entitled after such event shall be the Liquidation Multiple applicable immediately prior to such event multiplied by a fraction the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.entities nor

Liquidation, Dissolution or Winding Up. Upon any voluntary or involuntary liquidation, dissolution or winding up of the Corporation, no distribution shall be made (aA) to the holders of shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A C Preferred Stock unless, prior thereto, unless the holders of shares of Series A C Preferred Stock shall have received for each share of Series A Preferred Stockreceived, subject to adjustment as hereinafter provided, (i) $1,000 39 per one-hundredth share plus an amount equal to accrued and unpaid dividends and distributions thereon, whether or not declared, to the date of such payment orpayment, or (ii) if greater than the amount specified in clause (a)(iA)(i) of this sentence, an amount equal to one thousand (1,000) 100 times the aggregate amount to be distributed per share to holders of Class A Common Stock, as the same may be adjusted as hereinafter provided andprovided, and (bB) to the holders of shares stock ranking on a parity upon liquidation, dissolution or winding up with the Series A C Preferred Stock, unless simultaneously therewith distributions are made ratably on the Series A C Preferred Stock and all other shares of such parity stock in proportion to the total amounts to which the holders of shares of Series A C Preferred Stock are entitled under clause (a)(iA)(i) of this sentence and to which the holders of such parity shares are entitled, in each case upon such liquidation, dissolution or winding up. The amount to which holders of Series A C Preferred Stock may be entitled upon liquidation, dissolution or winding up of the Corporation pursuant to clause (a)(iA) of the foregoing sentence is hereinafter referred to as the “"Series C Participating Liquidation Amount” " and the multiple of the amount to be distributed to holders of shares of Class A Common Stock upon the liquidation, dissolution or winding up of the Corporation applicable pursuant to said clause to the determination of the Participating Liquidation Amount, as said multiple may be adjusted from time to time as hereinafter provided, is hereinafter referred to as the “Liquidation Multiple.” In the event the Corporation shall at any time after the Effective Date declare or pay any dividend on Common Stock payable in shares of Common Stock, or effect a subdivision or split or a combination, consolidation or reverse split of the outstanding shares of Common Stock into a greater or lesser number of shares of Common Stock, then, in each such case, the Liquidation Multiple thereafter applicable to the determination of the Participating Liquidation Amount to which holders of "Series A Preferred Stock shall be entitled after such event shall be the Liquidation Multiple applicable immediately prior to such event multiplied by a fraction the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.C

Liquidation, Dissolution or Winding Up. Upon any voluntary or involuntary liquidation, dissolution or winding up of the Corporation, no distribution shall be made (ai) to the holders of shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A B Preferred Stock unless, prior thereto, unless the holders of shares of Series A B Preferred Stock shall have received for each share of Series A B Preferred Stock, subject to adjustment as hereinafter provided, (iA) $1,000 55,000 plus an amount equal to accrued and unpaid dividends and distributions thereon, whether or not declared, to the date of such payment or, (iiB) if greater than the amount specified in clause (a)(ii)(A) of this sentence, an amount equal to one thousand (1,000) 1,000 times the aggregate amount to be distributed per share to holders of Common Stock, as the same may be adjusted as hereinafter provided and, and (bii) to the holders of shares stock ranking on a parity upon liquidation, dissolution or winding up with the Series A B Preferred Stock, unless simultaneously therewith distributions are made ratably on the Series A B Preferred Stock and all other shares of such parity stock in proportion to the total amounts to which the holders of shares of Series A B Preferred Stock are entitled under clause (a)(ii)(A) of this sentence and to which the holders of such parity shares are entitled, in each case upon such liquidation, dissolution or winding up. The amount to which holders of Series A B Preferred Stock may be entitled upon liquidation, dissolution or winding up of the Corporation pursuant to clause (a)(ii)(B) of the foregoing sentence is hereinafter referred to as the “Participating Liquidation Amount” "PARTICIPATING LIQUIDATION AMOUNT" and the multiple of the amount to be distributed to holders of shares of Common Stock upon the liquidation, dissolution or winding up of the Corporation applicable pursuant to said clause to the determination of the Participating Liquidation Amount, as said multiple may be adjusted from time to time as hereinafter provided, is hereinafter referred to as the “Liquidation Multiple.” "LIQUIDATION MULTIPLE". In the event the Corporation shall at any time after the Effective Date declare or pay any dividend on Common Stock payable in shares of Common Stock, or effect a subdivision or split or a combination, consolidation or reverse split of the outstanding shares of Common Stock into a greater or lesser number of shares of Common Stock, then, in each such case, the Liquidation Multiple thereafter applicable to the determination of the Participating Liquidation Amount to which holders of Series A B Preferred Stock shall be entitled after such event shall be the Liquidation Multiple applicable immediately prior to such event multiplied by a fraction the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.

Liquidation, Dissolution or Winding Up. Upon (a) In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Corporation, no distribution shall be made (a) to the holders of shares ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Preferred Stock unless, prior thereto, the holders of shares of Series A Preferred then outstanding shall be entitled to be paid out of the assets of the Corporation available for distribution to its stockholders, before any payment shall be made to the holders of any shares of Junior Capital Stock shall have received for each share by reason of their ownership thereof, an amount (the "Liquidation Preference") equal to the greater of (i) the amount the holders of Series A Preferred Stock, subject to adjustment as hereinafter provided, (i) $1,000 plus an amount equal to accrued and unpaid dividends and distributions thereon, whether or not declared, to the date would have received had they converted their shares of such payment or, (ii) if greater than the amount specified in clause (a)(i) of this sentence, an amount equal to one thousand (1,000) times the aggregate amount to be distributed per share to holders of Preferred Stock into Common Stock, as in accordance with the same may be adjusted as hereinafter provided andprovisions of Section 5 hereof, (b) immediately prior to the holders of shares ranking on a parity upon such liquidation, dissolution or winding up with and (ii) the Series A Preferred StockStated Amount then in effect plus (A) if such liquidation, unless simultaneously therewith distributions are made ratably dissolution or winding up occurs prior to the Final Quarterly Dividend Accrual Date, the increase in the Stated Amount which would have occurred on the Series A Preferred Stock and all other shares of such parity stock in proportion to the total amounts to which the holders of shares of Series A Preferred Stock are entitled under clause (a)(i) of this sentence and to which the holders of such parity shares are entitled, in each case upon Quarterly Dividend Accrual Date next following such liquidation, dissolution or winding up, pro rated to the date of such liquidation, dissolution or winding up or (B) if such liquidation, dissolution or winding up occurs after the Final Quarterly Dividend Accrual Date, the amount of any accumulated but unpaid cash dividends as of the date of such event. The amount to which holders of Series A Preferred Stock may be entitled If upon any such liquidation, dissolution or winding up of the Corporation pursuant to clause (a)(i) the remaining assets of the foregoing sentence is hereinafter referred Corporation available for distribution to as its stockholders shall be insufficient to pay the “Participating Liquidation Amount” and the multiple of the amount to be distributed to holders of shares of Common Stock upon Series A Preferred the liquidationfull amount to which they shall be entitled pursuant to this Section 4(a), dissolution or winding up the holders of shares of Series A Preferred, and any other shares ranking on a parity therewith, shall share ratably in any distribution of the remaining assets and funds of the Corporation applicable pursuant to said clause in proportion to the determination respective amounts which would otherwise be payable in respect of the Participating Liquidation Amount, as said multiple may be adjusted from time to time as hereinafter provided, is hereinafter referred to as the “Liquidation Multiple.” In the event the Corporation shall at any time after the Effective Date declare or pay any dividend on Common Stock payable in shares of Common Stock, or effect a subdivision or split or a combination, consolidation or reverse split of the outstanding shares of Common Stock into a greater or lesser number of shares of Common Stock, then, in each such case, the Liquidation Multiple thereafter applicable to the determination of the Participating Liquidation Amount to which holders of Series A Preferred Stock shall be entitled after held by them upon such event shall be the Liquidation Multiple applicable immediately prior distribution if all amounts payable on or with respect to such event multiplied by a fraction the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such eventpaid in full.

Liquidation, Dissolution or Winding Up. (a) Upon any liquidation (voluntary or involuntary liquidationotherwise), dissolution or winding up of the Corporation, no distribution shall be made (a) to the holders of shares of Common Stock or any other stock of the Corporation ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Preferred B Stock unless, prior thereto, the holders of shares of Series A Preferred B Stock shall have received for each $100.00 per share of Series A Preferred Stock, subject to adjustment as hereinafter provided, (i) $1,000 plus an amount equal to all accrued and unpaid dividends and distributions thereon, whether or not declared, to the date of such payment or(the "Series B Liquidation Preference"). Following the payment of the full amount of the Series B Liquidation Preference, no additional distributions shall be made to the holders of shares of Series B Stock unless, prior thereto, the holders of shares of Common Stock (which term shall include, for the purposes only of this Section 6, any series of the Corporation's Preferred Stock ranking on a parity with the Common Stock upon liquidation, dissolution or winding up) shall have received an amount per share (the "Common Adjustment") equal to the quotient obtained by dividing (i) the Series B Liquidation Preference by (ii 100 (as appropriately adjusted as set forth in Section 8 hereof to reflect such events as stock splits, stock dividends and recapitalizations with respect to the Common Stock); such number in this clause (ii) if greater than the amount specified in clause (a)(i) of this sentence, an amount equal to one thousand (1,000) times the aggregate amount to be distributed per share to holders of Common Stock), as the same may be adjusted as hereinafter provided and, (b) to the holders of shares ranking on a parity upon liquidation, dissolution or winding up with the Series A Preferred Stock, unless simultaneously therewith distributions are made ratably on the Series A Preferred Stock and all other shares of such parity stock in proportion to the total amounts to which the holders of shares of Series A Preferred Stock are entitled under clause (a)(i) of this sentence and to which the holders of such parity shares are entitled, in each case upon such liquidation, dissolution or winding up. The amount to which holders of Series A Preferred Stock may be entitled upon liquidation, dissolution or winding up of the Corporation pursuant to clause (a)(i) of the foregoing sentence is hereinafter referred to as the “Participating Liquidation Amount” and the multiple of the amount to be distributed to holders of shares of Common Stock upon the liquidation, dissolution or winding up of the Corporation applicable pursuant to said clause to the determination of the Participating Liquidation Amount, as said multiple may be adjusted from time to time as hereinafter providedtime, is hereinafter referred to as the “Liquidation Multiple.” "Adjustment Number". In the event event, however, that there are not sufficient assets available to permit payment in full of the Corporation Common Adjustment, then any remaining assets shall at any time after be distributed ratably to the Effective Date declare or pay any dividend on Common Stock payable in shares holders of Common Stock, or effect a subdivision or split or a combination, consolidation or reverse split . Following the payment of the full amount of the Series B Liquidation Preference and the Common Adjustment in respect of all outstanding shares of Series B Stock and Common Stock into a greater or lesser number Stock, respectively, holders of shares of Common Stock, then, in each such case, the Liquidation Multiple thereafter applicable to the determination of the Participating Liquidation Amount to which Series B Stock and holders of Series A Preferred Stock shall be entitled after such event shall be the Liquidation Multiple applicable immediately prior to such event multiplied by a fraction the numerator of which is the number of shares of Common Stock outstanding immediately after such event shall receive their ratable and proportionate share of any remaining assets to be distributed in the denominator ratio of which is the number of shares of Common Stock that were outstanding immediately prior Adjustment Number to one (1) with respect to such eventSeries B Stock and Common Stock, on a per share basis, respectively.

Liquidation, Dissolution or Winding Up. Upon any voluntary or involuntary liquidation, dissolution or winding up of the Corporation, no distribution shall be made (ai) to the holders of shares ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A B Preferred Stock unless, prior thereto, unless the holders of shares of Series A B Preferred Stock shall have received for each share of Series A B Preferred Stock, subject to adjustment as hereinafter provided, (iA) $1,000 .001 plus an amount equal to accrued and unpaid dividends and distributions thereon, whether or not declared, to the date of such payment or, (iiB) if greater than the amount specified in clause (a)(ii)(A) of this sentence, an amount equal to one thousand (1,000) 1000 times the aggregate amount to be distributed per share to holders of Common Stock, as the same may be adjusted as hereinafter provided and, and (bii) to the holders of shares ranking on a parity upon liquidation, dissolution or winding up with the Series A B Preferred Stock, unless simultaneously therewith distributions are made ratably on the Series A B Preferred Stock and all other shares of such parity stock in proportion to the total amounts to which the holders of shares of Series A B Preferred Stock are entitled under clause (a)(ii)(A) of this sentence and to which the holders of such parity shares are entitled, in each case upon such liquidation, dissolution or winding up. The amount to which holders of Series A B Preferred Stock may be entitled upon liquidation, dissolution or winding up of the Corporation pursuant to clause (a)(ii)(B) of the foregoing sentence is hereinafter referred to as the “Participating Liquidation Amount” and the multiple of the amount to be distributed to holders of shares of Common Stock upon the liquidation, dissolution or winding up of the Corporation applicable pursuant to said clause to the determination of the Participating Liquidation Amount, as said multiple may be adjusted from time to time as hereinafter provided, is hereinafter referred to as the “Liquidation Multiple.” ”. In the event the Corporation shall at any time after the Effective Date declare or pay any dividend on Common Stock payable in shares of Common Stock, or effect a subdivision or split or a combination, consolidation or reverse split of the outstanding shares of Common Stock into a greater or lesser number of shares of Common Stock, then, in each such case, the Liquidation Multiple thereafter applicable to the determination of the Participating Liquidation Amount to which holders of Series A B Preferred Stock shall be entitled after such event shall be the Liquidation Multiple applicable immediately prior to such event multiplied by a fraction the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.

Liquidation, Dissolution or Winding Up. Upon If the Corporation shall commence a voluntary case under the Federal bankruptcy laws or any voluntary other applicable Federal or state bankruptcy, insolvency or similar law, or consent to the entry of any order for relief in an involuntary case under such law or to the appointment of a receiver, liquidator, assignee, custodian, trustee, sequestrator (or other similar official) of the Corporation, or of any substantial part of its property, or make an assignment for the benefit of its creditors, or admit in writing its inability to pay its debts generally as they become due, or if a decree or order for relief in respect of the Corporation shall be entered by a court having jurisdiction in the premises in an involuntary case under the Federal bankruptcy laws or any other applicable Federal or state bankruptcy, insolvency or similar law, or appointing a receiver, liquidator, assignee, custodian, trustee, sequestrator (or other similar official) of the Corporation or of any substantial part of its property, or ordering the winding up or liquidation or its affairs, and on account of any such event 4 138 the Corporation shall liquidate, dissolve or wind up, or if the Corporation shall otherwise liquidate, dissolve or wind up, subject to the prior rights of holders of any Senior Stock, but before any distribution or payment shall be made to holders of Junior Stock, the holders of shares of Series C Preferred Stock shall be entitled to receive, on a parity with holders of Parity Stock, out of the assets of the Corporation legally available for distribution to stockholders, an amount per share of Series C Preferred Stock equal to the greater of: (i) the sum of (1) the Series C Liquidation Preference, and (2) an amount per share of the Series C Preferred Stock (the "Liquidation Lookback Return") equal to an eighteen percent (18%) per annum return on investment on the Stated Amount, compounded quarterly from the Issuance Date until the date of payment of full liquidating distributions upon shares of Series C Preferred Stock pursuant to this Section 4 reduced by the actual return (assuming quarterly compounding) on the Stated Amount over the same period calculated using the dividends actually paid, when paid; or (ii) the sum of (1) the Stated Amount, and (2) the Liquidation Lookback Return. If upon any liquidation, dissolution or winding up of the Corporation, no the available assets of the Corporation are insufficient to pay the amount of the liquidating distributions on all outstanding shares of Series C Preferred Stock and the corresponding amounts payable on all Parity Stock in the distribution shall be made (a) to of assets, then the holders of shares ranking junior (either as to dividends or upon liquidation, dissolution or winding up) of the Series C Preferred Stock and the Parity Stock shall share equally and ratably in any distribution of assets of the Corporation first in proportion to the Series A Preferred Stock unless, prior theretofull liquidating distributions per share to which they would otherwise be respectively entitled and then in proportion to their respective amounts of accrued but unpaid dividends. After payment of the full amount of the greater of the amounts set forth in clause (i) or (ii) above to which they are entitled, the holders of shares of Series A C Preferred Stock will not be entitled to any further participation in any distribution of assets of the Corporation and shall have received for each share of Series A Preferred Stock, subject not be entitled to adjustment as hereinafter provided, (i) $1,000 plus an amount equal to accrued and unpaid dividends and distributions thereon, whether or not declared, to any other distribution. For the date of such payment or, (ii) if greater than the amount specified in clause (a)(i) purposes of this sentenceSection 4, an amount equal to one thousand (1,000) times neither the aggregate amount consolidation, merger or other business combination of the Corporation with or into any other entity or entities nor the sale of all or substantially all the assets of the Corporation shall be deemed to be distributed per share to holders of Common Stock, as the same may be adjusted as hereinafter provided and, (b) to the holders of shares ranking on a parity upon liquidation, dissolution or winding up with the Series A Preferred Stock, unless simultaneously therewith distributions are made ratably on the Series A Preferred Stock and all other shares of such parity stock in proportion to the total amounts to which the holders of shares of Series A Preferred Stock are entitled under clause (a)(i) of this sentence and to which the holders of such parity shares are entitled, in each case upon such liquidation, dissolution or winding up. The amount to which holders of Series A Preferred Stock may be entitled upon liquidation, dissolution or winding up of the Corporation pursuant to clause (a)(i) of the foregoing sentence is hereinafter referred to as the “Participating Liquidation Amount” and the multiple of the amount to be distributed to holders of shares of Common Stock upon the liquidation, dissolution or winding up of the Corporation applicable pursuant to said clause to the determination of the Participating Liquidation Amount, as said multiple may be adjusted from time to time as hereinafter provided, is hereinafter referred to as the “Liquidation MultipleCorporation.” In the event the Corporation shall at any time after the Effective Date declare or pay any dividend on Common Stock payable in shares of Common Stock, or effect a subdivision or split or a combination, consolidation or reverse split of the outstanding shares of Common Stock into a greater or lesser number of shares of Common Stock, then, in each such case, the Liquidation Multiple thereafter applicable to the determination of the Participating Liquidation Amount to which holders of Series A Preferred Stock shall be entitled after such event shall be the Liquidation Multiple applicable immediately prior to such event multiplied by a fraction the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.

Liquidation, Dissolution or Winding Up. Upon any voluntary or involuntary liquidation, dissolution or winding up of the CorporationCompany, no distribution shall be made (ai) to the holders of shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A B Preferred Stock unless, prior thereto, unless the holders of shares of Series A B Preferred Stock shall have received for each share of Series A B Preferred Stock, subject to adjustment as hereinafter provided, (iA) $1,000 20,000 plus an amount equal to accrued and unpaid dividends and distributions thereon, whether or not declared, thereon to the date of such payment or, (iiB) if greater than the amount specified in clause (a)(ii)(A) of this sentence, an amount equal to one thousand (1,000) 100 times the aggregate amount to be distributed per share to holders of Common Stock, as the same may be adjusted as hereinafter provided and, and (bii) to the holders of shares stock ranking on a parity upon liquidation, dissolution or winding up with the Series A B Preferred Stock, unless simultaneously therewith distributions are made ratably on the Series A B Preferred Stock and all other shares of such parity stock in proportion to the total amounts to which the holders of shares of Series A B Preferred Stock are entitled under clause (a)(ii)(A) of this sentence and to which the holders of such parity shares are entitled, in each case upon such liquidation, dissolution or winding up. The amount to which holders of Series A B Preferred Stock may be entitled upon liquidation, dissolution or winding up of the Corporation Company pursuant to clause (a)(ii)(B) of the foregoing sentence is hereinafter referred to as the “"Participating Liquidation Amount” " and the multiple of the amount to be distributed to holders of shares of Common Stock upon the liquidation, dissolution or winding up of the Corporation Company applicable pursuant to said clause to the determination of the Participating Liquidation Amount, as said multiple may be adjusted from time to time as hereinafter provided, is hereinafter referred to as the “"Liquidation Multiple.” ". In the event the Corporation Company shall at any time after the Effective Date June 28, 1997 declare or pay any dividend on Common Stock payable in shares of Common Stock, or effect a subdivision or split or a combination, consolidation or reverse split of the outstanding shares of Common Stock into a greater or lesser number of shares of Common Stock, then, in each such case, the Liquidation Multiple thereafter applicable to the determination of the Participating Liquidation Amount to which holders of Series A B Preferred Stock shall be entitled after such event shall be the Liquidation Multiple applicable immediately prior to such event multiplied by a fraction the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.

Liquidation, Dissolution or Winding Up. Upon any voluntary or involuntary liquidation, dissolution or winding up of the CorporationCompany, no distribution shall be made (ai) to the holders of shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Preferred Stock unless, prior thereto, unless the holders of shares of Series A Preferred Stock shall have received for each share of Series A Preferred Stock, subject to adjustment as hereinafter provided, (iA) $1,000 12,000.00 plus an amount equal to accrued and unpaid dividends and distributions thereon, whether or not declared, to the date of such payment or, (iiB) if greater than the amount specified in clause (a)(ii)(A) of this sentence, an amount equal to one thousand (1,000) 100 times the aggregate amount to be distributed per share to holders of Common Stock, as the same may be adjusted as hereinafter provided and, and (bii) to the holders of shares stock ranking on a parity upon liquidation, dissolution or winding up with the Series A Preferred Stock, unless simultaneously therewith distributions are made ratably on the Series A Preferred Stock and all other shares of such parity stock in proportion to the total amounts to which the holders of shares of Series A Preferred Stock are entitled under clause (a)(ii)(A) of this sentence and to which the holders of such parity shares are entitled, in each case upon such liquidation, dissolution or winding up. The amount to which holders of Series A Preferred Stock may be entitled upon liquidation, dissolution or winding up of the Corporation Company pursuant to clause (a)(ii)(B) of the foregoing sentence is hereinafter referred to as the “"Participating Liquidation Amount” " and the multiple of the amount to be distributed to holders of shares of Common Stock upon the liquidation, dissolution or winding up of the Corporation Company applicable pursuant to said clause to the determination of the Participating Liquidation Amount, as said multiple may be adjusted from time to time as hereinafter provided, is hereinafter referred to as the “"Liquidation Multiple.” ". In the event the Corporation Company shall at any time after the Effective Date October 16, 1995 declare or pay any dividend on Common Stock payable in shares of Common Stock, or effect a subdivision or split or a combination, consolidation or reverse split of the outstanding shares of Common Stock into a greater or lesser number of shares of Common Stock, then, in each such case, the Liquidation Multiple thereafter applicable to the determination of the Participating Liquidation Amount to which holders of Series A Preferred Stock shall be entitled after such event shall be the Liquidation Multiple applicable immediately prior to such event multiplied by a fraction the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.of

Liquidation, Dissolution or Winding Up. Upon any voluntary or involuntary liquidation, dissolution or winding up of the Corporation, no distribution shall be made (ai) to the holders of shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Preferred Stock unless, prior thereto, unless the holders of shares of Series A Preferred Stock shall have received for each share of Series A Preferred Stock, subject to adjustment as hereinafter provided, (iA) $1,000 2,000 plus an amount equal to accrued and unpaid dividends and distributions thereon, whether or not declared, to the date of such payment or, (iiB) if greater than the amount specified in clause (a)(ii)(A) of this sentence, an amount equal to one thousand (1,000) 100 times the aggregate amount to be distributed per share to holders of Common Stock, as the same may be adjusted as hereinafter provided and, and (bii) to the holders of shares stock ranking on a parity upon liquidation, dissolution or winding up with the Series A Preferred Stock, unless simultaneously therewith distributions are made ratably on the Series A Preferred Stock and all other shares of such parity stock in proportion to the total amounts to which the holders of shares of Series A Preferred Stock are entitled under clause (a)(ii)(A) of this sentence and to which the holders of such parity shares are entitled, in each case upon such liquidation, dissolution or winding up. The amount to which holders of Series A Preferred Stock may be entitled upon liquidation, dissolution or winding up of the Corporation pursuant to clause (a)(ii)(B) of the foregoing sentence is hereinafter referred to as the “Participating Liquidation Amount” "PARTICIPATING LIQUIDATION AMOUNT" and the multiple of the amount to be distributed to holders of shares of Common Stock upon the liquidation, dissolution or winding up of the Corporation applicable pursuant to said clause to the determination of the Participating Liquidation Amount, as said multiple may be adjusted from time to time as hereinafter provided, is hereinafter referred to as the “Liquidation Multiple.” "LIQUIDATION MULTIPLE". In the event the Corporation shall at any time after the Effective Date declare or pay any dividend on Common Stock payable in shares of Common Stock, or effect a subdivision or split or a combination, consolidation or reverse split of the outstanding shares of Common Stock into a greater or lesser number of shares of Common Stock, then, in each such case, the Liquidation Multiple thereafter applicable to the determination of the Participating Liquidation Amount to which holders of Series A Preferred Stock shall be entitled after such event shall be the Liquidation Multiple applicable immediately prior to such event multiplied by a fraction the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.

Liquidation, Dissolution or Winding Up. Upon If the Corporation shall adopt a plan of liquidation or of dissolution, or commence a voluntary case under the Federal bankruptcy laws or any voluntary other applicable state or Federal bankruptcy, insolvency or similar law (any such laws, the "Bankruptcy Law"), or consent to the entry of an order for relief in any involuntary liquidationcase under any such law or to the appointment of a receiver, dissolution liquidator, assignee, custodian, trustee or winding up sequestrator (or similar official) of the CorporationCorporation or of any substantial part of its property, no distribution and on account of such event the Corporation shall be made (a) to the holders of shares ranking junior (either as to dividends liquidate, dissolve or wind up, or upon liquidation, dissolution or winding up) to the Series A Preferred Stock unless, prior thereto, the holders of shares of Series A Preferred Stock shall have received for each share of Series A Preferred Stock, subject to adjustment as hereinafter provided, (i) $1,000 plus an amount equal to accrued and unpaid dividends and distributions thereon, whether or not declared, to the date of such payment or, (ii) if greater than the amount specified in clause (a)(i) of this sentence, an amount equal to one thousand (1,000) times the aggregate amount to be distributed per share to holders of Common Stock, as the same may be adjusted as hereinafter provided and, (b) to the holders of shares ranking on a parity upon liquidation, dissolution or winding up with the Series A Preferred Stock, unless simultaneously therewith distributions are made ratably on the Series A Preferred Stock and all any other shares of such parity stock in proportion to the total amounts to which the holders of shares of Series A Preferred Stock are entitled under clause (a)(i) of this sentence and to which the holders of such parity shares are entitled, in each case upon such liquidation, dissolution or winding up. The amount to which holders of Series A Preferred Stock may be entitled upon liquidation, dissolution or winding up of the Corporation pursuant (any such event, a "Liquidation"), each holder shall be entitled to receive out of assets of the Corporation available for distribution to its stockholders, in preference to any distribution to holders of Junior Stock, including without limitation Common Stock, an amount of cash with respect to each share of Convertible Preferred Stock held by such holder (such amount being such share's "Liquidation Preference") equal to the greater of (i) if measured prior to the Dividend Commencement Date, the Stated Value, or, if measured on or following the Dividend Commencement Date, the Adjusted Accrued Value, of such share and (ii) the amount that would be payable to such holder in respect of Common Stock issuable upon conversion of such share of Convertible Preferred Stock if all outstanding shares of Convertible Preferred Stock were converted into Common Stock immediately prior to the Liquidation in accordance with Section 7 hereof (the amount in this clause (a)(iii) of the foregoing sentence is hereinafter being referred to as the “"Participating Liquidation Preference Amount” and the multiple of the amount to be distributed to holders of shares of Common Stock upon the liquidation, dissolution or winding up of the Corporation applicable pursuant to said clause to the determination of the Participating Liquidation Amount, as said multiple may be adjusted from time to time as hereinafter "); provided, is hereinafter referred to as however, that solely for the “Liquidation Multiple.” In the event the Corporation shall at any time after the Effective Date declare or pay any dividend on Common Stock payable in shares purpose of Common Stock, or effect a subdivision or split or a combination, consolidation or reverse split of the outstanding shares of Common Stock into a greater or lesser number of shares of Common Stock, then, in each such case, the Liquidation Multiple thereafter applicable to the determination of the Participating Liquidation Amount to which holders of Series A Preferred Stock shall be entitled after such event shall be the Liquidation Multiple applicable immediately prior to such event multiplied by a fraction the numerator of which is determining the number of shares of Common Stock outstanding immediately after into which the Convertible Preferred Stock is then convertible, the Conversion Limitation shall be disregarded; provided, further, in the event of a Liquidation that occurs due to a voluntary or involuntary case of the Corportaion under Bankruptcy Law, if the Liquidation Preference with respect to each share of Convertible Preferred Stock is equal to the Participating Preference Amount, then, notwithstanding anything to the contrary in this Certificate of Designations, each holder shall receive, out of the assets of the Corporation available for distribution to its stockholders, such event Liquidation Preference as follows: (x) in preference to any distribution to holders of Junior Stock, an amount of cash with respect to each share of Convertible Preferred Stock held by such holder equal to the Adjusted Accrued Value and (y) thereafter, the denominator holders of which is Convertible Preferred Stock shall be entitled to share in all remaining assets of the Corporation, pari passu with the holders of the Common Stock (with the holders of the Convertible Preferred Stock deemed to hold that number of shares of Common Stock that were outstanding immediately prior into which Convertible Preferred Stock with a Liquidation Preference equal to the Excess Amount could be converted) until the holders of Convertible Preferred Stock shall have received an amount equal to the amount by which the Participating Preference Amount exceeds the Adjusted Accrued Value (the "Excess Amount"). No full preferential payment on account of any dissolution, winding-up or liquidation of the Corporation shall be made to the holders of any class of Parity Stock unless there shall likewise be paid at the same time to the holders of the Convertible Preferred Stock the full amounts to which such holders are entitled with respect to such eventdistribution. If the assets of the Corporation are not sufficient to pay in full the liquidation payments payable to the holders of the outstanding Convertible Preferred Stock and outstanding shares of Parity Stock, then the holders of all such shares shall share ratably in such distribution of assets in accordance with the full respective preferential payments that would be payable on such shares of Convertible Preferred Stock and such shares of Parity Stock if all amounts payable thereon were payable in full.

Liquidation, Dissolution or Winding Up. Upon any voluntary or involuntary liquidation, dissolution or winding up of the CorporationCompany, no distribution shall be made (ai) to the holders of shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Preferred Stock unless, prior thereto, unless the holders of shares of Series A Preferred Stock shall have received for each share of Series A Preferred Stockreceived, subject to adjustment as hereinafter provided, (iA) $1,000 100.00 per share plus an amount equal to accrued and unpaid dividends and distributions thereon, whether or not declared, to the date of such payment orpayment, or (iiB) if greater than the amount specified in clause (a)(ii)(A) of this sentence, an amount equal to one thousand (1,000) 100 times the aggregate amount to be distributed per share to holders of Common Stock, as the same may be adjusted as hereinafter provided andprovided, and (bii) to the holders of shares stock ranking on a parity upon liquidation, dissolution or winding up with the Series A Preferred Stock, unless simultaneously therewith distributions are made ratably on the Series A Preferred Stock and all other shares of such parity stock in proportion to the total amounts to which the holders of shares of Series A Preferred Stock are entitled under clause (a)(ii)(A) of this sentence and to which the holders of such parity shares are entitled, in each case upon such liquidation, dissolution or winding up. The amount to which holders of Series A Preferred Stock may be entitled upon liquidation, dissolution or winding up of the Corporation Company pursuant to clause (a)(ii)(B) of the foregoing sentence is hereinafter referred to as the “Participating Liquidation Amount” and the multiple of the amount to be distributed to holders of shares of Common Stock upon the liquidation, dissolution or winding up of the Corporation Company applicable pursuant to said clause to the determination of the Participating Liquidation Amount, as said multiple may be adjusted from time to time as hereinafter provided, is hereinafter referred to as the “Liquidation Multiple.” In ”. If the event the Corporation Company shall at any time after the Effective Date July 15, 2013 declare or pay any dividend on Common Stock payable in shares of Common Stock, or effect a subdivision or split or a combination, consolidation or reverse split of the outstanding shares of Common Stock into a greater or lesser number of shares of Common Stock, then, then in each such case, case the Liquidation Multiple thereafter applicable to the determination of the Participating Liquidation Amount to which holders of Series A Preferred Stock shall be entitled after such event shall be the Liquidation Multiple applicable immediately prior to before such event multiplied by a fraction the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to before such event.

Liquidation, Dissolution or Winding Up. Upon any voluntary or involuntary liquidation, dissolution or winding up of the Corporation, no distribution shall be made (aA) to the holders of shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A B Preferred Stock unless, prior thereto, unless the holders of shares of Series A B Preferred Stock shall have received for each share of Series A Preferred Stockreceived, subject to adjustment as hereinafter provided, (i) $1,000 45 per one-hundredth share plus an amount equal to accrued and unpaid dividends and distributions thereon, whether or not declared, to the date of such payment orpayment, or (ii) if greater than the amount specified in clause (a)(iA)(i) of this sentence, an amount equal to one thousand (1,000) 100 times the aggregate amount to be distributed per share to holders of Common Stock, as the same may be adjusted as hereinafter provided andprovided, and (bB) to the holders of shares stock ranking on a parity upon liquidation, dissolution or winding up with the Series A B Preferred Stock, unless simultaneously therewith distributions are made ratably on the Series A B Preferred Stock and all other shares of such parity stock in proportion to the total amounts to which the holders of shares of Series A B Preferred Stock are entitled under clause (a)(iA)(i) of this sentence and to which the holders of such parity shares are entitled, in each case upon such liquidation, dissolution or winding up. The amount to which holders of Series A B Preferred Stock may be entitled upon liquidation, dissolution or winding up of the Corporation pursuant to clause (a)(iA) of the foregoing sentence is hereinafter referred to as the “"Series B Participating Liquidation Amount” " and the multiple of the amount to be distributed to holders of shares of Common Stock upon the liquidation, dissolution or winding up of the Corporation applicable pursuant to said clause to the determination of the Series B Participating Liquidation Amount, as said multiple may be adjusted from time to time as hereinafter provided, is hereinafter referred to as the “"Series B Liquidation Multiple.” ". In the event the Corporation shall at any time after the Effective Date November 2, 2003 declare or pay any dividend on Common Stock payable in shares of Common Stock, or effect a subdivision or split or a combination, consolidation or reverse split of the outstanding shares of Common Stock into a greater or lesser number of shares of Common Stock, then, then in each such case, case the Series B Liquidation Multiple thereafter applicable to the determination of the Series B Participating Liquidation Amount to which holders of Series A B Preferred Stock shall be entitled after such event shall be the Series B Liquidation Multiple applicable immediately prior to such event multiplied by a fraction the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.

Liquidation, Dissolution or Winding Up. Upon any voluntary or involuntary liquidation, dissolution or winding up of the CorporationCompany, no distribution shall be made (a1) to the holders of shares Company Securities ranking junior (either as to dividends distributions or upon liquidation, dissolution or winding up) to the Series A I Preferred Stock Units unless, prior thereto, the holders of shares of the Series A I Preferred Stock Units shall have received for each share of Series A Preferred Stockreceived, subject to adjustment as hereinafter providedthe provisions of the LLC Agreement, (i) $1,000 100 per unit, plus an amount equal to accrued and unpaid dividends and distributions thereon, whether or not declared, to the date of such payment orpayment, (ii) if greater than provided that the holders of units of the Series I Preferred Units shall be entitled to receive an aggregate amount specified in clause (a)(i) of this sentenceper Series I Preferred Unit, an amount subject to the provision for adjustment hereinafter set forth, equal to one thousand (1,000) 100 times the aggregate amount to be distributed per share unit to holders of Common Stockother Company Securities, as the same may be adjusted as hereinafter provided and, or (b2) to the holders of shares Company Securities ranking on a parity (either as to distributions or upon liquidation, dissolution or winding up up) with the Series A I Preferred StockUnits, unless simultaneously therewith except distributions are made ratably on the Series A I Preferred Stock Units and all other shares of such parity stock Company Securities in proportion to the total amounts to which the holders of shares of Series A Preferred Stock all such Company Securities are entitled under clause (a)(i) of this sentence and to which the holders of such parity shares are entitled, in each case upon such liquidation, dissolution or winding up. The amount to which holders of Series A Preferred Stock may be entitled upon liquidation, dissolution or winding up of the Corporation pursuant to clause (a)(i) of the foregoing sentence is hereinafter referred to as the “Participating Liquidation Amount” and the multiple of the amount to be distributed to holders of shares of Common Stock upon the liquidation, dissolution or winding up of the Corporation applicable pursuant to said clause to the determination of the Participating Liquidation Amount, as said multiple may be adjusted from time to time as hereinafter provided, is hereinafter referred to as the “Liquidation Multiple.” In the event the Corporation Company shall at any time after the Effective Date declare or pay any dividend distribution on Common Stock the Units (other than the Series I Preferred Units) payable in shares of Common StockUnits, or effect a subdivision or split combination or a combination, consolidation or reverse split of the outstanding shares Units (other than the Series I Preferred Units) (by reclassification or otherwise than by payment of Common Stock a dividend in Units) into a greater or lesser number of shares of Common StockUnits, then, then in each such case, case the Liquidation Multiple thereafter applicable to the determination of the Participating Liquidation Amount aggregate amount to which holders of units of the Series A I Preferred Stock shall be Units were entitled after such event shall be the Liquidation Multiple applicable immediately prior to such event multiplied under the proviso in clause (1) of the preceding sentence shall be adjusted by multiplying such amount by a fraction the numerator of which is the number of shares of Common Stock Units (other than the Series I Preferred Units outstanding immediately after such event and the denominator of which is the number of shares of Common Stock Units (other than the Series I Preferred Units) that were outstanding immediately prior to such event.

Liquidation, Dissolution or Winding Up. Upon any voluntary or involuntary liquidation, dissolution or winding up of the CorporationCompany, no distribution shall be made (ai) to the holders of shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Preferred Stock unless, prior thereto, unless the holders of shares of Series A Preferred Stock shall have received for each share of Series A Preferred Stockreceived, subject to adjustment as hereinafter provided, (iA) $1,000 100.00 per share of Preferred Stock plus an amount equal to accrued and unpaid dividends and distributions thereon, whether or not declared, to the date of such payment or, (iiB) if greater than the amount specified in clause (a)(ii)(A) of this sentence, an amount equal to one thousand (1,000) 100 times the aggregate amount to be distributed per share to holders of Common Stock, as the same may be adjusted as hereinafter provided and, and (bii) to the holders of shares stock ranking on a parity upon liquidation, dissolution or winding up with the Series A Preferred Stock, unless simultaneously therewith distributions are made ratably on the Series A Preferred Stock and all other shares of such parity stock in proportion to the total amounts to which the holders of shares of Series A Preferred Stock are entitled under clause (a)(ii)(A) of this sentence and to which the holders of such parity shares are entitled, in each case upon such liquidation, dissolution or winding up. The amount to which holders of Series A Preferred Stock may be entitled upon liquidation, dissolution or winding up of the Corporation Company pursuant to clause (a)(ii)(B) of the foregoing sentence is hereinafter referred to as the “"Participating Liquidation Amount” " and the multiple of the amount to be distributed to holders of shares of Common Stock upon the liquidation, dissolution or winding up of the Corporation Company applicable pursuant to said clause to the determination of the Participating Liquidation Amount, as said multiple may be adjusted from time to time as hereinafter provided, is hereinafter referred to as the “"Liquidation Multiple.” ". In the event the Corporation Company shall at any time after the Effective Date February 8, 2000 declare or pay any dividend on Common Stock payable in shares of Common Stock, or effect a subdivision or split or a combination, consolidation or reverse split of the outstanding shares of Common Stock into a greater or lesser number of shares of Common Stock, then, in each such case, the Liquidation Multiple thereafter applicable to the determination of the Participating Liquidation Amount to which holders of Series A Preferred Stock shall be entitled after such event shall be the Liquidation Multiple applicable immediately prior to such event multiplied by a fraction the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.

Liquidation, Dissolution or Winding Up. Upon any voluntary or involuntary liquidation, dissolution or winding up of the CorporationCompany, no distribution shall be made (ai) to the holders of shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Preferred Stock unless, prior thereto, unless the holders of shares of Series A Preferred Stock shall have received for each share of Series A Preferred Stock, subject to adjustment as hereinafter provided, (iA) $1,000 25,000.00 plus an amount equal to accrued and unpaid dividends and distributions thereon, whether or not declared, to the date of such payment or, (iiB) if greater than the amount specified in clause (a)(ii)(A) of this sentence, an amount equal to one thousand (1,000) 100 times the aggregate amount to be distributed per share to holders of Common Stock, as the same may be adjusted as hereinafter provided and, and (bii) to the holders of shares stock ranking on a parity upon liquidation, dissolution or winding up with the Series A Preferred Stock, unless simultaneously therewith distributions are made ratably on the Series A Preferred Stock and all other shares of such parity stock in proportion to the total amounts to which the holders of shares of Series A Preferred Stock are entitled under clause (a)(ii)(A) of this sentence and to which the holders of such parity shares are entitled, in each case upon such liquidation, dissolution or winding up. The amount to which holders of Series A Preferred Stock may be entitled upon liquidation, dissolution or winding up of the Corporation Company pursuant to clause (a)(ii)(B) of the foregoing sentence is hereinafter referred to as the “"Participating Liquidation Amount” " and the multiple of the amount to be distributed to holders of shares of Common Stock upon the liquidation, dissolution or winding up of the Corporation Company applicable pursuant to said clause to the determination of the Participating Liquidation Amount, as said multiple may be adjusted from time to time as hereinafter provided, is hereinafter referred to as the “"Liquidation Multiple.” ". In the event the Corporation Company shall at any time after the Effective Date January 12, 1998 declare or pay any dividend on Common Stock payable in shares of Common Stock, or effect a subdivision or split or a combination, consolidation or reverse split of the outstanding shares of Common Stock into a greater or lesser number of shares of Common Stock, then, in each such case, the Liquidation Multiple thereafter applicable to the determination of the Participating Liquidation Amount to which holders of Series A Preferred Stock shall be entitled after such event shall be the Liquidation Multiple applicable immediately prior to such event multiplied by a fraction the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.

Liquidation, Dissolution or Winding Up. Upon any voluntary or involuntary liquidation, dissolution or winding up of the CorporationCompany, no distribution shall be made (ai) to the holders of shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Preferred Stock unless, prior thereto, unless the holders of shares of Series A Preferred Stock shall have received for each share of Series A Preferred Stockreceived, subject to adjustment as hereinafter provided, (iA) $1,000 65 per one one-hundredth (1/100) share plus an amount equal to accrued and unpaid dividends and distributions thereon, whether or not declared, to the date of such payment or, (iiB) if greater than the amount specified in clause (a)(ii)(A) of this sentence, an amount equal to one thousand (1,000) 100 times the aggregate amount to be distributed per share to holders of Common Stock, as the same may be adjusted as hereinafter provided and, and (bii) to the holders of shares stock ranking on a parity upon liquidation, dissolution or winding up with the Series A Preferred Stock, unless simultaneously therewith distributions are made ratably on the Series A Preferred Stock and all other shares of such parity stock in proportion to the total amounts to which the holders of shares of Series A Preferred Stock are entitled under clause (a)(ii)(A) of this sentence and to which the holders of such parity shares are entitled, in each case upon such liquidation, dissolution or winding up. The amount to which holders of Series A Preferred Stock may be entitled upon liquidation, dissolution or winding up of the Corporation Company pursuant to clause (a)(ii)(B) of the foregoing sentence is hereinafter referred to as the “"Participating Liquidation Amount” " and the multiple of the amount to be distributed to holders of shares of Common Stock upon the liquidation, dissolution or winding up of the Corporation Company applicable pursuant to said clause to the determination of the Participating Liquidation Amount, as said multiple may be adjusted from time to time as hereinafter provided, is hereinafter referred to as the “Liquidation Multiple.” In the event the Corporation shall at any time after the Effective Date declare or pay any dividend on Common Stock payable in shares of Common Stock, or effect a subdivision or split or a combination, consolidation or reverse split of the outstanding shares of Common Stock into a greater or lesser number of shares of Common Stock, then, in each such case, the Liquidation Multiple thereafter applicable to the determination of the Participating Liquidation Amount to which holders of Series A Preferred Stock shall be entitled after such event shall be the Liquidation Multiple applicable immediately prior to such event multiplied by a fraction the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event."

Liquidation, Dissolution or Winding Up. Upon any voluntary or involuntary liquidation, dissolution or winding up of the CorporationCompany, no distribution shall be made (ai) to the holders of shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Junior Preferred Stock unless, prior thereto, unless the holders of shares of Series A Junior Preferred Stock shall have received for each share of Series A Preferred Stockreceived, subject to adjustment as hereinafter provided, (iA) $1,000 100 per share plus an amount equal to accrued and unpaid dividends and distributions thereon, whether or not declared, to the date of such payment or, (iiB) if greater than the amount specified in clause (a)(ii)(A) of this sentence, an amount equal to one thousand (1,000) 100 times the aggregate amount to be distributed per share to holders of Common Stock, as the same may be adjusted as hereinafter provided and, and (bii) to the holders of shares stock ranking on a parity upon liquidation, dissolution or winding up with the Series A Junior Preferred Stock, unless simultaneously therewith distributions are made ratably on the Series A Junior Preferred Stock and all other shares of such parity stock in proportion to the total amounts to which the holders of shares of Series A Junior Preferred Stock are entitled under clause (a)(ii)(A) of this sentence and to which the holders of such parity shares are entitled, in each case upon such liquidation, dissolution or winding up. The amount to which holders of Series A Junior Preferred Stock may be entitled upon liquidation, dissolution or winding up of the Corporation Company pursuant to clause (a)(ii)(B) of the foregoing sentence is hereinafter referred to as the “"Participating Liquidation Amount” " and the multiple of the amount to be distributed to holders of shares of Common Stock upon the liquidation, dissolution or winding up of the Corporation Company applicable pursuant to said clause to the determination of the Participating Liquidation Amount, as said multiple may be adjusted from time to time as hereinafter provided, is hereinafter referred to as the “"Liquidation Multiple.” " In the event the Corporation Company shall at any time after the Effective Date September 13, 1999 (i) declare or pay any dividend on Common Stock payable in shares of Common Stock, or (ii) effect a subdivision or split or a combination, consolidation or reverse split of the outstanding shares of Common Stock into a greater or lesser number of shares of Common Stock, or (iii) issue any shares of its capital stock in a reclassification of the Common Stock (including any such reclassification in connection with a consolidation or merger in which the Company is continuing or surviving corporation), then, in each such case, the Liquidation Multiple thereafter applicable to the determination of the Participating Liquidation Amount to which holders of Series A Junior Preferred Stock shall be entitled after such event shall be the Liquidation Multiple applicable immediately prior to such event multiplied by a fraction the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.

Liquidation, Dissolution or Winding Up. (a) Upon any liquidation (voluntary or involuntary liquidationotherwise), dissolution or winding up of the Corporation, no distribution shall be made (a) to the holders of shares of Common Stock or any other stock of the Corporation ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Preferred Stock unless, prior thereto, the holders of shares of Series A Preferred Stock shall have received for each $1,000.00 per share of Series A Preferred Stock, subject to adjustment as hereinafter provided, (i) $1,000 plus an amount equal to all accrued and unpaid dividends and distributions thereon, whether or not declared, to the date of such payment or(the "Series A Liquidation Preference"). Following the payment of the full amount of the Series A Liquidation Preference, no additional distributions shall be made to the holders of shares of Series A Stock unless, prior thereto, the holders of shares of Common Stock (which term shall include, for the purposes only of this Section 6, any series of the Corporation's Preferred Stock ranking on a parity with the Common Stock upon liquidation, dissolution or winding up) shall have received an amount per share (the "Common Adjustment") equal to the quotient obtained by dividing (i) the Series A Liquidation Preference by (ii) if greater than 1,000 (as appropriately adjusted as set forth in Section 8 hereof to reflect such events as stock splits, stock dividends and recapitalizations with respect to the amount specified Common Stock; such number in this clause (a)(i) of this sentence, an amount equal to one thousand (1,000) times the aggregate amount to be distributed per share to holders of Common Stockii), as the same may be adjusted as hereinafter provided and, (b) to the holders of shares ranking on a parity upon liquidation, dissolution or winding up with the Series A Preferred Stock, unless simultaneously therewith distributions are made ratably on the Series A Preferred Stock and all other shares of such parity stock in proportion to the total amounts to which the holders of shares of Series A Preferred Stock are entitled under clause (a)(i) of this sentence and to which the holders of such parity shares are entitled, in each case upon such liquidation, dissolution or winding up. The amount to which holders of Series A Preferred Stock may be entitled upon liquidation, dissolution or winding up of the Corporation pursuant to clause (a)(i) of the foregoing sentence is hereinafter referred to as the “Participating Liquidation Amount” and the multiple of the amount to be distributed to holders of shares of Common Stock upon the liquidation, dissolution or winding up of the Corporation applicable pursuant to said clause to the determination of the Participating Liquidation Amount, as said multiple may be adjusted from time to time as hereinafter providedtime, is hereinafter referred to as the “Liquidation Multiple.” "Adjustment Number"). In the event event, however, that there are not sufficient assets available to permit payment in full of the Corporation Common Adjustment, then any remaining assets shall at any time after be distributed ratably to the Effective Date declare or pay any dividend on Common Stock payable in shares holders of Common Stock, or effect a subdivision or split or a combination, consolidation or reverse split . Following the payment of the full amount of the Series A Liquidation Preference and the Common Adjustment in respect of all outstanding shares of Series A Stock and Common Stock into a greater or lesser number Stock, respectively, holders of shares of Common Stock, then, in each such case, the Liquidation Multiple thereafter applicable to the determination of the Participating Liquidation Amount to which holders of Series A Preferred Stock shall be entitled after such event shall be the Liquidation Multiple applicable immediately prior to such event multiplied by a fraction the numerator of which is the number and holders of shares of Common Stock outstanding immediately after such event shall receive their ratable and proportionate share of any remaining assets to be distributed in the denominator ratio of which is the number of shares of Common Stock that were outstanding immediately prior Adjustment Number to one (1) with respect to such eventSeries A Stock and Common Stock, on a per share basis, respectively.

Liquidation, Dissolution or Winding Up. Upon any voluntary -------------------------------------- or involuntary liquidation, dissolution or winding up of the Corporation, no distribution shall be made (ai) to the holders of shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Preferred Stock unless, prior thereto, unless the holders of shares of Series A Preferred Stock shall have received for each share of Series A Preferred Stock, subject to adjustment as hereinafter provided, (iA) $1,000 60,000 plus an amount equal to accrued and unpaid dividends and distributions thereon, whether or not declared, to the date of such payment or, (iiB) if greater than the amount specified in clause (a)(ii)(A) of this sentence, an amount equal to one thousand (1,000) 100 times the aggregate amount to be distributed per share to holders of Common Stock, as the same may be adjusted as hereinafter provided and, and (bii) to the holders of shares stock ranking on a parity upon liquidation, dissolution or winding up with the Series A Preferred Stock, unless simultaneously therewith distributions are made ratably on the Series A Preferred Stock and all other shares of such parity stock in proportion to the total amounts to which the holders of shares of Series A Preferred Stock are entitled under clause (a)(ii)(A) of this sentence and to which the holders of such parity shares are entitled, in each case upon such liquidation, dissolution or winding up. The amount to which holders of Series A Preferred Stock may be entitled upon liquidation, dissolution or winding up of the Corporation pursuant to clause (a)(ii)(B) of the foregoing sentence is hereinafter referred to as the “"Participating Liquidation Amount” " and the multiple of the amount to be distributed to holders of shares of Common Stock upon the liquidation, dissolution or winding up of the Corporation applicable pursuant to said clause to the determination of the Participating Liquidation Amount, as said multiple may be adjusted from time to time as hereinafter provided, is hereinafter referred to as the “Liquidation Multiple.” In the event the Corporation shall at any time after the Effective Date declare or pay any dividend on Common Stock payable in shares of Common Stock, or effect a subdivision or split or a combination, consolidation or reverse split of the outstanding shares of Common Stock into a greater or lesser number of shares of Common Stock, then, in each such case, the Liquidation Multiple thereafter applicable to the determination of the Participating Liquidation Amount to which holders of Series A Preferred Stock shall be entitled after such event shall be the Liquidation Multiple applicable immediately prior to such event multiplied by a fraction the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event."

Liquidation, Dissolution or Winding Up. Upon any voluntary or involuntary liquidation, dissolution or winding up of the CorporationCompany, no distribution shall be made (ai) to the holders of shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Preferred Stock unless, prior thereto, unless the holders of shares of Series A Preferred Stock shall have received for each share of Series A Preferred Stockreceived, subject to adjustment as hereinafter provided, (iA) $1,000 1.00 per one one-thousandth (1/1000) of a share plus an amount equal to accrued and unpaid dividends and distributions thereon, whether or not declared, to the date of such payment or, (iiB) if greater than the amount specified in clause (a)(ii)(A) of this sentence, an amount equal to one thousand (1,000) 1,000 times the aggregate amount to be distributed per share to holders of Common Stock, as the same may be adjusted as hereinafter provided and, and (bii) to the holders of shares stock ranking on a parity upon liquidation, dissolution or winding up with the Series A Preferred Stock, unless simultaneously therewith distributions are made ratably on the Series A Preferred Stock and all other shares of such parity stock in proportion to the total amounts to which the holders of shares of Series A Preferred Stock are entitled under clause (a)(ii)(A) of this sentence and to which the holders of such parity shares are entitled, in each case upon such liquidation, dissolution or winding up. The amount to which holders of Series A Preferred Stock may be entitled upon liquidation, dissolution or winding up of the Corporation Company pursuant to clause (a)(ii)(B) of the foregoing sentence is hereinafter referred to as the “"Participating Liquidation Amount” " and the multiple of the amount to be distributed to holders of shares of Common Stock upon the liquidation, dissolution or winding up of the Corporation Company applicable pursuant to said clause to the determination of the Participating Liquidation Amount, as said multiple may be adjusted from time to time as hereinafter provided, is hereinafter referred to as the “Liquidation Multiple.” In the event the Corporation shall at any time after the Effective Date declare or pay any dividend on Common Stock payable in shares of Common Stock, or effect a subdivision or split or a combination, consolidation or reverse split of the outstanding shares of Common Stock into a greater or lesser number of shares of Common Stock, then, in each such case, the Liquidation Multiple thereafter applicable to the determination of the Participating Liquidation Amount to which holders of Series A Preferred Stock shall be entitled after such event shall be the Liquidation Multiple applicable immediately prior to such event multiplied by a fraction the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event."

Liquidation, Dissolution or Winding Up. Upon If the Corporation shall commence a voluntary case under the federal bankruptcy laws or any voluntary other applicable federal or state bankruptcy, insolvency or similar law, or consent to the entry of an order for relief in an involuntary liquidationcase under any law or to the appointment of a receiver, dissolution liquidator, assignee, custodian, trustee, sequestrator (or other similar official) of the Corporation or of substantially all of its property, or make an assignment for the benefit of its creditors, or if a decree or order for relief in respect of the Corporation shall be entered by a court having jurisdiction in the premises in an involuntary case under the federal bankruptcy laws or any other applicable federal or state bankruptcy, insolvency or similar law resulting in the appointment of a receiver, liquidator, assignee, custodian, trustee, sequestrator (or other similar official) of the Corporation or of substantially all of its property, or ordering the winding up or liquidation of its affairs, and any such decree or order shall be unstayed and in effect for a period of 60 consecutive days and, on account of any such event the CorporationCorporation shall liquidate, dissolve or wind up, or if the Corporation shall otherwise liquidate, dissolve or wind up, no distribution shall be made (a) to the holders of any shares ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Preferred of Junior Stock unless, prior thereto, the holders of shares of Series A Cumulative Convertible Preferred Stock shall have received for each an amount equal to $10 per share of Series A Cumulative Convertible Preferred Stock, subject to adjustment as hereinafter provided, (i) $1,000 Stock plus an amount equal to accrued and unpaid dividends and distributions thereon, whether or not declared, to the date of such payment or(the Liquidation Preference). Following the payment of the full amount of the Liquidation Preference, (ii) if greater than the amount specified in clause (a)(i) of this sentence, an amount equal to one thousand (1,000) times the aggregate amount to no additional distributions shall be distributed per share to holders of Common Stock, as the same may be adjusted as hereinafter provided and, (b) made to the holders of shares ranking on a parity upon liquidation, dissolution or winding up with the Series A of Cumulative Convertible Preferred Stock, unless simultaneously therewith distributions are made ratably on the Series A Preferred Stock and all other shares of such parity stock in proportion to the total amounts to which the holders of shares of Series A Preferred Stock are entitled under clause (a)(i) of this sentence and to which the holders of such parity shares are entitled, in each case upon such liquidation, dissolution or winding up. The amount to which holders of Series A Preferred Stock may be entitled upon liquidation, dissolution or winding up of the Corporation pursuant to clause (a)(i) of the foregoing sentence is hereinafter referred to as the “Participating Liquidation Amount” and the multiple of the amount to be distributed to holders of shares of Common Stock upon the liquidation, dissolution or winding up of the Corporation applicable pursuant to said clause to the determination of the Participating Liquidation Amount, as said multiple may be adjusted from time to time as hereinafter provided, is hereinafter referred to as the “Liquidation Multiple.” In the event the Corporation shall at any time after the Effective Date declare or pay any dividend on Common Stock payable in shares of Common Stock, or effect a subdivision or split or a combination, consolidation or reverse split of the outstanding shares of Common Stock into a greater or lesser number of shares of Common Stock, then, in each such case, the Liquidation Multiple thereafter applicable to the determination of the Participating Liquidation Amount to which holders of Series A Preferred Stock shall be entitled after such event shall be the Liquidation Multiple applicable immediately prior to such event multiplied by a fraction the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.

Liquidation, Dissolution or Winding Up. Upon (a) In the event of any voluntary or involuntary liquidation, dissolution dissolution, or winding up of the Corporation, no distribution shall be made (a) to whether voluntary or involuntary, the holders of shares ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Preferred Stock unless, prior thereto, shall be entitled to be paid first out of the assets of the Corporation available for distribution to holders of the Corporation's capital stock of all classes and before any sums shall be paid or any assets distributed among the holders of shares of Series A Preferred Stock shall have received for each share any other class or series of Series A Preferred capital stock of the Corporation, including Common Stock, subject an amount per share equal to adjustment as hereinafter provided, One Hundred Dollars (i$100.00) $1,000 plus an amount equal to all the accrued and but unpaid dividends and distributions thereon, Preferred Dividends (whether or not declared), and the amount equal to all interest, if any, on any Preferred Dividends in arrears, in each case to the date of final distribution to such payment or, holders (ii) if greater than the amount specified in clause (a)(i) of this sentence, an amount equal to one thousand (1,000) times the aggregate amount to be distributed per share to holders of Common Stock, as the same may be adjusted as hereinafter provided and, (b) to "Preference Amount"). Until the holders of shares ranking on a parity upon liquidation, dissolution or winding up with the Series A Preferred Stock, unless simultaneously therewith distributions are made ratably on the Series A Preferred Stock and all other shares have been paid the Preference Amount in full, no payment will be made to any holder of such parity stock in proportion to the total amounts to which the holders of shares of Series A Preferred Stock are entitled under clause (a)(i) of this sentence and to which the holders of such parity shares are entitled, in each case upon such liquidation, dissolution or winding up. The amount to which holders of Series A Preferred Stock may be entitled upon liquidation, dissolution or winding up of the Corporation pursuant to clause (a)(i) of the foregoing sentence is hereinafter referred to as the “Participating Liquidation Amount” and the multiple of the amount to be distributed to holders of shares of Common Junior Stock upon the liquidation, dissolution or winding up of the Corporation applicable pursuant to said clause to Corporation. If the determination assets of the Participating Liquidation Amount, as said multiple may be adjusted from time to time as hereinafter provided, is hereinafter referred to as the “Liquidation Multiple.” In the event the Corporation shall at any time after be insufficient to permit the Effective Date declare or pay any dividend on Common Stock payable payment in shares of Common Stock, or effect a subdivision or split or a combination, consolidation or reverse split full to the holders of the outstanding shares Preferred Stock of Common the Preference Amounts, then the entire assets of the Corporation available for such distribution shall be distributed ratably among the holders of the Preferred Stock into a greater or lesser number of shares of Common Stock, then, in proportion to the Preference Amount each such case, holder is otherwise entitled to receive. After payment of the Liquidation Multiple thereafter applicable Preference Amount shall have been made in full to the determination holders of the Participating Liquidation Amount to which Preferred Stock or funds necessary for such payment shall have been set aside by the Corporation in trust for the account of holders of Series A the Preferred Stock so as to be available for such payment, holders of the Preferred Stock shall not be entitled after such event shall be to participate in the Liquidation Multiple applicable immediately prior to such event multiplied by a fraction distribution of any remaining assets of the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such eventCorporation.

Liquidation, Dissolution or Winding Up. (a) Upon any liquidation (voluntary or involuntary liquidationotherwise), dissolution or winding up of the Corporation, no distribution shall be made (a) to the holders of shares of Common Stock or any other stock of the Corporation ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Preferred D Stock unless, prior thereto, the holders of shares of Series A Preferred D Stock shall have received for each $1000.00 per share of Series A Preferred Stock, subject to adjustment as hereinafter provided, (i) $1,000 plus an amount equal to all accrued and unpaid dividends and distributions thereon, whether or not declared, to the date of such payment or(the "Series D Liquidation Preference"). Following the payment of the full amount of the Series D Liquidation Preference, no additional distributions shall be made to the holders of shares of Series D Stock unless, prior thereto, the holders of shares of Common Stock (which term shall include, for the purposes only of this Section 6, any series of the Corporation's Preferred Stock ranking on a parity with the Common Stock upon liquidation, dissolution or winding up) shall have received an amount per share (the "Common Adjustment") equal to the quotient obtained by dividing (ii) if greater than the amount specified Series D Liquidation Preference by 1000 (as appropriately adjusted as set forth in Section 8 hereof to reflect such events as stock splits, stock dividends and recapitalizations with respect to the Common Stock; such number in this clause (a)(i) of this sentence, an amount equal to one thousand (1,000) times the aggregate amount to be distributed per share to holders of Common Stockii), as the same may be adjusted as hereinafter provided and, (b) to the holders of shares ranking on a parity upon liquidation, dissolution or winding up with the Series A Preferred Stock, unless simultaneously therewith distributions are made ratably on the Series A Preferred Stock and all other shares of such parity stock in proportion to the total amounts to which the holders of shares of Series A Preferred Stock are entitled under clause (a)(i) of this sentence and to which the holders of such parity shares are entitled, in each case upon such liquidation, dissolution or winding up. The amount to which holders of Series A Preferred Stock may be entitled upon liquidation, dissolution or winding up of the Corporation pursuant to clause (a)(i) of the foregoing sentence is hereinafter referred to as the “Participating Liquidation Amount” and the multiple of the amount to be distributed to holders of shares of Common Stock upon the liquidation, dissolution or winding up of the Corporation applicable pursuant to said clause to the determination of the Participating Liquidation Amount, as said multiple may be adjusted from time to time as hereinafter providedtime, is hereinafter referred to as the “Liquidation Multiple"Adjustment Number.” " In the event event, however, that there are not sufficient assets available to permit payment in full of the Corporation Common Adjustment, then any remaining assets shall at any time after be distributed ratably to the Effective Date declare or pay any dividend on Common Stock payable in shares holders of Common Stock, or effect a subdivision or split or a combination, consolidation or reverse split . Following the payment of the full amount of the Series D Liquidation Preference and the Common Adjustment in respect of all outstanding shares of Series D Stock and Common Stock into a greater or lesser number Stock, respectively, holders of shares of Common Stock, then, in each such case, the Liquidation Multiple thereafter applicable to the determination of the Participating Liquidation Amount to which Series D Stock and holders of Series A Preferred Stock shall be entitled after such event shall be the Liquidation Multiple applicable immediately prior to such event multiplied by a fraction the numerator of which is the number of shares of Common Stock outstanding immediately after such event shall receive their ratable and proportionate share of any remaining assets to be distributed in the denominator ratio of which is the number of shares of Common Stock that were outstanding immediately prior Adjustment Number to one (1) with respect to such eventSeries D Stock and Common Stock, on a per share basis, respectively.

Liquidation, Dissolution or Winding Up. Upon (a) In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Corporation, no distribution the holders of shares of Series A Preferred Stock then outstanding shall be made (a) entitled to be paid out of the assets of the Corporation available for distribution to its stockholders, after and subject to the payment in full of all amounts required to be distributed to the holders of shares any Preferred Stock of the Corporation ranking junior on liquidation prior and in preference to the Series A Preferred Stock (either such Preferred Stock that is senior to the Series A Preferred Stock being referred to hereinafter as to dividends or "SENIOR Stock") upon such liquidation, dissolution or winding up, but before any payment shall be made to the holders of Common Stock or other Junior Stock, an amount equal to the sum of (i) $1,000 per share (the "LIQUIDATION PREFERENCE") (subject to adjustment in the event of any stock dividend, stock split, stock distribution or combination with respect to such shares), and (ii) the amount of all declared but unpaid dividends on the Series A Preferred Stock. If upon any such liquidation, dissolution or winding up of the Corporation, the remaining assets of the Corporation available for the distribution to its stockholders after payment in full of amounts required to be paid or distributed to holders of any other Senior Stock unless, prior theretoshall be insufficient to pay the holders of shares of Series A Preferred Stock the full amount to which they shall be entitled, the holders of shares of Series A Preferred Stock shall have received for each share of Series A Preferred Stock, subject to adjustment as hereinafter provided, (i) $1,000 plus an amount equal to accrued and unpaid dividends and distributions thereon, whether or not declared, to the date any class of such payment or, (ii) if greater than the amount specified in clause (a)(i) of this sentence, an amount equal to one thousand (1,000) times the aggregate amount to be distributed per share to holders of Common Stock, as the same may be adjusted as hereinafter provided and, (b) to the holders of shares stock ranking on liquidation on a parity upon liquidation, dissolution or winding up with the Series A Preferred Stock, unless simultaneously therewith distributions are made ratably Stock (such Preferred Stock ranking on liquidation on parity with the Series A Preferred Stock being referred to as "PARITY STOCK"), shall share ratably in any distribution of the remaining assets and all other shares funds of such parity stock the Corporation in proportion to the total respective amounts which would otherwise be payable with respect to which the shares held by them upon such distribution if all amounts payable on or with respect to said shares were paid in full. Except as set forth in this clause (a), holders of shares of Series A Preferred Stock are entitled under clause (a)(i) of this sentence and to which the holders of such parity shares are entitled, in each case upon such liquidation, dissolution or winding up. The amount to which holders of Series A Preferred Stock may shall not be entitled upon to any distribution in the event of liquidation, dissolution or winding up of the Corporation pursuant to clause (a)(i) of the foregoing sentence is hereinafter referred to as the “Participating Liquidation Amount” and the multiple of the amount to be distributed to holders of shares of Common Stock upon the liquidation, dissolution or winding up of the Corporation applicable pursuant to said clause to the determination of the Participating Liquidation Amount, as said multiple may be adjusted from time to time as hereinafter provided, is hereinafter referred to as the “Liquidation MultipleCorporation.” In the event the Corporation shall at any time after the Effective Date declare or pay any dividend on Common Stock payable in shares of Common Stock, or effect a subdivision or split or a combination, consolidation or reverse split of the outstanding shares of Common Stock into a greater or lesser number of shares of Common Stock, then, in each such case, the Liquidation Multiple thereafter applicable to the determination of the Participating Liquidation Amount to which holders of Series A Preferred Stock shall be entitled after such event shall be the Liquidation Multiple applicable immediately prior to such event multiplied by a fraction the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.

Liquidation, Dissolution or Winding Up. Upon any voluntary or involuntary liquidation, dissolution or winding up of the CorporationCompany, no distribution shall be made (ai) to the holders of shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Preferred Stock unless, prior thereto, unless the holders of shares of Series A Preferred Stock shall have received for each share of Series A Preferred Stock, subject to adjustment as hereinafter provided, (iA) $1,000 60,000.00 plus an amount equal to accrued and unpaid dividends and distributions thereon, whether or not declared, to the date of such payment or, (iiB) if greater than the amount specified in clause (a)(ii)(A) of this sentence, an amount equal to one thousand (1,000) 100,000 times the aggregate amount to be distributed per share to holders of Common Stock, as the same may be adjusted as hereinafter provided and, and (bii) to the holders of shares stock ranking on a parity upon liquidation, dissolution or winding up with the Series A Preferred Stock, unless simultaneously therewith distributions are made ratably on the Series A Preferred Stock and all other shares of such parity stock in proportion to the total amounts to which the holders of shares of Series A Preferred Stock are entitled under clause (a)(ii)(A) of this sentence and to which the holders of such parity shares are entitled, in each case upon such liquidation, dissolution or winding up. The amount to which holders of Series A Preferred Stock may be entitled upon liquidation, dissolution or winding up of the Corporation Company pursuant to clause (a)(ii)(B) of the foregoing sentence is hereinafter referred to as the “"Participating Liquidation Amount” " and the multiple of the amount to be distributed to holders of shares of Common Stock upon the liquidation, dissolution or winding up of the Corporation Company applicable pursuant to said clause to the determination of the Participating Liquidation Amount, as said multiple may be adjusted from time to time as hereinafter provided, is hereinafter referred to as the “"Liquidation Multiple.” ". In the event the Corporation Company shall at any time after the Effective Date November 13, 1998 declare or pay any dividend on Common Stock payable in shares of Common Stock, or effect a subdivision or split or a combination, consolidation or reverse split of the outstanding shares of Common Stock into a greater or lesser number of shares of Common Stock, then, in each such case, the Liquidation Multiple thereafter applicable to the determination of the Participating Liquidation Amount to which holders of Series A Preferred Stock shall be entitled after such event shall be the Liquidation Multiple applicable immediately prior to such event multiplied by a fraction the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.

Liquidation, Dissolution or Winding Up. Upon any voluntary or involuntary liquidation, dissolution or winding up of the Corporation, no distribution shall be made (ai) to the holders of shares of stock ranking junior to the Series A Preferred Stock (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Preferred Stock unless, prior thereto, unless the holders of shares of Series A Preferred Stock shall have received for each share of Series A Preferred Stockreceived, subject to adjustment as hereinafter provided, the greater of either (iA) $1,000 1.00 per share plus an amount equal to accrued and unpaid dividends and distributions thereon, whether or not earned or declared, to the date of such payment orpayment, or (iiB) if greater than the amount specified in clause (a)(i) of this sentence, an amount equal to one thousand (1,000) 100 times the aggregate amount to be distributed per share to holders of Common Stock, as the same may be adjusted as hereinafter provided and, or (bii) to the holders of shares stock ranking on a parity upon liquidation, dissolution or winding up with the Series A Preferred Stock, unless simultaneously therewith distributions are made ratably on the Series A Preferred Stock and all other shares of such parity stock in proportion to the total amounts to which the holders of shares of Series A Preferred Stock are entitled under clause (a)(ii) (A) of this sentence and to which the holders of such parity shares are entitled, in each case upon such liquidation, dissolution or winding up. The amount to which holders of Series A Preferred Stock may shall be entitled upon liquidation, dissolution or winding up of the Corporation pursuant to clause (a)(ii) (B) of the foregoing sentence is hereinafter referred to as the “Participating Liquidation Amount” "PARTICIPATING LIQUIDATION AMOUNT" and the multiple of the amount to be distributed to holders of shares of Common Stock upon the liquidation, dissolution or winding up of the Corporation applicable pursuant to said clause to the determination of the Participating Liquidation Amount, as said multiple may which shall be 100 initially but shall be adjusted from time to time as hereinafter provided, is hereinafter referred to as the “Liquidation Multiple.” "LIQUIDATION MULTIPLE". In the event the Corporation shall at any time after the Effective Date June 1, 1991 declare or pay any dividend on Common Stock payable in shares of Common Stock, or effect a subdivision or split or a combination, consolidation or reverse split of the outstanding shares of Common Stock into a greater or lesser number of shares of Common Stock, then, then in each such case, case the Liquidation Multiple thereafter applicable to the determination of the Participating Liquidation Amount to which holders of Series A Preferred Stock shall be entitled after such event shall be the Liquidation Multiple applicable immediately prior to such event multiplied by a fraction the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.

Liquidation, Dissolution or Winding Up. Upon any voluntary or involuntary liquidation, dissolution or winding up of the Corporation, no distribution shall be made (ai) to the holders of shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Preferred Stock unless, prior thereto, unless the holders of shares of Series A Preferred Stock shall have received for each share of Series A Preferred Stock, subject to adjustment as hereinafter provided, (iA) $1,000 650 plus an amount equal to accrued and unpaid dividends and distributions thereon, whether or not declared, to the date of such payment or, (iiB) if greater than the amount specified in clause (a)(ii)(A) of this sentence, an amount equal to one thousand (1,000) 100 times the aggregate amount to be distributed per share to holders of Common Stock, as the same may be adjusted as hereinafter provided and, and (bii) to the holders of shares stock ranking on a parity upon liquidationliquida tion, dissolution or winding up with the Series A Preferred Stock, unless simultaneously therewith distributions are made ratably on the Series A Preferred Stock and all other shares of such parity stock in proportion to the total amounts to which the holders of shares of Series A Preferred Stock are entitled under clause (a)(ii)(A) of this sentence and to which the holders of such parity shares are entitled, in each case upon such liquidation, dissolution or winding up. The amount to which holders of Series A Preferred Stock may be entitled upon liquidation, dissolution or winding up of the Corporation pursuant to clause (a)(ii)(B) of the foregoing sentence is hereinafter referred to as the “Participating Liquidation Amount” "PARTICIPATING LIQUIDATION AMOUNT" and the multiple of the amount to be distributed to holders of shares of Common Stock upon the liquidation, dissolution or winding up of the Corporation applicable pursuant to said clause to the determination of the Participating Liquidation Amount, as said multiple may be adjusted from time to time as hereinafter provided, is hereinafter referred to as the “Liquidation Multiple.” "LIQUIDATION MULTIPLE". In the event the Corporation shall at any time after the Effective Date date shares of Common Stock are first publicly held declare or pay any dividend on Common Stock payable in shares of Common Stock, or effect a subdivision or split or a combination, consolidation or reverse split of the outstanding shares of Common Stock into a greater or lesser number of shares of Common Stock, then, in each such case, the Liquidation Multiple thereafter applicable to the determination of the Participating Liquidation Amount to which holders of Series A Preferred Stock shall be entitled after such event shall be the Liquidation Multiple applicable immediately prior to such event multiplied by a fraction the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.

Liquidation, Dissolution or Winding Up. Upon any voluntary or involuntary liquidation, dissolution or winding up of the Corporation, no distribution shall be made (ai) to the holders of shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Preferred Stock unless, prior thereto, unless the holders of shares of Series A Preferred Stock shall have received for each share of Series A Preferred Stock, subject to adjustment as hereinafter provided, (iA) $1,000 140,000.00 plus an amount equal to accrued and unpaid dividends and distributions thereon, whether or not declared, to the date of such payment or, (iiB) if greater than the amount specified in clause (a)(ii)(A) of this sentence, an amount equal to one thousand (1,000) 1,000 times the aggregate amount to be distributed per share to holders of Common Stock, as the same may be adjusted as hereinafter provided and, and (bii) to the holders of shares stock ranking on a parity upon liquidation, dissolution or winding up with the Series A Preferred Stock, unless simultaneously therewith distributions are made ratably on the Series A Preferred Stock and all other shares of such parity stock in proportion to the total amounts to which the holders of shares of Series A Preferred Stock are entitled under clause (a)(ii)(A) of this sentence and to which the holders of such parity shares are entitled, in each case upon such liquidation, dissolution or winding up. The amount to which holders of Series A Preferred Stock may be entitled upon liquidation, dissolution or winding up of the Corporation pursuant to clause (a)(ii)(B) of the foregoing sentence is hereinafter referred to as the “"Participating Liquidation Amount” " and the multiple of the amount to be distributed to holders of shares of Common Stock upon the liquidation, dissolution or winding up of the Corporation applicable pursuant to said clause to the determination of the Participating Liquidation Amount, as said multiple may be adjusted from time to time as hereinafter provided, is hereinafter referred to as the “"Liquidation Multiple.” ". In the event the Corporation shall at any time after the Effective Date declare or pay any dividend on Common Stock payable in shares of Common Stock, or effect a subdivision or split or a combination, consolidation or reverse split of the outstanding shares of Common Stock into a greater or lesser number of shares of Common Stock, then, in each such case, the Liquidation Multiple thereafter applicable to the determination of the Participating Liquidation Amount to which holders of Series A Preferred Stock shall be entitled after such event shall be the Liquidation Multiple applicable immediately prior to such event multiplied by a fraction the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.

Liquidation, Dissolution or Winding Up. Upon Subject to the rights -------------------------------------- of the holders of Series A 9.68% Cumulative Convertible Preferred Stock and any other series of Preferred Stock ranking prior to the Series B Cumulative Preferred Stock with respect to distributions upon liquidation, dissolution or winding up of the Corporation, upon any liquidation (voluntary or involuntary liquidationotherwise), dissolution or winding up of the Corporation, no distribution shall may be made (ax) to the holders of shares ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A B Cumulative Preferred Stock unless, prior thereto, the holders of shares of Series A B Cumulative Preferred Stock shall have received for each share of Series A Preferred Stock, subject to adjustment as hereinafter provided, (i) $1,000 plus an amount equal to accrued and unpaid dividends and distributions thereon, whether or not declared, to the date of such payment orpayment, (ii) if greater than the amount specified in clause (a)(i) of this sentence, plus an amount equal to one thousand the greater of (1,0001) $1,000.00 per share, or (2) an aggregate amount per share, subject to the provision for adjustment hereinafter set forth, equal to 1,000 times the aggregate amount to be distributed per share to holders of Common Stock, as the same may be adjusted as hereinafter provided and, or (by) to the holders of shares ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up up) with the Series A B Cumulative Preferred Stock, unless simultaneously therewith except distributions are made ratably on the Series A B Cumulative Preferred Stock and all other shares of such parity stock in proportion to the total amounts to which the holders of all such shares of Series A Preferred Stock are entitled under clause (a)(i) of this sentence and to which the holders of such parity shares are entitled, in each case upon such liquidation, dissolution or winding up. The amount to which holders of Series A Preferred Stock may be entitled upon liquidation, dissolution or winding up of If the Corporation pursuant to clause (a)(i) of the foregoing sentence is hereinafter referred to as the “Participating Liquidation Amount” and the multiple of the amount to be distributed to holders of shares of Common Stock upon the liquidation, dissolution or winding up of the Corporation applicable pursuant to said clause to the determination of the Participating Liquidation Amount, as said multiple may be adjusted from time to time as hereinafter provided, is hereinafter referred to as the “Liquidation Multiple.” In the event the Corporation shall at any time after the Effective Rights Declaration Date declare (i) declares or pay pays any dividend on Common Stock payable in shares of Common Stock, or effect (ii) effects a subdivision or split combination or a combination, consolidation or reverse split of the outstanding shares of Common Stock (by reclassification or otherwise than by payment of a dividend in Common Stock) into a greater or lesser number of shares of Common Stock, then, then in each such case, case the Liquidation Multiple thereafter applicable to the determination of the Participating Liquidation Amount aggregate amount per share to which holders of Series A B Cumulative Preferred Stock shall be were entitled after such event shall be the Liquidation Multiple applicable immediately prior to such event multiplied under clause (x) of the preceding sentence will be adjusted by multiplying such amount by a fraction fraction, the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event. Neither the consolidation nor merging of the Corporation with or into any other corporation or corporations, nor the sale or other transfer of all or substantially all of the assets of the Corporation, will be considered to be a liquidation, dissolution or winding up of the Corporation within the meaning of this paragraph (b).

Liquidation, Dissolution or Winding Up. Upon any -------------------------------------- voluntary or involuntary liquidation, dissolution or winding up of the CorporationCompany, no distribution shall be made (ai) to the holders of shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Preferred Stock unless, prior thereto, unless the holders of shares of Series A Preferred Stock shall have received for each share of Series A Preferred Stockreceived, subject to adjustment as hereinafter provided, (iA) $1,000 100.00 per one one-hundredth (1/100) share plus an amount equal to accrued and unpaid dividends and distributions thereon, whether or not declared, to the date of such payment or, (iiB) if greater than the amount specified in clause (a)(ii)(A) of this sentence, an amount equal to one thousand (1,000) 100 times the aggregate amount to be distributed per share to holders of Common Stock, as the same may be adjusted as hereinafter provided and, and (bii) to the holders of shares stock ranking on a parity upon liquidation, dissolution or winding up with the Series A Preferred Stock, unless simultaneously therewith distributions are made ratably on the Series A Preferred Stock and all other shares of such parity stock in proportion to the total amounts to which the holders of shares of Series A Preferred Stock are entitled under clause (a)(ii)(A) of this sentence and to which the holders of such parity shares are entitled, in each case upon such liquidation, dissolution or winding up. The amount to which holders of Series A Preferred Stock may be entitled upon liquidation, dissolution or winding up of the Corporation Company pursuant to clause (a)(ii)(B) of the foregoing sentence is hereinafter referred to as the “"Participating Liquidation Amount” " and the multiple of the amount to be distributed to holders of shares of Common Stock upon the liquidation, dissolution or winding up of the Corporation Company applicable pursuant to said clause to the determination of the Participating Liquidation Amount, as said multiple may be adjusted from time to time as hereinafter provided, is hereinafter referred to as the “"Liquidation Multiple.” ". In the event the Corporation Company shall at any time after the Effective Date January 29, 1996 declare or pay any dividend on Common Stock payable in shares of Common Stock, or effect a subdivision or split or a combination, consolidation or reverse split of the outstanding shares of Common Stock into a greater or lesser number of shares of Common Stock, then, in each such case, the Liquidation Multiple thereafter applicable to the determination of the Participating Liquidation Amount to which holders of Series A Preferred Stock shall be entitled after such event shall be the Liquidation Multiple applicable immediately prior to such event multiplied by a fraction the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.

Liquidation, Dissolution or Winding Up. Upon In the event of any voluntary or involuntary liquidation, dissolution dissolution, merger (where a change of control occurs), consolidation, sale of all or substantially all assets (which for purposes hereof shall be deemed to mean, notwithstanding any statute, rule or case law to the contrary, the sale of more than 50% of the tangible or intangible assets of the Corporation) or winding up of the Corporation, no distribution shall be made (a) to the holders of shares ranking junior (either as to dividends whether voluntary or upon liquidation, dissolution or winding up) to the Series A Preferred Stock unless, prior theretoinvoluntary, the holders of shares of Series A Preferred Stock Shares shall have received be entitled to be promptly paid out of the assets of the Corporation available for each distribution to holders of the Corporation's capital stock of all classes (and before any payments are made to holders of capital stock of any other class), whether such assets are capital, surplus, or capital earnings, an amount equal to $10,000 per share of Series A Preferred Stock, Shares (which amount shall be subject to equitable adjustment as hereinafter providedwhenever there shall occur a stock split, (icombination, reclassification or other similar event involving the Series A Preferred Shares) $1,000 plus an amount equal to all accrued and unpaid dividends and distributions thereon, whether or not earned or declared, to since the date of such issue up to and including the date full payment or, (ii) if greater than the amount specified in clause (a)(i) of this sentence, an amount equal to one thousand (1,000) times the aggregate amount to shall be distributed per share to holders of Common Stock, as the same may be adjusted as hereinafter provided and, (b) tendered to the holders of shares ranking on a parity upon the Series A Preferred Shares with respect to such liquidation, dissolution or winding up with (collectively, the Series A Preferred Stock, unless simultaneously therewith distributions are made ratably on "Liquidation Amount"). If the Series A Preferred Stock and all other shares assets of such parity stock in proportion the Corporation available for distribution to its shareholders shall be insufficient to pay the total amounts to which the holders of shares of Series A Preferred Stock are entitled under clause (a)(i) of this sentence and to which the holders of such parity shares are entitled, in each case upon such liquidation, dissolution or winding up. The amount to which holders of Series A Preferred Stock may be entitled upon liquidation, dissolution or winding up Shares the full amount of the Corporation pursuant to clause (a)(i) of the foregoing sentence is hereinafter referred to as the “Participating Liquidation Amount” and the multiple of the amount to be distributed to holders of shares of Common Stock upon the liquidation, dissolution or winding up of the Corporation applicable pursuant to said clause to the determination of the Participating Liquidation Amount, as said multiple may be adjusted from time to time as hereinafter provided, is hereinafter referred to as the “Liquidation Multiple.” In the event the Corporation shall at any time after the Effective Date declare or pay any dividend on Common Stock payable in shares of Common Stock, or effect a subdivision or split or a combination, consolidation or reverse split of the outstanding shares of Common Stock into a greater or lesser number of shares of Common Stock, then, in each such case, the Liquidation Multiple thereafter applicable to the determination of the Participating Liquidation Amount to which they shall be entitled, the holders of Series A Preferred Stock Shares shall share ratably in any distribution of assets according to the amounts which would be payable with respect to the Series A Preferred Shares held by them upon such distribution if all amounts payable on or with respect to said shares were paid in full. After the payment of the Liquidation Amount shall have been made in full to the holders of the Series A Preferred Shares or funds necessary for such payment shall have been set aside by the Corporation in trust for the account of holders of the Series A Preferred Shares so as to be available for such payments, the remaining assets of the Corporation legally available for distribution to its shareholders shall be entitled after such event shall be distributed among the Liquidation Multiple applicable immediately prior holders of other classes of capital stock of the Corporation (the "Junior Stock") to such event multiplied by a fraction the numerator exclusion of which is the number holders of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such eventSeries A Preferred Shares.

Liquidation, Dissolution or Winding Up. (a) Upon any voluntary or involuntary liquidation, dissolution or winding up of the CorporationCompany (each, no a “Liquidation”), before any distribution or payment shall be made (a) to the holders of shares ranking junior (either as to dividends or upon liquidationany Junior Stock, dissolution or winding up) to the Series A Preferred Stock unless, prior thereto, the holders each holder of shares of Series A Convertible Preferred Stock shall have received for each be entitled to receive an amount in cash per share of Series A Convertible Preferred Stock, subject Stock equal to adjustment as hereinafter provided, the greater of (i) $1,000 the Stated Value per share, plus an amount equal to the greater of (x) any dividends accrued and but unpaid dividends and distributions thereon, thereon (whether or not declared, to ) through the date of such payment or, Liquidation and (iiy) if greater than the amount specified in clause cash that each holder would have received if all accrued but unpaid dividends (a)(iwhether or not declared) of this sentence, an amount equal to one thousand (1,000) times the aggregate amount to be distributed per share to holders had been paid in shares of Common Stock, as Stock immediately prior to such Liquidation (the same may be adjusted as hereinafter provided and, (b) to the holders of shares ranking on a parity upon liquidation, dissolution or winding up with the Series A Preferred Stock, unless simultaneously therewith distributions are made ratably on the Series A Preferred Stock and all other shares of such parity stock in proportion to the total amounts to which the holders of shares of Series A Preferred Stock are entitled under clause (a)(i) of this sentence and to which the holders of such parity shares are entitled, in each case upon such liquidation, dissolution or winding up. The amount to which holders of Series A Preferred Stock may be entitled upon liquidation, dissolution or winding up of the Corporation payable pursuant to clause (a)(ithis Section 5(a)(i) of the foregoing sentence is hereinafter referred to as the “Participating Liquidation Amount” Redemption Price”) and (ii) the multiple payment such holders would have received had such holders, immediately prior to such Liquidation, (a) converted their shares of the amount to be distributed to holders of Convertible Preferred Stock into shares of Common Stock upon (pursuant to, and at a conversion rate described in, Section 7) immediately prior to such Liquidation and (b) received all accrued but unpaid dividends (whether or not declared) through the liquidation, dissolution or winding up date of Liquidation in shares of Common Stock immediately prior to such Liquidation (the Corporation applicable pursuant to said clause to the determination greater of the Participating Liquidation Amount, as said multiple may be adjusted from time to time as hereinafter provided, (i) and (ii) is hereinafter referred to herein as the “Liquidation Multiple.” In Preference”). If, upon any such Liquidation, the event the Corporation shall at any time after the Effective Date declare or pay any dividend on Common Stock payable in shares of Common Stock, or effect a subdivision or split or a combination, consolidation or reverse split assets of the outstanding shares Company shall be insufficient to make payment in full to all holders of Common Convertible Preferred Stock into a greater or lesser number of shares of Common Stock, then, the Liquidation Preference set forth in each such casethis Section 5(a), the Liquidation Multiple thereafter applicable to the determination of the Participating Liquidation Amount to which holders of Series A Convertible Preferred Stock shall share equally and ratably in any distribution of such assets in proportion to the full Liquidation Preference to which each such holder would otherwise be entitled after such event shall be the Liquidation Multiple applicable immediately prior to such event multiplied by a fraction the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such evententitled.

Liquidation, Dissolution or Winding Up. Upon any voluntary or involuntary liquidation, dissolution or winding up of the Corporation, no distribution shall be made (ai) to the holders of shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A D Preferred Stock unless, prior thereto, unless the holders of shares of Series A D Preferred Stock shall have received for each share of Series A D Preferred Stock, subject to adjustment as hereinafter provided, (iA) $1,000 40,000 plus an amount equal to accrued and unpaid dividends and distributions thereon, whether or not declared, to the date of such payment or, (iiB) if greater than the amount specified in clause (a)(ii)(A) of this sentence, an amount equal to one thousand (1,000) 1,000 times the aggregate amount to be distributed per share to holders of Common Stock, as the same may be adjusted as hereinafter provided and, and (bii) to the holders of shares stock ranking on a parity upon liquidation, dissolution or winding up with the Series A D Preferred Stock, unless simultaneously therewith distributions are made ratably on the Series A D Preferred Stock and all other shares of such parity stock in proportion to the total amounts to which the holders of shares of Series A D Preferred Stock are entitled under clause (a)(ii)(A) of this sentence and to which the holders of such parity shares are entitled, in each case upon such liquidation, dissolution or winding up. The amount to which holders of Series A D Preferred Stock may be entitled upon liquidation, dissolution or winding up of the Corporation pursuant to clause (a)(ii)(B) of the foregoing sentence is hereinafter referred to as the “Participating Liquidation Amount” and the multiple of the amount to be distributed to holders of shares of Common Stock upon the liquidation, dissolution or winding up of the Corporation applicable pursuant to said clause to the determination of the Participating Liquidation Amount, as said multiple may be adjusted from time to time as hereinafter provided, is hereinafter referred to as the “Liquidation Multiple.” In the event the Corporation shall at any time after the Effective Date declare or pay any dividend on Common Stock payable in shares of Common Stock, or effect a subdivision or split or a combination, consolidation or reverse split of the outstanding shares of Common Stock into a greater or lesser number of shares of Common Stock, then, in each such case, the Liquidation Multiple thereafter applicable to the determination of the Participating Liquidation Amount to which holders of Series A D Preferred Stock shall be entitled after such event shall be the Liquidation Multiple applicable immediately prior to such event multiplied by a fraction the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.

Liquidation, Dissolution or Winding Up. Upon any voluntary or involuntary liquidation, dissolution or winding up of the CorporationCompany, no distribution shall be made (ai) to the holders of shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Preferred Stock unless, prior thereto, unless the holders of shares of Series A Preferred Stock shall have received for received, with respect to each share of Series A Preferred Stock, subject to adjustment as hereinafter provided, (iA) $1,000 6,000 plus an amount equal to accrued and unpaid dividends and distributions thereon, whether or not declared, to the date of such payment orpayment, or (iiB) if greater than the amount specified in clause (a)(ii)(A) of this sentence, an amount equal to one thousand (1,000) 100 times the aggregate amount to be distributed per share to holders of Common Stock, as the same may be adjusted as hereinafter provided andprovided, and (bii) to the holders of shares stock ranking on a parity upon liquidation, dissolution or winding up with the Series A Preferred Stock, unless simultaneously therewith distributions are made ratably on the Series A Preferred Stock and all other shares of such parity stock in proportion to the total amounts to which the holders of shares of Series A Preferred Stock are entitled under clause (a)(ii)(A) of this sentence and to which the holders of such parity shares are entitled, in each case upon such liquidation, dissolution or winding up. The amount to which holders of Series A Preferred Stock may be entitled upon liquidation, dissolution or winding up of the Corporation Company pursuant to clause (a)(ii)(B) of the foregoing sentence is hereinafter referred to as the “"Participating Liquidation Amount” " and the multiple of the amount to be distributed to holders of shares of Common Stock upon the liquidation, dissolution or winding up of the Corporation Company applicable pursuant to said clause to the determination of the Participating Liquidation Amount, as said multiple may be adjusted from time to time as hereinafter provided, is hereinafter referred to as the “"Liquidation Multiple.” ". In the event the Corporation company shall at any time after the Effective Date February 4, 1998 declare or pay any dividend on Common Stock payable in shares of Common Stock, or effect a subdivision or split or a combination, consolidation or reverse split of the outstanding shares of Common Stock into a greater or lesser number of shares of Common Stock, then, then in each such case, case the Liquidation Multiple thereafter applicable to the determination of the Participating Liquidation Amount to which holders of Series A Preferred Stock shall be entitled after such event shall be the Liquidation Multiple applicable immediately prior to such event multiplied by a fraction the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event. Section 7.

Liquidation, Dissolution or Winding Up. (i) Upon any liquidation (voluntary or involuntary liquidationotherwise), dissolution or winding up of the Corporation, no distribution shall be made (a) to the holders of shares of stogk ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Partigipating Preferred Stock Stogk unless, prior thereto, the holders of shares of Series A Partigipating Preferred Stock Stogk shall have received for each regeived per share, the greater of $1,000 or 1,000 times the payment made per share of Series A Preferred StockCommon Stogk, subject to adjustment as hereinafter provided, (i) $1,000 plus an amount equal to accrued aggrued and unpaid dividends and distributions thereon, whether or not declareddeglared, to the date of such sugh payment or, (ii) if greater than the “Series A Liquidation Preferenge”). Following the payment of the full amount specified in clause (a)(i) of this sentence, an amount equal to one thousand (1,000) times the aggregate amount to be distributed per share to holders of Common Stock, as the same may be adjusted as hereinafter provided and, (b) to the holders of shares ranking on a parity upon liquidation, dissolution or winding up with the Series A Preferred StockLiquidation Preferenge, unless simultaneously therewith no additional distributions are shall be made ratably on the Series A Preferred Stock and all other shares of such parity stock in proportion to the total amounts to which the holders of shares of Series A Partigipating Preferred Stock are entitled under clause (a)(i) of this sentence and to which Stogk unless, prior thereto, the holders of such parity shares are entitled, in each case upon such liquidation, dissolution or winding up. The amount to which holders of Series A Preferred Stock may be entitled upon liquidation, dissolution or winding up of the Corporation pursuant to clause (a)(i) of the foregoing sentence is hereinafter referred to as the “Participating Liquidation Amount” and the multiple of the amount to be distributed to holders of shares of Common Stock upon Stogk shall have regeived an amount per share (the liquidation“Common Adjustment”) equal to the quotient obtained by dividing (A) the Series A Liquidation Preferenge by (B) 1,000 (as appropriately adjusted as set forth in subparagraph (iii) below to reflegt sugh events as stogk splits, dissolution or winding up stogk dividends and regapitalization with respegt to the Common Stogk)(sugh number in xxxxxx (B), the “Adjustment Number”). Following the payment of the Corporation applicable pursuant to said clause to the determination full amount of the Participating Series A Liquidation Amount, as said multiple may be adjusted from time to time as hereinafter provided, is hereinafter referred to as Preferenge and the “Liquidation Multiple.” In the event the Corporation shall at any time after the Effective Date declare or pay any dividend on Common Stock payable Adjustment in shares respegt of Common Stock, or effect a subdivision or split or a combination, consolidation or reverse split of the all outstanding shares of Series A Partigipating Preferred Stogk and Common Stock into a greater or lesser number Stogk, respegtively, holders of Series A Partigipating Preferred Stogk and holders of shares of Common Stock, then, in each such case, the Liquidation Multiple thereafter applicable to the determination Stogk shall regeive their ratable and proportionate share of the Participating Liquidation Amount remaining assets to which holders be distrib- uted in the ratio of Series A the Adjustment Number to 1 with respegt to sugh Preferred Stock shall be entitled after such event shall be the Liquidation Multiple applicable immediately prior to such event multiplied by Stogk and Common Stogk, on a fraction the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such eventper share basis, respegtively.

Liquidation, Dissolution or Winding Up. Upon any voluntary or involuntary liquidation, dissolution or winding up of the Corporation, no distribution shall be made (ai) to the holders of shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A S Preferred Stock unless, prior thereto, unless the holders of shares of Series A S Preferred Stock shall have received for each share of Series A S Preferred Stock, subject to adjustment as hereinafter provided, (iA) $1,000 16,400 plus an amount equal to accrued and unpaid dividends and distributions thereon, whether or not declared, to the date of such payment or, (iiB) if greater than the amount specified in clause (a)(ii)(A) of this sentence, an amount equal to one thousand (1,000) 100 times the aggregate amount to be distributed per share to holders of Common Stock, as the same may be adjusted as hereinafter provided and, and (bii) to the holders of shares stock ranking on a parity upon liquidation, dissolution or winding up with the Series A S Preferred Stock, unless simultaneously therewith distributions are made ratably on the Series A S Preferred Stock and all other shares of such parity stock in proportion to the total amounts to which the holders of shares of Series A Preferred Stock are entitled under clause (a)(ii)(A) of this sentence and to which the holders of such parity shares are entitled, in each case upon such liquidation, dissolution or winding up. The amount to which holders of Series A S Preferred Stock may be entitled upon liquidation, dissolution or winding up of the Corporation pursuant to clause (a)(ii)(B) of the foregoing sentence is hereinafter referred to as the “"Participating Liquidation Amount” " and the multiple of the amount to be distributed to holders of shares of Common Stock upon the liquidation, dissolution or winding up of the Corporation applicable pursuant to said clause to the determination of the Participating Liquidation Amount, as said multiple may be adjusted from time to time as hereinafter provided, is hereinafter referred to as the “Liquidation Multiple.” In the event the Corporation shall at any time after the Effective Date declare or pay any dividend on Common Stock payable in shares of Common Stock, or effect a subdivision or split or a combination, consolidation or reverse split of the outstanding shares of Common Stock into a greater or lesser number of shares of Common Stock, then, in each such case, the Liquidation Multiple thereafter applicable to the determination of the Participating Liquidation Amount to which holders of Series A Preferred Stock shall be entitled after such event shall be the Liquidation Multiple applicable immediately prior to such event multiplied by a fraction the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event."

Liquidation, Dissolution or Winding Up. Upon (a) In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Corporation, no distribution shall be made (a) to the holders of shares ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Preferred Stock unless, prior thereto, the holders of shares of Series A __ Preferred Stock Shares then outstanding shall have received be entitled to be paid out of the assets of the Corporation available for each share of Series A Preferred Stockdistribution to its Shareholders, after and subject to adjustment as hereinafter provided, (i) $1,000 plus an amount equal to accrued and unpaid dividends and distributions thereon, whether or not declared, to the date payment in full of such payment or, (ii) if greater than the amount specified in clause (a)(i) of this sentence, an amount equal to one thousand (1,000) times the aggregate amount all amounts required to be distributed per share to holders of Common Stock, as the same may be adjusted as hereinafter provided and, (b) to the holders of shares any other Preferred Shares of the Corporation ranking on a parity upon liquidation, dissolution or winding up with liquidation prior and in preference to the Series A __ Preferred Stock, unless simultaneously therewith distributions are made ratably on the Series A Shares (such Preferred Stock and all other shares of such parity stock in proportion Shares being referred to the total amounts to which the holders of shares of Series A Preferred Stock are entitled under clause (a)(ihereinafter as "SENIOR PREFERRED SHARES") of this sentence and to which the holders of such parity shares are entitled, in each case upon such liquidation, dissolution or winding up. The amount , but before any payment shall be made to which the holders of Series A Preferred Stock may be entitled Junior Shares, an amount equal to the Liquidation Preference per share plus any accrued dividends thereon (whether or not there are funds legally available for the payment of such dividends and whether or not such dividends are authorized) (subject to adjustment in the event of any dividend, split, distribution or combination with respect to such shares). If upon any such liquidation, dissolution or winding up of the Corporation pursuant to clause (a)(i) the remaining assets of the foregoing sentence is hereinafter referred Corporation available for the distribution to as the “Participating Liquidation Amount” and the multiple its Shareholders after payment in full of the amount amounts required to be paid or distributed to holders of Senior Preferred Shares shall be insufficient to pay the holders of shares of Common Stock upon Series __ Preferred Shares the liquidationfull amount to which they shall be entitled, dissolution or winding up the holders of shares of Series ___ Preferred Shares, and any class of Shares ranking on liquidation on a parity with the Series __ Preferred Shares, shall share ratably in any distribution of the remaining assets and funds of the Corporation applicable pursuant in proportion to the respective amounts which would otherwise be payable in respect to the shares held by them upon such distribution if all amounts payable on or with respect to said clause to the determination of the Participating Liquidation Amount, as said multiple may be adjusted from time to time as hereinafter provided, is hereinafter referred to as the “Liquidation Multipleshares were paid in full.” In the event the Corporation shall at any time after the Effective Date declare or pay any dividend on Common Stock payable in shares of Common Stock, or effect a subdivision or split or a combination, consolidation or reverse split of the outstanding shares of Common Stock into a greater or lesser number of shares of Common Stock, then, in each such case, the Liquidation Multiple thereafter applicable to the determination of the Participating Liquidation Amount to which holders of Series A Preferred Stock shall be entitled after such event shall be the Liquidation Multiple applicable immediately prior to such event multiplied by a fraction the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.

Liquidation, Dissolution or Winding Up. Upon any voluntary or involuntary liquidation, dissolution or winding up of the Corporation, no distribution shall be made (ai) to the holders of shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Preferred Stock unless, prior thereto, unless the holders of shares of Series A Preferred Stock shall have received for each share of Series A Preferred Stock, subject to adjustment as hereinafter provided, (iA) $1,000 650 plus an amount equal to accrued and unpaid dividends and distributions thereon, whether or not declared, to the date of such payment or, (iiB) if greater than the amount specified in clause (a)(ii)(A) of this sentence, an amount equal to one thousand (1,000) 100 times the aggregate amount to be distributed per share to holders of Common Stock, as the same may be adjusted as hereinafter provided and, and (bii) to the holders of shares stock ranking on a parity upon liquidation, dissolution or winding up with the Series A Preferred Stock, unless simultaneously therewith distributions are made ratably on the Series A Preferred Stock and all other shares of such parity stock in proportion to the total amounts to which the holders of shares of Series A Preferred Stock are entitled under clause (a)(ii)(A) of this sentence and to which the holders of such parity shares are entitled, in each case upon such liquidation, dissolution or winding up. The amount to which holders of Series A Preferred Stock may be entitled upon liquidation, dissolution or winding up of the Corporation pursuant to clause (a)(ii)(B) of the foregoing sentence is hereinafter referred to as the “Participating Liquidation Amount” "PARTICIPATING LIQUIDATION AMOUNT" and the multiple of the amount to be distributed to holders of shares of Common Stock upon the liquidation, dissolution or winding up of the Corporation applicable pursuant to said clause to the determination of the Participating Liquidation Amount, as said multiple may be adjusted from time to time as hereinafter provided, is hereinafter referred to as the “Liquidation Multiple.” "LIQUIDATION MULTIPLE". In the event the Corporation shall at any time after the Effective Date date shares of Common Stock are first publicly held declare or pay any dividend on Common Stock payable in shares of Common Stock, or effect a subdivision or split or a combination, consolidation or reverse split of the outstanding shares of Common Stock into a greater or lesser number of shares of Common Stock, then, in each such case, the Liquidation Multiple thereafter applicable to the determination of the Participating Liquidation Amount to which holders of Series A Preferred Stock shall be entitled after such event shall be the Liquidation Multiple applicable immediately prior to such event multiplied by a fraction the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.

Liquidation, Dissolution or Winding Up. Upon any voluntary or involuntary liquidation, dissolution or winding up of the CorporationCompany, no distribution shall be made (ai) to the holders of shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A E Preferred Stock unless, prior thereto, unless the holders of shares of Series A E Preferred Stock shall have received for each share of Series A E Preferred Stock, subject to adjustment as hereinafter provided, (iA) $1,000 1,000.00 plus an amount equal to accrued and unpaid dividends and distributions thereon, whether or not declared, to the date of such payment or, (iiB) if greater than the amount specified in clause (a)(ii)(A) of this sentence, an amount equal to one thousand (1,000) 1,000 times the aggregate amount to be distributed per share to holders of Common Stock, as the same may be adjusted as hereinafter provided and, and (bii) to the holders of shares stock ranking on a parity upon liquidation, dissolution or winding up with the Series A E Preferred Stock, unless simultaneously therewith distributions are made ratably on the Series A E Preferred Stock and all other shares of such parity stock in proportion to the total amounts to which the holders of shares of Series A E Preferred Stock are entitled under clause (a)(ii)(A) of this sentence and to which the holders of such parity shares are entitled, in each case upon such liquidation, dissolution or winding up. The amount to which holders of Series A E Preferred Stock may be entitled upon liquidation, dissolution or winding up of the Corporation Company pursuant to clause (a)(ii)(B) of the foregoing sentence is hereinafter referred to as the “"Participating Liquidation Amount” " and the multiple of the amount to be distributed to holders of shares of Common Stock upon the liquidation, dissolution or winding up of the Corporation Company applicable pursuant to said clause to the determination of the Participating Liquidation Amount, as said multiple may be adjusted from time to time as hereinafter provided, is hereinafter referred to as the “"Liquidation Multiple.” ". In the event the Corporation Company shall at any time after the Effective Date October 19, 1999 declare or pay any dividend on Common Stock payable in shares of Common Stock, or effect a subdivision or split or a combination, consolidation or reverse split of the outstanding shares of Common Stock into a greater or lesser number of shares of Common Stock, then, in each such case, the Liquidation Multiple thereafter applicable to the determination of the Participating Liquidation Amount to which holders of Series A E Preferred Stock shall be entitled after such event shall be the Liquidation Multiple applicable immediately prior to such event multiplied by a fraction the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.

Liquidation, Dissolution or Winding Up. Upon any voluntary or involuntary liquidation, dissolution or winding up of the CorporationCompany, no distribution shall be made (ai) to the holders of shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Preferred Stock unless, prior thereto, unless the holders of shares of Series A Preferred Stock shall have received for each share of Series A Preferred Stock, subject to adjustment as hereinafter provided, (iA) $1,000 1,400 plus an amount equal to accrued and unpaid dividends and distributions thereon, whether or not declared, to the date of such payment or, (iiB) if greater than the amount specified in clause (a)(ii)(A) of this sentence, an amount equal to one thousand (1,000) 100 times the aggregate amount to be distributed per share to holders of Common Stock, as the same may be adjusted as hereinafter provided and, and (bii) to the holders of shares stock ranking on a parity upon liquidation, dissolution or winding up with the Series A Preferred Stock, unless simultaneously therewith distributions are made ratably on the Series A Preferred Stock and all other shares of such parity stock in proportion to the total amounts to which the holders of shares of Series A Preferred Stock are entitled under clause (a)(ii)(A) of this sentence and to which the holders of such parity shares are entitled, in each case upon such liquidation, dissolution or winding up. The amount to which holders of Series A Preferred Stock may be entitled upon liquidation, dissolution or winding up of the Corporation Company pursuant to clause (a)(ii)(B) of the foregoing sentence is hereinafter referred to as the “Participating "Partici- pating Liquidation Amount” " and the multiple of the amount to be distributed to holders of shares of Common Stock upon the liquidation, dissolution or winding up of the Corporation Company applicable pursuant to said clause to the determination of the Participating Liquidation Amount, as said multiple may be adjusted from time to time as hereinafter provided, is hereinafter referred to as the “"Liquidation Multiple.” ". In the event the Corporation Company shall at any time after the Effective Date April 2, 1998 declare or pay any dividend on Common Stock payable in shares of Common Stock, or effect a subdivision or split or a combination, consolidation or reverse split of the outstanding shares of Common Stock into a greater or lesser number of shares of Common Stock, then, in each such case, the Liquidation Multiple thereafter applicable to the determination of the Participating Liquidation Amount to which holders of Series A Preferred Stock shall be entitled after such event shall be the Liquidation Multiple applicable immediately prior to such event multiplied by a fraction the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.

Liquidation, Dissolution or Winding Up. Upon any voluntary or involuntary liquidation, dissolution or winding up of the CorporationCompany, no distribution shall be made (ai) to the holders of shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A H Junior Preferred Stock unless, prior thereto, unless the holders of shares of Series A H Junior Preferred Stock shall have received for each share of Series A H Junior Preferred Stock, subject to adjustment as hereinafter provided, (iA) $1,000 Two dollars (US$2.00) per one one-hundredth (1/100) of a share plus an amount equal to accrued and unpaid dividends and distributions thereon, whether or not declared, to the date of such payment or, (iiB) if greater than the amount specified in clause (a)(ii)(A) of this sentence, an amount equal to one thousand hundred (1,000100) times the aggregate amount to be distributed per share to holders of Common Stock, as the same may be adjusted as hereinafter provided andprovided, and (bii) to the holders of shares stock ranking on a parity upon liquidation, dissolution or winding up with the Series A H Junior Preferred Stock, unless simultaneously therewith distributions are made ratably on the Series A H Junior Preferred Stock and all other shares of such parity stock in proportion to the total amounts to which the holders of shares of Series A H Junior Preferred Stock are entitled under clause (a)(ii)(A) of this sentence and to which the holders of such parity shares are entitled, in each case upon such liquidation, dissolution or winding up. The amount to which holders of Series A H Junior Preferred Stock may be entitled upon liquidation, dissolution or winding up of the Corporation Company pursuant to clause (a)(ii)(B) of the foregoing sentence is hereinafter referred to as the “"Participating Liquidation Amount” " and the multiple of the amount to be distributed to holders of shares of Common Stock upon the liquidation, dissolution or winding up of the Corporation Company applicable pursuant to said clause to the determination of the Participating Liquidation Amount, as said multiple may be adjusted from time to time as hereinafter provided, is hereinafter referred to as the “"Liquidation Multiple.” " In the event the Corporation Company shall at any time after the Effective Date declare or pay any dividend on Common Stock payable in shares of Common Stock, or effect a subdivision or split or a combination, consolidation or reverse split of the outstanding shares of Common Stock into a greater or lesser number of shares of Common Stock, then, in each such case, the Liquidation Multiple thereafter applicable to the determination of the Participating Liquidation Amount to which holders of Series A H Junior Preferred Stock shall be entitled after such event shall be the Liquidation Multiple applicable immediately prior to such event multiplied by a fraction the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.

Liquidation, Dissolution or Winding Up. Upon any voluntary or involuntary liquidation, dissolution or winding up of the CorporationCompany, no distribution shall be made (ai) to the holders of shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Preferred Stock unless, prior thereto, unless the holders of shares of Series A Preferred Stock shall have received for each share of Series A Preferred Stockreceived, subject to adjustment as hereinafter provided, (iA) $1,000 100.00 per share plus an amount equal to accrued and unpaid dividends and distributions thereon, whether or not declared, to the date of such payment orpayment, or (iiB) if greater than the amount specified in clause (a)(ii)(A) of this sentence, an amount equal to one thousand (1,000) 100 times the aggregate amount to be distributed per share to holders of Common Stock, as the same may be adjusted as hereinafter provided andprovided, and (bii) to the holders of shares stock ranking on a parity upon liquidation, dissolution or winding up with the Series A Preferred Stock, unless simultaneously therewith distributions are made ratably on the Series A Preferred Stock and all other shares of such parity stock in proportion to the total amounts to which the holders of shares of Series A Preferred Stock are entitled under clause (a)(ii)(A) of this sentence and to which the holders of such parity shares are entitled, in each case upon such liquidation, dissolution or winding up. The amount to which holders of Series A Preferred Stock may be entitled upon liquidation, dissolution or winding up of the Corporation Company pursuant to clause (a)(ii)(B) of the foregoing sentence is hereinafter referred to as the “"Participating Liquidation Amount” " and the multiple of the amount to be distributed to holders of shares of Common Stock upon the liquidation, dissolution or winding up of the Corporation Company applicable pursuant to said clause to the determination of the Participating Liquidation Amount, as said multiple may be adjusted from time to time as hereinafter provided, is hereinafter referred to as the “"Liquidation Multiple.” In ". If the event the Corporation Company shall at any time after the Effective Date June 18, 2003 declare or pay any dividend on Common Stock payable in shares of Common Stock, or effect a subdivision or split or a combination, consolidation or reverse split of the outstanding shares of Common Stock into a greater or lesser number of shares of Common Stock, then, then in each such case, case the Liquidation Multiple thereafter applicable to the determination of the Participating Liquidation Amount to which holders of Series A Preferred Stock shall be entitled after such event shall be the Liquidation Multiple applicable immediately prior to before such event multiplied by a fraction the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to before such event.

Liquidation, Dissolution or Winding Up. Upon any voluntary or involuntary liquidation, dissolution or winding up of the Corporation, no distribution shall be made (ai) to the holders of shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Preferred Stock unless, prior thereto, unless the holders of shares of Series A Preferred Stock shall have received for each share of Series A Preferred Stock, subject to adjustment as hereinafter provided, (iA) $1,000 100 ($1.00 per one one-hundredth of a share) plus an amount equal to accrued and unpaid dividends and distributions thereon, whether or not declared, to the date of such payment or, (iiB) if greater than the amount specified in clause (a)(ii)(A) of this sentence, an amount equal to one thousand (1,000) 100 times the aggregate amount to be distributed per share to holders of Common Stock, as the same may be adjusted as hereinafter provided and, and (bii) to the holders of shares stock ranking on a parity upon liquidation, dissolution or winding up with the Series A Preferred Stock, unless simultaneously therewith distributions are made ratably on the Series A Preferred Stock and all other shares of such parity stock in proportion to the total amounts to which the holders of shares of Series A Preferred Stock are entitled under clause (a)(ii)(A) of this sentence and to which the holders of such parity shares are entitled, in each case upon such liquidation, dissolution or winding up. The amount to which holders of Series A Preferred Stock may be entitled upon liquidation, dissolution or winding up of the Corporation pursuant to clause (a)(ii)(B) of the foregoing sentence is hereinafter referred to as the “"Participating Liquidation Amount” " and the multiple of the amount to be distributed to holders of shares of Common Stock upon the liquidation, dissolution or winding up of the Corporation applicable pursuant to said clause to the determination of the Participating Liquidation Amount, as said multiple may be adjusted from time to time as hereinafter provided, is hereinafter referred to as the “"Liquidation Multiple.” ". In the event the Corporation shall at any time after the Effective Date declare or pay any dividend on Common Stock payable in shares of Common Stock, or effect a subdivision or split or a combination, consolidation or reverse split of the outstanding shares of Common Stock into a greater or lesser number of shares of Common Stock, then, in each such case, the Liquidation Multiple thereafter applicable to the determination of the Participating Liquidation Amount to which holders of Series A Preferred Stock shall be entitled after such event shall be the Liquidation Multiple applicable immediately prior to such event multiplied by a fraction the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.