Common use of Liquidation Preference Clause in Contracts

Liquidation Preference. a. In the event of any liquidation, dissolution or winding up of this corporation, either voluntary or involuntary, the holders of Series A Preferred Stock and Series B Preferred Stock shall be entitled to receive, prior and in preference to any distribution of any of the assets of this corporation to the holders of Common Stock by reason of their ownership thereof, an amount per share equal to the sum of (i) $2.00 for each outstanding share of Series A Preferred Stock, (subject to appropriate adjustments for stock splits, stock dividends, combinations or other recapitalizations and hereafter referred to as the "Original Series A Issue Price"), (ii) $4.43 for each outstanding share of Series B Preferred Stock (subject to appropriate adjustments for stock splits, stock dividends, combinations or other recapitalizations and hereafter referred to as the "Original Series B Issue Price"), and (iii) an amount equal to declared but unpaid dividends on such share of Series A Preferred Stock or Series B Preferred Stock, as applicable. If upon the occurrence of such event, the assets and funds thus distributed among the holders of the Series A Preferred Stock and the Series B Preferred Stock shall be insufficient to permit the payment to such holders of the full aforesaid preferential amounts, then, the entire assets and funds of the corporation legally available for distribution shall be distributed ratably among the holders of the Series A Preferred Stock and the Series B Preferred Stock in proportion to the aggregate liquidation preferences of the respective series, and ratably among the holders of that series in proportion to the amount of such stock owned by each such holder.

Liquidation Preference. a. In the event of any liquidation, dissolution or winding up of this corporationthe Corporation, either whether voluntary or involuntary, the holders of Series A Preferred Stock and the Series B Preferred Stock shall be entitled to receive, prior and in preference to any distribution of any of the assets or surplus funds of this corporation the Corporation to the holders of the Common Stock by reason of their ownership thereof, an amount per share equal but after and subject to the sum payment in full of all amounts required to be distributed to the holders of the Corporation's Series A Convertible Exchangeable Preferred Stock (i) $2.00 for each outstanding share of the "Series A Preferred Stock") and any other Senior Securities ranking on liquidation prior and in preference to the Series B Preferred Stock, the amount of $__ per share [THE PURCHASE PRICE PER SHARE FOR THE SERIES B PREFERRED STOCK] (subject to appropriate adjustments as adjusted for stock splits, any stock dividends, combinations or other recapitalizations and hereafter referred splits with respect to as the such shares) ("Original Series A Issue PriceB Liquidation Preference"), (ii) $4.43 for each outstanding share of Series B Preferred Stock (subject to appropriate adjustments for stock splits, stock dividends, combinations or other recapitalizations and hereafter referred to as the "Original Series B Issue Price"), and (iii) an amount equal to declared but unpaid dividends on such share of Series A Preferred Stock or Series B Preferred Stock, as applicablerespectively. If upon the occurrence of such event, the assets and funds thus distributed among the holders of the Series A Preferred Stock and the Series B Preferred Stock shall be insufficient to permit the payment to such holders of the full aforesaid preferential amountsSeries B Liquidation Preference, then, then the entire assets and funds of the corporation Corporation legally available for distribution to the holders of Series B Preferred Stock shall be distributed ratably among the holders of the Series A Preferred Stock and the Series B Preferred Stock in proportion to the aggregate liquidation preferences of the respective series, and ratably among the holders of that series in proportion to the amount of such stock owned by Series B Liquidation Preference each such holderholder is otherwise entitled to receive.

Liquidation Preference. a. (a) In the event of any liquidation, dissolution dissolution, Deemed Liquidation (as hereinafter defined) or winding up of this corporationthe Corporation, either whether voluntary or involuntaryinvoluntary (a “Liquidation Event”), the holders of the Series A Preferred Stock and Series B Preferred Stock Stock, shall be entitled to receive, prior and in preference to any distribution of any of the assets assets, capital or surplus funds of this corporation the Corporation to the holders of the Company's Common Stock by reason of their ownership thereofStock, an amount per share equal to the sum of (i) $2.00 for each outstanding share of Series A Preferred Stock, (subject to appropriate adjustments for stock splits, stock dividends, combinations or other recapitalizations and hereafter referred to as the "Original Series A Issue Price"), (ii) $4.43 for each outstanding share of Series B Preferred Stock (subject to appropriate adjustments for stock splits, stock dividends, combinations or other recapitalizations and hereafter referred to as the "Original Series B Issue Price"), and (iii) an amount equal to declared but unpaid dividends on such 1.507 per share of Series A Preferred Stock (as adjusted for any stock dividends, combinations, splits or the like with respect to such share) (the “Series B Preferred Stock, as applicable. A Liquidation Preference”) If upon the occurrence of such eventa Liquidation Event, (i) the assets assets, capital and funds thus distributed among the holders of the Series A Preferred Stock and the Series B Preferred Stock shall be insufficient to permit the payment to such holders of the full aforesaid preferential amountsSeries A Liquidation Preference, then, then the entire assets and funds of the corporation Corporation legally available for distribution shall be distributed ratably among the holders of the Series A Preferred Stock and the Series B Preferred Stock in proportion to the aggregate liquidation preferences of the respective series, and ratably among Series A Liquidation Preference each such holder is otherwise entitled to receive or (ii) after payment to the holders of that series in proportion the Series A Preferred Stock their full Series A Liquidation Preference there shall remain assets, capital or funds of the Corporation legally available for distribution to the amount holders of the Corporation’s Common Stock, then unless the assets of the Corporation are not being liquidated in connection with such Liquidation Event, the holders of the Series A Preferred Stock shall be entitled to receive a distribution of such stock owned by each remaining assets, capital or funds ratably with the holders of the Common Stock as if such holderSeries A Preferred Stock had been converted into Common Stock.

Liquidation Preference. a. (i) In the event of any liquidation, dissolution or winding up of this corporationthe Company, either whether voluntary or involuntary, each holder of the holders of Series A Preferred Stock and Series B Preferred Stock Shares shall be entitled to receive, prior and in preference to any distribution of any of the assets or funds of this corporation the Company to the holders of Common Stock any other class of shares of the Company ranked junior to the Series A Preferred Shares (including the Ordinary Shares) by reason of their such holder’s ownership thereof, an amount per share equal to the greater of: (A) the sum of (ix) $2.00 for each outstanding share of the Series A Preferred StockShares Purchase Price (as adjusted for any share dividends, (subject to appropriate adjustments for stock combinations, splits, stock dividendsrecapitalizations or the like on, combinations of or other recapitalizations and hereafter referred to as affecting the "Original Series A Issue Price"Preferred Shares), (ii) $4.43 for each outstanding share of Series B A Preferred Stock (subject to appropriate adjustments for stock splits, stock dividends, combinations or other recapitalizations and hereafter referred to as the "Original Series B Issue Price"), Share then held by such holder and (iiiy) an amount equal to any and all declared but unpaid dividends on each such share of Series A Preferred Stock Shares and (B) such amount per Series A Preferred Share as would have been payable had all Series A Preferred Shares been converted into Ordinary Shares immediately prior to such liquidation, dissolution or Series B Preferred Stockwinding up (such amount payable, as applicablethe “Liquidation Preference”). If If, upon the occurrence of such event, the assets and funds thus distributed among the holders of the Series A Preferred Stock and the Series B Preferred Stock Shares shall be insufficient to permit the payment to such holders of the full aforesaid preferential amountsLiquidation Preference, then, then the entire assets and funds of the corporation Company legally available for distribution shall be distributed ratably pro rata among the holders of the Series A Preferred Stock and the Series B Preferred Stock Shares in proportion to the aggregate liquidation preferences Liquidation Preference each such holder is otherwise entitled to receive. If any holder of the respective seriesSeries A Preferred Shares shall be deemed to have converted Series A Preferred Shares into Ordinary Shares pursuant to this paragraph, and ratably among the then such holder shall not be entitled to receive any distribution that would otherwise be made to holders of Series A Preferred Shares that series in proportion have not converted (or have not been deemed to the amount of such stock owned by each such holderhave converted) into Ordinary Shares.

Liquidation Preference. a. In the event of (a) Upon any liquidation, dissolution or winding up of this corporationthe Company, either whether voluntary or involuntary, but before any distribution or payment shall be made to the holders of any Common Stock, and in equal preference to the holders of the Series A Preferred and the Series B Preferred, the holders of Series A Preferred Stock and Series B C Preferred Stock shall be entitled to receive, prior and in preference to any distribution of any be paid out of the remaining assets of this corporation the Company legally available for distribution with respect to the holders each share of Common Series C Preferred Stock by reason of their ownership thereof, an amount per share equal to the sum of (i) $2.00 16.00 per share, as adjusted for each outstanding share of Series A Preferred Stock, (subject to appropriate adjustments for stock splits, any stock dividends, combinations or other recapitalizations and hereafter referred splits with respect to as such shares (the "Original Series A Issue PriceORIGINAL SERIES C ISSUE PRICE"), ) plus (ii) $4.43 for each outstanding share of Series B Preferred Stock (subject to appropriate adjustments for stock splits, stock dividends, combinations or other recapitalizations and hereafter referred to as the "Original Series B Issue Price"), and (iii) an amount equal to any declared but unpaid dividends on thereon (such share of Series A Preferred Stock or Series B Preferred Stocksum, as applicablethe "SERIES C LIQUIDATION VALUE"). If upon the occurrence of any such eventliquidation, the assets and funds thus distributed among the holders dissolution or winding up of the Series A Preferred Stock and Company the Series B Preferred Stock remaining assets of the Company available for distribution to its stockholders shall be insufficient to permit the payment to such holders of the full aforesaid preferential amounts, then, the entire assets and funds of the corporation legally available for distribution shall be distributed ratably among pay the holders of shares of Series A Preferred, Series B Preferred and Series C Preferred Stock the full liquidation amount to which each is entitled under the Series A Preferred Stock and B Designations and this Certificate, as the case may be, then the holders of shares of Series A Preferred, Series B Preferred and Series C Preferred Stock shall share ratably in any distribution of the remaining assets of the Company in proportion to the aggregate liquidation preferences respective amounts which would otherwise be payable in respect of the respective series, and ratably among the holders of that series in proportion to the amount shares of such stock owned Preferred Stock held by each them upon such holderdistribution if all amounts payable on or with respect to such shares were paid in full.

Liquidation Preference. a. (a) In the event of any voluntary or involuntary liquidation, dissolution dissolution, or winding up of this corporation, either voluntary or involuntarythe Company, the holders of Series A Preferred Stock and Series B Preferred Stock Holders then outstanding shall be entitled to receivebe 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 B Preferred Stock, but before any distribution of any of the assets of this corporation payment shall be made to the holders of Common Stock by reason of their ownership thereofor any other Junior Shares, an amount per share equal to the sum of (i) $2.00 for each outstanding US$0.16 per share of Series A B Preferred Stock, on a converted basis (subject i.e., an amount equal to appropriate adjustments for stock splits, stock dividends, combinations or other recapitalizations and hereafter referred to as the "Original Series A Issue Price"), (ii) $4.43 for US$0.16 per share per each outstanding share of Series Common Stock issuable upon conversion of the share of series B Preferred Stock (subject to appropriate adjustments for adjustment in the event of any stock splitsdividend, stock dividendssplit, combinations combination or other recapitalizations and hereafter referred to as the "Original Series B Issue Price"similar recapitalization affecting such shares), and (iii) an amount equal to declared but unpaid dividends on such share of Series A Preferred Stock or Series B Preferred Stock, as applicable. If upon any such liquidation, dissolution, or winding up of the occurrence Company the remaining assets of such eventthe Company available for distribution to its shareholders shall be insufficient to pay the Holders the full amount to which they shall be entitled, the assets Holders and funds thus distributed among the holders any other class or series of the Series A Preferred Stock and stock ranking on liquidation on a parity with the Series B Preferred Stock shall be insufficient to permit the payment to such holders share ratably in any distribution of the full aforesaid preferential amounts, then, the entire remaining assets and funds of the corporation legally available for distribution shall be distributed ratably among the holders of the Series A Preferred Stock and the Series B Preferred Stock Company in proportion to the aggregate liquidation preferences respective amounts which would otherwise be payable in respect of the respective shares held by them upon such distribution if all amounts payable on or with respect to such shares were paid in full. The Common Stock shall constitute Junior Shares hereunder and may not be converted into shares of any other class or series, and ratably among the holders of that series in proportion to the amount of such stock owned by each such holder.

Liquidation Preference. a. (i) In the event of any liquidation, dissolution or winding up of this corporation, either voluntary or involuntary, the holders of Series A Preferred Stock and Series B Preferred Stock shall be entitled to receive, prior and in preference to any distribution of any of the assets of this corporation to the holders of Series A Preferred Stock and Common Stock by reason of their ownership thereof, an amount per share equal to the sum of (i) $2.00 for each outstanding share two U.S dollars and seventy five point seven cents (U$2.75656) (as may be adjusted in accordance with Section 1.3 of the Series A B Preferred Stock, (subject to appropriate adjustments for stock splits, stock dividends, combinations or other recapitalizations and hereafter referred to as the "Original Series A Issue Price"), (iiStock Purchase Agreement) $4.43 for each outstanding share of Series B Preferred Stock (subject to appropriate adjustments for stock splits, stock dividends, combinations or other recapitalizations and hereafter referred to as the "“Original Series B Issue Price")”) plus annual interest at the rate of 90 days LIBOR plus 1.0%, and for the period that has passed since the date of the first issuance of any Series B Preferred Stock, plus (iiiii) an amount equal to all declared but unpaid dividends on such share (subject to adjustment of Series A Preferred Stock such fixed dollar amounts for any stock splits, stock dividends, combinations, recapitalizations or Series the like)(collectively, the “B Preferred Stock, as applicablePreference Amount”). If upon the occurrence of such event, the assets and funds thus distributed among the holders of the Series A Preferred Stock and the Series B Preferred Stock shall be insufficient to permit the payment to such holders of the full aforesaid preferential amountsB Preference Amount, then, then the entire assets and funds of the this corporation legally available for distribution shall be distributed ratably among the holders of the Series A Preferred Stock and the Series B Preferred Stock in proportion to the aggregate liquidation preferences of the respective series, and ratably among the holders of that series in proportion to the amount of such stock owned by each such holder.

Liquidation Preference. a. (a) In the event of any liquidation, dissolution or winding up of this corporationthe affairs of the Company, either whether voluntary or involuntaryotherwise, after payment or provision for payment of the debts and other liabilities of the Company, the holders of Series A A-1 Increasing Rate Preferred Stock and Series B Preferred Stock Shares shall be entitled to receive, prior in cash, out of the remaining assets of the Company legally available therefor, the amount of One Thousand Dollars ($1,000.00) for each Series A-1 Increasing Rate Preferred Share, plus an amount equal to all distributions accrued and in preference unpaid on each such share up to the date of such distribution of assets, before any distribution of any of the assets of this corporation shall be made to the holders of Common Stock by reason Shares or any other shares of their ownership thereof, an amount per share equal beneficial interest of the Company ranking (as to any such distribution of assets) junior to the sum of (i) $2.00 for each outstanding share of Series A A-1 Increasing Rate Preferred Stock, (subject to appropriate adjustments for stock splits, stock dividends, combinations or other recapitalizations and hereafter referred to as the "Original Series A Issue Price"), (ii) $4.43 for each outstanding share of Series B Preferred Stock (subject to appropriate adjustments for stock splits, stock dividends, combinations or other recapitalizations and hereafter referred to as the "Original Series B Issue Price"), and (iii) an amount equal to declared but unpaid dividends on such share of Series A Preferred Stock or Series B Preferred Stock, as applicableShares. If upon any liquidation, dissolution or winding up of the occurrence of such eventCompany, the assets and funds thus distributed distributable among the holders of Series A-1 Increasing Rate Preferred Shares and all other classes and series of preferred shares ranking (as to any such distribution of assets) on a parity with the Series A A-1 Increasing Rate Preferred Stock and the Series B Preferred Stock shall be Shares are insufficient to permit the payment in full to such the holders of the full aforesaid all such shares of all preferential amountsamounts payable to all such holders, then, then the entire assets and funds of the corporation legally available for distribution Company thus distributable shall be distributed ratably among the holders of Series A-1 Increasing Rate Preferred Shares and such other classes and series of preferred shares ranking (as to any such distribution of assets) on a parity with the Series A A-1 Increasing Rate Preferred Stock and the Series B Preferred Stock Shares in proportion to the aggregate liquidation preferences of the respective series, and ratably among the holders of amounts that series would be payable per share if such assets were sufficient to permit payment in proportion to the amount of such stock owned by each such holderfull.

Liquidation Preference. a. (a) In the event of any liquidation, dissolution or winding up of this corporationthe affairs of the Trust, either whether voluntary or involuntaryotherwise, after payment or provision for payment of the debts and other liabilities of the Trust, the holders of Series A D Convertible Preferred Stock and Series B Preferred Stock Shares shall be entitled to receive, prior in cash, out of the remaining assets of the Trust legally available therefor, the amount of Twenty-five Dollars ($25.00) for each Series D Convertible Preferred Share, plus an amount equal to all distributions accrued and in preference unpaid on each such share up to the date of such distribution of assets, before any distribution of any of the assets of this corporation shall be made to the holders of Common Stock by reason Shares or any other shares of their ownership thereof, an amount per share equal beneficial interest of the Trust ranking (as to any such distribution of assets) junior to the sum of (i) $2.00 for each outstanding share of Series A D Convertible Preferred Stock, (subject to appropriate adjustments for stock splits, stock dividends, combinations or other recapitalizations and hereafter referred to as the "Original Series A Issue Price"), (ii) $4.43 for each outstanding share of Series B Preferred Stock (subject to appropriate adjustments for stock splits, stock dividends, combinations or other recapitalizations and hereafter referred to as the "Original Series B Issue Price"), and (iii) an amount equal to declared but unpaid dividends on such share of Series A Preferred Stock or Series B Preferred Stock, as applicableShares. If upon any liquidation, dissolution or winding up of the occurrence of such eventTrust, the assets and funds thus distributed distributable among the holders of Series D Convertible Preferred Shares and all other classes and series of preferred shares ranking (as to any such distribution of assets) on a parity with the Series A D Convertible Preferred Stock and the Series B Preferred Stock shall be Shares are insufficient to permit the payment in full to such the holders of the full aforesaid all such shares of all preferential amountsamounts payable to all such holders, then, then the entire assets and funds of the corporation legally available for distribution Trust thus distributable shall be distributed ratably among the holders of Series D Convertible Preferred Shares and such other classes and series of preferred shares ranking (as to any such distribution of assets) on a parity with the Series A D Convertible Preferred Stock and the Series B Preferred Stock Shares in proportion to the aggregate liquidation preferences of the respective series, and ratably among the holders of amounts that series would be payable per share if such assets were sufficient to permit payment in proportion to the amount of such stock owned by each such holderfull.

Liquidation Preference. a. (a) In the event of any liquidation, dissolution or winding up of this corporationthe Corporation, either voluntary or involuntaryinvoluntary (in any event, a “Liquidation”), the holders of Series A Preferred Stock and Series B F Preferred Stock shall be entitled to receivereceive by reason of their ownership thereof, prior and in preference to any distribution of any of the assets of this corporation the Corporation to the holders of Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock, Series E Preferred Stock or Common Stock by reason of their ownership thereofStock, an amount per outstanding share of Series F Preferred Stock equal to the sum of (i1) $2.00 14.43, as adjusted for each outstanding share of Series A Preferred Stock, (subject to appropriate adjustments for stock splits, any stock dividends, combinations combinations, splits or other recapitalizations and hereafter referred similar events affecting or with respect to as the "Original Series A Issue Price"), (ii) $4.43 for each outstanding share of Series B F Preferred Stock (subject to appropriate adjustments for stock splits, stock dividends, combinations or other recapitalizations and hereafter referred to as the "Original “Series B Issue F Purchase Price"”), and (iii2) an amount equal to declared all accrued but unpaid dividends on each such share (the sum of clauses (1) and (2) being hereinafter referred to as the “Series A Preferred Stock or Series B Preferred StockF Liquidation Preference”). If, as applicable. If upon the occurrence of such eventa Liquidation, the assets and funds thus distributed otherwise available for distribution among the holders of the Series A Preferred Stock and the Series B F Preferred Stock shall be insufficient to permit the payment to such holders of the full aforesaid preferential amountsSeries F Liquidation Preference, then, then the entire assets and funds of the corporation Corporation legally available for distribution to the holders of Series F Preferred Stock upon a Liquidation shall be distributed ratably ratably, on a per share basis, among the holders of the Series A F Preferred Stock and the Series B Preferred Stock in proportion to the aggregate liquidation preferences of the respective series, and ratably among the holders of that series in proportion to the amount of such stock owned by each such holder. For the sake of clarity, upon a Liquidation, the holders of the Series F Preferred Stock shall be entitled to the greater of the amount they would receive pursuant to (X) this subsection 2(a) and subsection 2(i) or (Y) subsection 2(j).

Liquidation Preference. a. In the event of any a liquidation, dissolution or ---------------------- winding up of this corporationthe Company, either whether voluntary or involuntary, the holders of Series A Preferred Stock and Series B the Preferred Stock shall be entitled to receive, prior and in preference to any distribution of any receive out of the assets of this corporation the Company, whether such assets are stated capital or surplus of any nature, an amount equal to the Allocation Amount for each Share of Preferred Stock then outstanding before any payment shall be made or any assets distributed to the holders of Common Stock by reason of their ownership thereof, an amount per share equal to the sum of (i) $2.00 for each outstanding share of Series A Preferred Stock, (subject and thereafter such holders shall not be entitled to appropriate adjustments for stock splitsreceive any further amount. In the event that upon any such liquidation, stock dividendsdissolution or winding up, combinations whether voluntary or other recapitalizations and hereafter referred to as the "Original Series A Issue Price"), (ii) $4.43 for each outstanding share of Series B Preferred Stock (subject to appropriate adjustments for stock splits, stock dividends, combinations or other recapitalizations and hereafter referred to as the "Original Series B Issue Price"), and (iii) an amount equal to declared but unpaid dividends on such share of Series A Preferred Stock or Series B Preferred Stock, as applicable. If upon the occurrence of such eventinvoluntary, the assets and funds thus distributed available for distribution among the holders of the Series A Preferred Stock and any other class or series of preferred stock of the Series B Company which may hereafter be created having parity with the Preferred Stock in liquidation preference shall be insufficient to permit the payment to such holders of the full aforesaid preferential amountsamounts attributable to the Preferred Stock and such other class or series of preferred stock, then, then the entire assets and funds of the corporation legally Company available for distribution remaining after distribution to the holders of any other class or series of preferred stock of the Company which may hereafter be created having priority over the Preferred Stock in liquidation preference shall be distributed ratably among the holders of the Series A Preferred Stock and any other class or series of preferred stock of the Series B Company which may hereafter be created having parity with the Preferred Stock in proportion to the aggregate liquidation preferences of the respective series, and ratably among the holders of that series in proportion preferential amounts to the amount of such stock owned by which each such holderis entitled.

Liquidation Preference. a. (a) In the event of any liquidation, dissolution dissolution, or winding up of this corporationthe Corporation, either whether voluntary or involuntaryinvoluntary (a “Liquidation Event”), the holders of the Series A C Preferred Stock and Series B Preferred Stock Stock, shall be entitled to receive, prior and in preference to any distribution of any of the assets assets, capital or surplus funds of this corporation the Corporation to the holders of the Company's Common Stock by reason or any other holder of their ownership thereofa class or series of Company capital stock or other securities of the Company, an amount per share equal to 100% (in the sum event of a Deemed Liquidation (ias hereinafter defined), the percentage shall be 130%) of $2.00 for each outstanding 2,500.00 per share of Series A C Preferred Stock, Stock and all accrued and unpaid dividends thereon (subject to appropriate adjustments as adjusted for stock splits, any stock dividends, combinations combinations, splits or other recapitalizations and hereafter referred the like with respect to as such share) (the "Original “Series A Issue Price"C Liquidation Preference”), (ii) $4.43 for each outstanding share of Series B Preferred Stock (subject to appropriate adjustments for stock splits, stock dividends, combinations or other recapitalizations and hereafter referred to as the "Original Series B Issue Price"), and (iii) an amount equal to declared but unpaid dividends on such share of Series A Preferred Stock or Series B Preferred Stock, as applicable. If upon the occurrence of such eventa Liquidation Event, (i) the assets assets, capital and funds thus distributed among the holders of the Series A Preferred Stock and the Series B C Preferred Stock shall be insufficient to permit the payment to such holders of the full aforesaid preferential amountsSeries C Liquidation Preference, then, then the entire assets and funds of the corporation Corporation legally available for distribution shall be distributed ratably among the holders of the Series A Preferred Stock and the Series B C Preferred Stock in proportion to the aggregate liquidation preferences of the respective series, and ratably among Series C Liquidation Preference each such holder is otherwise entitled to receive or (ii) after payment to the holders of that series in proportion the Series C Preferred Stock their full Series C Liquidation Preference there shall remain assets, capital or funds of the Corporation legally available for distribution to the amount holders of the Corporation’s Common Stock, then unless the assets of the Corporation are not being liquidated in connection with such Liquidation Event, the holders of the Series C Preferred Stock shall be entitled to receive a distribution of such stock owned by each remaining assets, capital or funds ratably with the holders of the Common Stock as if such holderSeries C Preferred Stock had been converted into Common Stock.

Liquidation Preference. a. (a) In the event of any liquidation, dissolution dissolution, Deemed Liquidation (as hereinafter defined) or winding up of this corporationthe Corporation, either whether voluntary or involuntaryinvoluntary (a “Liquidation Event”), the holders of Series A Preferred Stock and the Series B Preferred Stock Stock, shall be entitled to receive, prior and in preference to any distribution of any of the assets assets, capital or surplus funds of this corporation the Corporation to the holders of the Company's Common Stock by reason of their ownership thereofStock, an amount per share equal to the sum of $2.27741 per share Preferred Stock (i) $2.00 as adjusted for each outstanding share of Series A Preferred Stock, (subject to appropriate adjustments for stock splits, any stock dividends, combinations combinations, splits or other recapitalizations and hereafter referred the like with respect to as such share) (the "Original Series A Issue Price"), (ii) $4.43 for each outstanding share of “Series B Preferred Stock (subject to appropriate adjustments for stock splits, stock dividends, combinations or other recapitalizations and hereafter referred to as the "Original Series B Issue Price"), and (iiiLiquidation Preference”) an amount equal to declared but unpaid dividends on such share of Series A Preferred Stock or Series B Preferred Stock, as applicable. If upon the occurrence of such eventa Liquidation Event, (i) the assets assets, capital and funds thus distributed among the holders of the Series A Preferred Stock and the Series B Preferred Stock shall be insufficient to permit the payment to such holders of the full aforesaid preferential amountsSeries B Liquidation Preference, then, then the entire assets and funds of the corporation Corporation legally available for distribution shall be distributed ratably among the holders of the Series A Preferred Stock and the Series B Preferred Stock in proportion to the aggregate liquidation preferences of the respective series, and ratably among Series B Liquidation Preference each such holder is otherwise entitled to receive or (ii) after payment to the holders of that series in proportion the Series B Preferred Stock their full Series B Liquidation Preference there shall remain assets, capital or funds of the Corporation legally available for distribution to the amount holders of the Corporation’s Common Stock, then unless the assets of the Corporation are not being liquidated in connection with such Liquidation Event, the holders of the Series B Preferred Stock shall be entitled to receive a distribution of such stock owned by each remaining assets, capital or funds ratably with the holders of the Common Stock as if such holderSeries B Preferred Stock had been converted into Common Stock.

Liquidation Preference. a. (a) In the event of any liquidation, dissolution or winding up of this corporation, either voluntary or involuntary, subject to (i) the rights of the Series B Preferred Stock and any other series of Preferred Stock that may from time to time come into existence, other than the Series A Preferred Stock, and (ii) any loan covenant or other provision for the benefit of the holders of Senior Debt contained in any document or agreement evidencing Senior Debt, the holders of Series A Preferred Stock and Series B C Preferred Stock shall be entitled to receive, prior and in preference to any distribution of any of the assets of this corporation to the holders of Common Stock by reason of their ownership thereofStock, an amount per share equal to the sum of (i) $2.00 for each outstanding share of Series A Preferred Stock, (subject to appropriate adjustments for stock splits, stock dividends, combinations or other recapitalizations and hereafter referred to C Redemption Price as the "Original Series A Issue Price"defined in Section 2.5(a), (ii) $4.43 for each outstanding share of Series B Preferred Stock (subject to appropriate adjustments for stock splits, stock dividends, combinations or other recapitalizations and hereafter referred to as the "Original Series B Issue Price"), and (iii) an amount equal to declared but unpaid dividends on such share of Series A Preferred Stock or Series B Preferred Stock, as applicable. If upon the occurrence of such eventevent and after payment in full of the liquidation preference of the Series B Preferred Stock and any other series of Preferred Stock that may from time to time come into existence, other than the Series A Preferred Stock, the assets and funds thus distributed among the holders of the Series A Preferred Stock and the Series B C Preferred Stock shall be insufficient to permit the payment to such holders of the full aforesaid preferential amounts, then, the entire assets and funds of the this corporation legally available for distribution after payment in full of the liquidation preference of the Series B Preferred Stock and any other series of Preferred Stock that may from time to time come into existence, other than the Series A Preferred Stock, shall be distributed ratably among the holders of the Series A C Preferred Stock and the Series B Preferred Stock in proportion to the aggregate liquidation preferences of the respective series, and ratably among the holders of that series in proportion to the amount of such stock owned by each such holderholders.

Liquidation Preference. a. In the event of any liquidation, dissolution or winding up of this corporation, either voluntary or involuntary, the holders of Series A Preferred Stock and ---------------------- the Series B Preferred Stock Shares then outstanding shall be entitled to receivereceive out of the assets of the Company, prior and in preference to any distribution of any of the assets or surplus funds of this corporation the Company to the holders of the Common Stock by reason or any other class of their ownership thereofshares of preferred stock of the Company ranking junior to the Series B Shares with respect to payments upon Liquidation (such preferred stock hereinafter called "Junior Liquidation Stock"), and junior to any such distribution to the holders of any class of shares of the Company ranking senior to the Series B Shares in such respect, an amount equal to $1.00 per share plus any accrued and unpaid dividends thereon for each Series B Share (the "preferred amount"). Following any distribution of assets or surplus funds of the Company to the holders of any outstanding series of Junior Liquidation Stock, the remainder of any such assets or, surplus funds shall be distributed to the holders of the Common Stock until each holder shall have received an amount per share equal to the sum preferred amount. Thereafter, any remaining assets or funds shall be distributed pro rata to the holders of (i) $2.00 for each outstanding share the Common Stock and the holders of Series A Preferred Stock, (subject to appropriate adjustments for stock splits, stock dividends, combinations or other recapitalizations and hereafter referred to as the "Original Series A Issue Price"), (ii) $4.43 for each outstanding share of Series B Preferred Stock (subject to appropriate adjustments for stock splits, stock dividends, combinations or other recapitalizations and hereafter referred to as the "Original Series B Issue Price"), and (iii) an amount equal to declared but unpaid dividends on such share of Series A Preferred Stock or Series B Preferred Stock, as applicablecounting Series B Shares on an as-if-converted basis. If upon the occurrence of such eventany Liquidation, the assets and funds thus distributed among of the Company available for the distribution to its shareholders shall be insufficient to pay the holders of the Series A Preferred Stock and B Shares the Series B Preferred Stock full preferred amount to which they shall be insufficient to permit the payment to such holders of the full aforesaid preferential amountsentitled, then, the entire assets and funds of the corporation legally available for distribution shall be distributed ratably among the holders of the Series A Preferred Stock B Shares shall share ratably in any distribution of such assets and the Series B Preferred Stock surplus funds in proportion to the aggregate liquidation preferences of the respective series, and ratably among the holders of that series in proportion to the amount of such stock owned Series B Shares held by each such holderthem.

Liquidation Preference. a. (a) In the event of any liquidation, dissolution or winding up of this corporationthe Corporation, either voluntary or involuntaryinvoluntary (in any event, a "LIQUIDATION"), the holders of Series A Preferred Stock and Series B Preferred Stock shall be entitled to receivereceive by reason of their ownership thereof, prior and in preference to any distribution of any of the assets of this corporation the Corporation to the holders of Common Stock by reason of their ownership thereofStock, an amount per outstanding share of Series A Preferred Stock equal to the sum of (i) $2.00 for each outstanding share of Series A Preferred Stock, 1.2749 (subject to appropriate adjustments for stock splits, stock dividends, combinations or other recapitalizations and hereafter such amount being hereinafter referred to as the "Original Series ORIGINAL SERIES A Issue PricePURCHASE PRICE"), as adjusted for any stock dividends, combinations, splits or similar events affecting or with respect to the Series A Preferred Stock after the Original Issue Date (as defined in SECTION 3(F)(I)(2) below), and (ii) $4.43 for an amount equal to the sum of all declared but unpaid dividends on each outstanding such share (the sum of Series B Preferred Stock clauses (subject to appropriate adjustments for stock splits, stock dividends, combinations or other recapitalizations i) and hereafter (ii) being hereinafter referred to as the "Original Series B Issue PriceSERIES A LIQUIDATION PREFERENCE"). If, and (iii) an amount equal to declared but unpaid dividends on such share of Series A Preferred Stock or Series B Preferred Stock, as applicable. If upon the occurrence of such eventa Liquidation, the assets and funds thus distributed among the holders of the Series A Preferred Stock and the Series B Preferred Stock shall be insufficient to permit the payment to such holders of the full aforesaid preferential amountsSeries A Liquidation Preference, then, then the entire assets and funds of the corporation Corporation legally available for distribution shall be distributed ratably ratably, on a per share basis, among the holders of the Series A Preferred Stock and the Series B Preferred Stock in proportion to the aggregate liquidation preferences of the respective series, and ratably among the holders of that series in proportion to the amount of such stock owned by each such holderStock.

Liquidation Preference. a. (a) In the event of an actual or deemed liquidation, or dissolution or winding up of the Corporation, whether voluntary or involuntary, before any payment or distribution of the assets of the Corporation (whether capital or surplus) shall be made to or set apart for the holders of Junior Securities, the holders of the shares of Series A Preferred Stock shall be entitled to receive with respect to each share of Series A Preferred Stock an amount in cash equal to the greater of (i) the Liquidation Preference, plus any declared and unpaid dividends and (ii) the amount the holders of the shares of Series A Preferred Stock would have received had they converted their shares of Series A Preferred Stock into Common Stock immediately prior to such event. If, upon any liquidation, dissolution or winding up of this corporation, either voluntary or involuntarythe Corporation, the assets of the Corporation, or proceeds thereof, shall be insufficient to pay in full the preferential amount aforesaid and liquidating payments on all Parity Securities, then such assets, or the proceeds thereof, shall be distributed among the holders of shares of Series A Preferred Stock and Series B all such other Parity Securities ratably in accordance with the respective amounts that would be payable on such shares of Preferred Stock shall be entitled to receive, prior and any such other parity securities if all amounts payable thereon were paid in preference to any distribution of any of full. For the assets purposes of this corporation to the holders of Common Stock by reason of their ownership thereofSection 5, an amount per share equal to the sum of (i) $2.00 for each outstanding share a consolidation or merger of Series A Preferred Stockthe Corporation with one or more corporations, (subject to appropriate adjustments for stock splits, stock dividends, combinations or other recapitalizations and hereafter referred to as the "Original Series A Issue Price"), (ii) $4.43 for each outstanding share a sale or transfer of Series B Preferred Stock (subject to appropriate adjustments for stock splits, stock dividends, combinations all or other recapitalizations and hereafter referred to as the "Original Series B Issue Price"), and (iii) an amount equal to declared but unpaid dividends on such share of Series A Preferred Stock or Series B Preferred Stock, as applicable. If upon the occurrence of such event, the assets and funds thus distributed among the holders substantially all of the Series A Preferred Stock and Corporation’s assets, shall, at the Series B Preferred Stock shall holder’s option, be insufficient deemed to permit the payment to such holders be a liquidation, dissolution or winding up, voluntary or involuntary, of the full aforesaid preferential amounts, then, the entire assets and funds of the corporation legally available for distribution shall be distributed ratably among the holders of the Series A Preferred Stock and the Series B Preferred Stock in proportion to the aggregate liquidation preferences of the respective series, and ratably among the holders of that series in proportion to the amount of such stock owned by each such holderCorporation.

Liquidation Preference. a. In the event of Upon any liquidation, dissolution or winding up of this corporationthe Corporation, either whether voluntary or involuntaryinvoluntary (a “Liquidation Event”), the holders each holder of outstanding shares-of Series A Preferred Stock and Series B Redeemable Preferred Stock shall be entitled to receivebe paid in cash, prior and in preference to before any distribution of any of the assets of this corporation amount shall be paid or distributed to the holders of Common Stock by reason or any other class or series of their ownership thereofcapital stock ranking on liquidation junior to the Series A Redeemable Preferred Stock, an amount per share of Series A Redeemable Preferred Stock equal to the sum of (i) One Dollar ($2.00 for each outstanding share 1.00), plus (ii) an amount equal to all accumulated but unpaid dividends on such share, of Series A Redeemable Preferred Stock, Stock (subject such amount to appropriate adjustments be adjusted appropriately for stock splits, stock dividends, combinations or other recapitalizations and hereafter referred the like with respect to as the "Original Series A Issue Price"Redeemable Preferred Stock) (the “Series A Redeemable Liquidation Preference Amount”), (ii) $4.43 . If the amounts available for each outstanding share of Series B Preferred Stock (subject distribution by the Corporation to appropriate adjustments for stock splits, stock dividends, combinations or other recapitalizations and hereafter referred to as the "Original Series B Issue Price"), and (iii) an amount equal to declared but unpaid dividends on such share holders of Series A Redeemable Preferred Stock or upon a Liquidation Event are not sufficient to pay the aggregate Series B Preferred StockA Redeemable Liquidation Preference Amount due to such holders, as applicable. If upon the occurrence of such event, the assets and funds thus distributed among the holders of the Series A Preferred Stock and the Series B Redeemable Preferred Stock shall be insufficient to permit the payment to such holders of the full aforesaid preferential amounts, then, the entire assets and funds of the corporation legally available for share ratably in any distribution shall be distributed ratably among the holders of the Series A Preferred Stock and the Series B Preferred Stock in proportion to the aggregate liquidation preferences of the full respective series, and ratably among the holders of that series in proportion preferential amounts to the amount of such stock owned by each such holderwhich they are entitled.

Liquidation Preference. a. (i) In the event of any liquidation, dissolution or winding up of this corporationthe Corporation (“Liquidation Event”), either voluntary or involuntary, the holders Holders of shares of Series A Preferred Stock and Series B Convertible Preferred Stock shall be entitled to receive, immediately after any distributions to Senior Securities required by the Corporation’s Articles of Incorporation or any Articles of designation, and prior and in preference to any distribution of to Junior Securities but in parity with any of the assets of this corporation distribution to the holders of Common Stock by reason of their ownership thereofParity Securities, an amount per share equal to the sum of (i) $2.00 for each outstanding share of Series A Preferred Stock, (subject to appropriate adjustments for stock splits, stock dividends, combinations or other recapitalizations 10.00 and hereafter referred to as the "Original Series A Issue Price"), (ii) $4.43 for each outstanding share of Series B Preferred Stock (subject to appropriate adjustments for stock splits, stock dividends, combinations or other recapitalizations all accrued and hereafter referred to as the "Original Series B Issue Price"), and (iii) an amount equal to declared but unpaid dividends on such share of Series A Preferred Stock or Series B Preferred Stock, as applicablethereon and no more. If upon the occurrence of such event, and after payment in full of the preferential amounts with respect to the Senior Securities, the assets and funds thus available to be distributed among the holders Holders of the Series A Convertible Preferred Stock and the Series B Preferred Stock Parity Securities shall be insufficient to permit the payment to such holders Holders of the full aforesaid preferential amountsamounts due to the Holders of the Series A Convertible Preferred Stock and the Parity Securities, thenrespectively, then the entire assets and funds of the corporation Corporation legally available for distribution shall be distributed ratably among the holders Holders of the Series A Convertible Preferred Stock and the Series B Preferred Stock in proportion to the aggregate liquidation preferences of Parity Securities, pro rata, based on the respective series, and ratably among liquidation amounts to which the holders Holders of that series in proportion to the amount of such stock owned by each such holderseries are entitled by the Corporation's Articles of Incorporation and any certificate(s) of designation relating thereto.

Liquidation Preference. a. In the event of any liquidation, dissolution or winding up of this corporationthe Offeror, either whether voluntary or involuntary, the holders holder of Series A Preferred Stock and Series B each outstanding share of the Preferred Stock shall be entitled to receive, prior and in preference to any distribution of any out of the assets of this corporation the Offeror legally available for distribution to its shareholders upon such liquidation ("Proceeds"), whether such assets are capital or surplus of any nature, for each share of Preferred Stock an amount equal to Original Issue Price (as adjusted for any combinations, consolidations, stock distributions or stock dividends with respect to such shares), plus any accrued but unpaid distributions of the annual net profits of Subsidiary as provided in Section 3 above, before any distribution or payment may be made to the holders of any Common Stock by reason of their ownership thereofStock. If, an amount per share equal to the sum of (i) $2.00 for each outstanding share of Series A Preferred Stock, (subject to appropriate adjustments for stock splits, stock dividends, combinations or other recapitalizations and hereafter referred to as the "Original Series A Issue Price"), (ii) $4.43 for each outstanding share of Series B Preferred Stock (subject to appropriate adjustments for stock splits, stock dividends, combinations or other recapitalizations and hereafter referred to as the "Original Series B Issue Price"), and (iii) an amount equal to declared but unpaid dividends on such share of Series A Preferred Stock or Series B Preferred Stock, as applicable. If upon the occurrence of such event, the assets and funds Proceeds thus distributed among the holders of the Series A Preferred Stock and the Series B Preferred Stock shall be insufficient to permit the payment to such holders of the full aforesaid preferential amounts, then, then the entire assets and funds of the corporation Proceeds legally available for distribution to the holders of the Preferred Stock shall be distributed ratably among the holders of the Series A Preferred Stock and the Series B Preferred Stock in proportion to the aggregate liquidation preferences full preferential amount that each such holder is otherwise entitled to receive under this Section. Upon the completion of the respective seriesdistribution required by the foregoing and all other preferred distributions to other series of the Offeror's preferred stock, and the remaining Proceeds available for distribution to shareholders shall be distributed ratably among the holders of that all series in proportion to of the amount of such Offeror's preferred stock owned by each such holderand Common Stock.

Liquidation Preference. a. (a) In the event of any liquidationa dissolution, dissolution liquidation or winding up of this corporation, either the Corporation (whether voluntary or involuntary), but before any distribution to the holders of Common Stock or any other class or series of the Corporation's then outstanding capital stock ranking in any such event junior to the Series B Preferred Stock, the holders of Series A Preferred Stock and the Series B Preferred Stock then outstanding shall be entitled to receive, prior and in preference to any distribution of any of the assets of this corporation to pari passu with the holders of Common Stock by reason of their ownership thereof, an amount per share equal to the sum of (i) $2.00 for each outstanding share of Series A Preferred Stock, (subject and the Corporation shall pay, the following amounts out of assets of the Corporation legally available for distribution to appropriate adjustments for stock splitsthe stockholders, stock dividendswhether such assets are capital, combinations surplus or other recapitalizations and hereafter referred to as earnings: The holders of the "Original Series A Issue Price"), (ii) $4.43 for each outstanding share of Series B Preferred Stock shall receive an amount per Share equal to the Liquidation value (subject plus all accrued and unpaid dividends thereon, it being understood that such amount shall be calculated by including dividends accruing to appropriate adjustments for stock splitsthe actual date of such dissolution, stock dividendsliquidation or winding up, combinations or other recapitalizations and hereafter referred to as the "Original Series B Issue Price"case may be, rather than the most recent Dividend Reference Date); provided however, and (iii) an amount equal to declared but unpaid dividends on such share of Series A Preferred Stock or Series B Preferred Stock, as applicable. If upon the occurrence of such event, that if the assets and funds thus to be distributed among to the holders of the Series A Preferred Stock and the Series B Preferred Stock shall be insufficient to permit the payment to such holders of the full aforesaid preferential amountsLiquidation Value (plus all such accrued and unpaid dividends thereon), then, the entire assets and funds then all of the corporation legally available for distribution shall assets of the Corporation to be distributed ratably among to the holders of the Series A Preferred Stock and the Series B Preferred Stock in proportion shall be distributed ratably to the aggregate liquidation preferences of the respective series, and ratably among the holders of that series in proportion to the amount of such stock owned by each such holderSeries A Preferred Stock and the Series B Preferred Stock.

Liquidation Preference. a. In the event of any liquidation, dissolution or winding up of this corporationthe Corporation, either voluntary or involuntaryinvoluntary (each a “Liquidation Event”), the holders of Series A Preferred Stock and Series B C Preferred Stock shall be entitled to receive, receive prior and in preference to any distribution of any of the assets of this corporation to the holders of the Corporation’s Junior Securities, and pro rata with the holders of the Corporation’s Common Stock by reason and Series B Preferred Stock, but not prior to any holders of their ownership thereofthe Corporation’s Senior Securities, which holders of the Senior Securities shall have priority to the Distribution of any assets of the Corporation, an amount per share for each share of Series C Preferred Stock held by them equal to the sum of (i) $2.00 for each outstanding share of Series A Preferred Stock, (subject to appropriate adjustments for stock splits, stock dividends, combinations or other recapitalizations and hereafter referred to as the "Original Series A Issue Price"), (ii) $4.43 for each outstanding share of Series B Preferred Stock (subject to appropriate adjustments for stock splits, stock dividends, combinations or other recapitalizations and hereafter referred to as the "Original Series B Issue Price"), and (iii) an amount equal to declared but unpaid dividends on such share of Series A Preferred Stock or Series B Preferred Stock, as applicableLiquidation Preference. If upon the occurrence liquidation, dissolution or winding up of such eventthe Corporation, the assets and funds thus distributed among of the Corporation legally available for distribution to the holders of the Series A C Preferred Stock and the Stock, Series B Preferred Stock shall be and Common Stock (i.e., after payment of the Corporation’s liabilities and payment to any holders of the Corporation’s Senior Securities) are insufficient to permit the payment to such holders of the full aforesaid preferential amounts, then, amounts specified in this Section then the entire assets and funds of the corporation Corporation legally available for distribution shall be distributed ratably pro rata among the holders of the Series A C Preferred Stock, Series B Preferred Stock and the Series B Preferred Common Stock in proportion to the aggregate liquidation preferences of the respective series, full amounts they would otherwise be entitled to receive pursuant to this Section and ratably among the holders of that series in proportion to the amount of such stock owned by each such holderApplicable Law.

Liquidation Preference. a. (a) In the event of any liquidationdissolution, dissolution liquidation or winding up of this corporationthe Corporation (a “Liquidation”), either whether voluntary or involuntary, the holders each holder of Series A Preferred Stock shall be entitled, after provision for the payment of the Corporation’s debts and other liabilities, to be paid in cash in full, before any distribution is made on any Common Stock, an amount of $10,000 per share, in cash (the “Series B A Liquidation Amount”). The Corporation shall, not later than 20 days prior to the earlier of the record date for the taking of a vote of stockholders with respect to any Dissolution or the date set for the consummation of a Dissolution, provide to the holders of the Series A Preferred Stock shall be entitled to receive, prior such information concerning the terms of the Dissolution and in preference to any distribution of any the value of the assets of this corporation to the Corporation as may be reasonably requested by the holders of Common Stock by reason of their ownership thereof, an amount per share equal to the sum of (i) $2.00 for each outstanding share shares of Series A Preferred Stock. If, (subject to appropriate adjustments for stock splitsupon a Dissolution, stock dividends, combinations or other recapitalizations and hereafter referred to as the "Original Series A Issue Price"), (ii) $4.43 for each net assets of the Corporation distributable among the holders of all outstanding share of Series B Preferred Stock (subject to appropriate adjustments for stock splits, stock dividends, combinations or other recapitalizations and hereafter referred to as the "Original Series B Issue Price"), and (iii) an amount equal to declared but unpaid dividends on such share of Series A Preferred Stock or shall be insufficient to permit the payment of the Series B Preferred StockA Liquidation Amount in full, as applicable. If upon then the occurrence entire net assets of such event, the assets Corporation remaining after the provision for the payment of the Corporation’s debts and funds thus other liabilities shall be distributed among the holders of the Series A Preferred Stock and the Series B Preferred Stock shall be insufficient ratably in proportion to permit the payment to such holders of the full aforesaid preferential amountsamounts to which they would otherwise be respectively entitled on account of their Series A Preferred Stock. Upon any such Dissolution, then, the entire assets and funds of the corporation legally available for distribution shall be distributed ratably among after the holders of the Series A Preferred Stock and shall have been paid in full the Series B Preferred Stock in proportion A Liquidation Amount, the remaining net assets of the Corporation shall be distributed to the aggregate liquidation preferences other stockholders of the Corporation as their respective series, and ratably among the holders of that series in proportion to the amount of such stock owned by each such holderinterests may appear.

Liquidation Preference. a. In a) Subject to the event rights of holders of any class of capital stock or series thereof expressly ranking senior to the Series A Preferred Stock, upon any voluntary or involuntary liquidation, dissolution or winding up of this corporation, either voluntary or involuntarythe affairs of the Corporation, the holder of each share of the Series A Preferred Stock then outstanding shall be entitled to be paid out of the assets of the Corporation available for distribution to its stockholders an amount equal to One Thousand ($1,000) Dollars for each share of Series A Preferred Stock (the "STATED VALUE") then held by such holder plus the Series A Dividend owed through such date (such amount being herein called the "LIQUIDATION PREFERENCE") before any payment shall be made or any assets distributed to the holders of Common Stock or any other series of capital stock junior to the Series A Preferred Stock. If the assets of the Corporation are not sufficient to pay in full the payments payable to the holders of outstanding shares of Series A Preferred Stock and Series B Preferred Stock shall be entitled to receiveany Pari Passu Classes upon the liquidation, prior and in preference to any distribution of any dissolution or winding up of the assets affairs of this corporation to the Corporation, then the holders of Common Stock by reason all such shares shall share ratably with all other holders of their ownership thereof, an amount per share equal to the sum of (i) $2.00 for each outstanding share of Series A Preferred Stock, (subject to appropriate adjustments for stock splits, stock dividends, combinations or other recapitalizations and hereafter referred to as the "Original Series A Issue Price"), (ii) $4.43 for each outstanding share of Series B Preferred Stock (subject to appropriate adjustments for stock splits, stock dividends, combinations or other recapitalizations and hereafter referred to as the "Original Series B Issue Price"), and (iii) an amount equal to declared but unpaid dividends on such share shares of Series A Preferred Stock or Series B Preferred Stock, as applicable. If upon the occurrence and Pari Passu Classes in such distribution of such event, the assets and funds thus distributed among the holders of the Series A Preferred Stock and the Series B Preferred Stock shall be insufficient to permit the payment to such holders of the full aforesaid preferential amounts, then, the entire assets and funds of the corporation legally available for distribution shall be distributed ratably among the holders of the Series A Preferred Stock and the Series B Preferred Stock in proportion to the aggregate liquidation preferences Liquidation Preference of the respective series, and ratably among the holders of that series in proportion to the amount of such stock owned by each such holdershares.

Liquidation Preference. a. In the event of any liquidation, dissolution or winding up of this corporationthe Corporation, either voluntary or involuntaryinvoluntary (each a “Liquidation Event”), the holders of Series A Preferred Stock and Series B Preferred Stock shall be entitled to receive, receive prior and in preference to any distribution of any of the assets of this corporation to the holders of the Corporation’s Junior Securities, and pro rata with the holders of the Corporation’s Common Stock by reason and Series C Preferred Stock, but not prior to any holders of their ownership thereofthe Corporation’s Senior Securities, which holders of the Senior Securities shall have priority to the Distribution of any assets of the Corporation, an amount per share equal to the sum of (i) $2.00 for each outstanding share of Series A Preferred Stock, (subject to appropriate adjustments for stock splits, stock dividends, combinations or other recapitalizations and hereafter referred to as the "Original Series A Issue Price"), (ii) $4.43 for each outstanding share of Series B Preferred Stock (subject to appropriate adjustments for stock splits, stock dividends, combinations or other recapitalizations and hereafter referred to as the "Original Series B Issue Price"), and (iii) an amount held by them equal to declared but unpaid dividends on such share the Liquidation Preference. If upon the liquidation, dissolution or winding up of Series A Preferred Stock or the Corporation, the assets of the Corporation legally available for distribution to the holders of the Series B Preferred Stock, as applicable. If upon Series C Preferred Stock and Common Stock (i.e., after payment of the occurrence of such event, the assets Corporation’s liabilities and funds thus distributed among the payment to any holders of the Series A Preferred Stock and the Series B Preferred Stock shall be Corporation’s Senior Securities) are insufficient to permit the payment to such holders of the full aforesaid preferential amounts, then, amounts specified in this Section then the entire assets and funds of the corporation Corporation legally available for distribution shall be distributed ratably pro rata among the holders of the Series A B Preferred Stock, Series C Preferred Stock and the Series B Preferred Common Stock in proportion to the aggregate liquidation preferences of the respective series, full amounts they would otherwise be entitled to receive pursuant to this Section and ratably among the holders of that series in proportion to the amount of such stock owned by each such holderApplicable Law.

Liquidation Preference. a. In the event of any liquidation, dissolution or winding up of this corporation, either voluntary or involuntarythe Corporation (each a "LIQUIDATION EVENT"), the holders (the "SERIES B HOLDERS") of the Series B Preferred Stock and the Holders of the Series D $1.00 Convertible Preferred Stock (the "Series D Preferred Stock") shall have the same liquidation preference, pari passu, therefore each shall be entitled to receive, before any distribution of assets shall be made to the holders of any Series C $100 Redeemable 9% Convertible Preferred Stock (the "SERIES C PREFERRED STOCK") or Common Stock, but after the liquidation preference of the Series A $5.00 convertible preferred stock (the "SERIES A PREFERRED STOCK"), an amount equal to the Stated Value per share of Series A B Preferred Stock and/or Series D Preferred Stock held by such Holder (the "LIQUIDATION PAY OUT"). After payment of the Liquidation Pay Out to each Holder and the payment of the respective liquidation preferences of the other classes of preferred stock of the Corporation, pursuant to the Corporation's Articles of Incorporation, as amended, each holder of Series B Preferred Stock and Series B D Preferred Stock shall be entitled to receive, prior and in preference to any distribution of any of the assets of this corporation to the holders of Common Stock by reason of their ownership thereof, an amount per share equal to the sum of (i) $2.00 for each outstanding share of Series A Preferred Stock, (subject to appropriate adjustments for stock splits, stock dividends, combinations or other recapitalizations and hereafter referred to as the "Original Series A Issue Price"), (ii) $4.43 for each outstanding share of Series B Preferred Stock (subject to appropriate adjustments for stock splits, stock dividends, combinations or other recapitalizations and hereafter referred to as the "Original Series B Issue Price"), and (iii) an amount equal to declared but unpaid dividends on such share of Series A Preferred Stock or Series B Preferred Stock, as applicable. If upon the occurrence of such event, the assets and funds thus distributed among with the holders of the Series A C Preferred Stock and the Series B Preferred Stock shall be insufficient to permit the payment to such holders of the full aforesaid preferential amountsCommon Stock, thenpari passu, on a per share basis, the entire remaining assets and funds of the corporation legally Corporation available for distribution shall be distributed ratably among the holders of the Series A Preferred Stock and the Series B Preferred Stock in proportion to the aggregate liquidation preferences of the respective series, and ratably among the holders of that series in proportion to the amount of such stock owned by each such holderCorporation's stockholders.

Liquidation Preference. a. (a) In the event of any liquidation, dissolution or winding up of this corporationthe Company, either voluntary or involuntary, the holders of the previously issued Convertible Preferred Stock (the "Convertible Preferred Stock") and the Series A Preferred Stock and Series B Preferred Stock shall be entitled to receive, prior and in preference to any distribution of any of the assets of this corporation the Company to the holders of Common Stock common stock by reason of their ownership thereof, an amount per share equal to $2.50 for the Convertible Preferred Stock, and for the Series A Preferred Stock the sum of (i) $2.00 for each outstanding share of Series A Preferred Stock15.80, as adjusted pursuant to Section 4(c) hereof (subject to appropriate adjustments for stock splits, stock dividends, combinations or other recapitalizations and hereafter referred to as the "Original Series A Issue Price"), (ii) $4.43 for each outstanding share of Series B Preferred Stock (subject to appropriate adjustments for stock splits, stock dividends, combinations or other recapitalizations and hereafter referred to as the "Original Series B Issue Price"), and (iiiii) an amount equal to declared but cumulative unpaid dividends on such share of Series A Preferred Stock or Series B Preferred Stockshares (respectively, as applicablea "Liquidation Amount"). If upon the occurrence of such an event, the assets and funds thus distributed among the holders of the Series A Convertible Preferred Stock and the Series B A Preferred Stock shall be insufficient to permit the payment to such holders of the full aforesaid preferential amounts, then, the entire assets and funds of the corporation Company legally available for distribution shall be distributed ratably among the holders of the Series A Convertible Preferred Stock and the Series B A Preferred Stock in proportion to the aggregate liquidation preferences of the respective series, and ratably among the holders of that series in proportion to the amount of such stock owned by each such holderholder multiplied by the appropriate Liquidation Amount.

Liquidation Preference. a. (a) In the event of any liquidation, dissolution or winding winding-up of this corporationthe Corporation, either whether voluntary or involuntary, after any payment or distribution of the assets of the Corporation (whether capital or surplus) shall be made to or set apart for the holders of Senior Securities, and before any payment or distribution of the assets of the Corporation (whether capital or surplus) shall be made to or set apart for the holders of Junior Securities, the holders of the shares of Series A C Preferred Stock and Series B D Preferred Stock taken together shall be entitled to receive, prior receive an amount in cash equal to the greater of (x) the aggregate Liquidation Preferences (as set forth herein and in preference the Series C Designation) of the shares of Series C Preferred Stock and Series D Preferred Stock as of the date of liquidation, or (y) the aggregate amount that would have been received with respect to the shares of Series C Preferred Stock and Series D Preferred Stock if such stock had been converted to Common Stock immediately prior to such liquidation, dissolution or winding-up. If, upon any distribution liquidation, dissolution or winding-up of any of the Corporation, the assets of this corporation to the holders of Common Stock by reason of their ownership Corporation, or proceeds thereof, an amount per share equal shall be insufficient to pay in full the sum aforesaid amounts under clause (x) of the preceding sentence and liquidating payments on all Parity Securities, then such assets, or proceeds thereof, shall (i) $2.00 for each outstanding share of Series A Preferred Stock, (subject to appropriate adjustments for stock splits, stock dividends, combinations or other recapitalizations and hereafter referred to as the "Original Series A Issue Price"), (ii) $4.43 for each outstanding share of Series B Preferred Stock (subject to appropriate adjustments for stock splits, stock dividends, combinations or other recapitalizations and hereafter referred to as the "Original Series B Issue Price"), and (iii) an amount equal to declared but unpaid dividends on such share of Series A Preferred Stock or Series B Preferred Stock, as applicable. If upon the occurrence of such event, the assets and funds thus be distributed among the holders shares of the Series A C Preferred Stock and the Series B D Preferred Stock shall be insufficient to permit the payment to taken together and all such holders of the full aforesaid preferential amounts, then, the entire assets and funds of the corporation legally available for distribution shall be distributed other Parity Securities ratably among the holders of the Series A Preferred Stock and the Series B Preferred Stock in proportion to the aggregate liquidation preferences of accordance with the respective series, and ratably among the holders of that series in proportion to the amount of such stock owned by each such holder.amounts

Liquidation Preference. a. (a) In the event of any liquidation, dissolution or winding up of this corporation, either voluntary or involuntary, subject to the rights of series of Preferred Stock that may from time to time come into existence, the holders of Series A Preferred Stock and Series B Preferred Stock shall be entitled to receive, prior and in preference to any distribution of any of the assets of this corporation to the holders of Common Stock by reason of their ownership thereof, an amount per share equal to the sum of (i) $2.00 15.00 for each outstanding share of Series A Preferred Stock, (subject to appropriate adjustments for stock splits, stock dividends, combinations or other recapitalizations and hereafter referred to as the "Original Series A Issue Price"), (ii) $4.43 for each outstanding share of Series B Preferred Stock (subject to appropriate adjustments for stock splits, stock dividends, combinations or other recapitalizations with respect to such shares and hereafter referred to as the "Original Series B A Issue Price"), and (iiiii) an amount equal to declared but unpaid dividends on such share of Series A Preferred Stock or Series B Preferred Stock, as applicableshare. If upon the occurrence of such event, the assets and funds thus distributed among the holders of the Series A Preferred Stock and the Series B Preferred Stock shall be insufficient to permit the payment to such holders of the full aforesaid preferential amounts, then, subject to the rights of series of Preferred Stock that may from time to time come into existence, the entire assets and funds of the corporation legally available for distribution shall be distributed ratably among the holders of the Series A Preferred Stock and the Series B Preferred Stock in proportion to the aggregate liquidation preferences of the respective series, and ratably among the holders of that series in proportion to the preferential amount of such stock owned by each such holderholder would otherwise be entitled to receive.

Liquidation Preference. a. (a) In the event of any liquidation, dissolution or winding up of this corporation, either voluntary or involuntary, subject to the rights of series of Preferred Stock that may from time to time come into existence, the holders of Series A Preferred Stock and Series B Preferred Stock shall be entitled to receive, prior and in preference to any distribution of any of the assets of this corporation to the holders of Common Stock by reason of their ownership thereof, (i) for the Series A Preferred Stock, an amount per share equal to the sum of (i) $2.00 0.20 for each outstanding share of Series A Preferred Stock, Stock (subject to appropriate adjustments for stock splits, stock dividends, combinations or other recapitalizations and hereafter referred to as the "Original Series A Issue Price"), and (ii) for the Series B Preferred Stock, an amount per share equal to $4.43 0.4717 for each outstanding share of Series B Preferred Stock (subject to appropriate adjustments for stock splits, stock dividends, combinations or other recapitalizations and hereafter referred to as the "Original Series B Issue Price"), and (iii) an amount equal to declared but unpaid dividends on such share of Series A Preferred Stock or Series B Preferred Stock, as applicable. If upon the occurrence of such event, the assets and funds thus distributed among the holders of the Series A Preferred Stock and the Series B Preferred Stock shall be insufficient to permit the payment to such holders of the full aforesaid preferential amounts, then, subject to the rights of series of Preferred Stock that may from time to time come into existence, the entire assets and funds of the corporation legally available liable for distribution shall be distributed ratably among the holders of the Series A Preferred Stock and the Series B Preferred Stock in proportion to the aggregate liquidation preferences of the respective series, and ratably among the holders of that series in proportion to the amount of such stock owned by each such holder.Preferred

Liquidation Preference. a. (a) In the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation, the holders of shares of Series A Preferred Stock then outstanding shall be entitled to be paid out of the assets of the Corporation available for distribution to its stockholders an amount in cash equal to the Stated Value for each share outstanding, plus an amount in cash equal to all accrued but unpaid dividends thereon to the date fixed for liquidation, before any payment shall be made or any assets distributed to the holders of any of the Junior Securities (the "Liquidation Preference"). No full preferential payment on account of any liquidation, dissolution or winding up of this corporationthe Corporation, either whether voluntary or involuntary, shall be made to the holders of any class of Equivalent Securities (as hereinafter defined in Section 5 below) unless there shall likewise be paid at the same time to holders of Series A Preferred Stock and Series B Preferred Stock shall be the full amounts to which such holders are entitled with respect to receive, prior and in preference to any distribution of any of such distribution. If the assets of this corporation the Corporation are not sufficient to pay in full the liquidation payments payable to the holders of Common Stock by reason of their ownership thereof, an amount per share equal to the sum of (i) $2.00 for each outstanding share of Series A Preferred Stock, (subject to appropriate adjustments for stock splits, stock dividends, combinations or other recapitalizations and hereafter referred to as the "Original Series A Issue Price"), (ii) $4.43 for each outstanding share of Series B Preferred Stock (subject to appropriate adjustments for stock splits, stock dividends, combinations or other recapitalizations and hereafter referred to as the "Original Series B Issue Price"), and (iii) an amount equal to declared but unpaid dividends on such share shares of Series A Preferred Stock or Series B Preferred Stockand outstanding shares of Equivalent Securities, as applicable. If upon the occurrence of such event, the assets and funds thus distributed among then the holders of all such shares shall share ratably in such distribution of assets in accordance with the full respective preferential amounts that would be payable on such shares of Series A Preferred Stock and the Series B Preferred Stock shall be insufficient to permit the payment to such holders shares of the full aforesaid preferential amounts, then, the entire assets and funds of the corporation legally available for distribution shall be distributed ratably among the holders of the Series A Preferred Stock and the Series B Preferred Stock Equivalent Securities if all amounts payable thereon were paid in proportion to the aggregate liquidation preferences of the respective series, and ratably among the holders of that series in proportion to the amount of such stock owned by each such holderfull.

Liquidation Preference. a. (a) In the event of any liquidation, dissolution or winding up of this corporationthe Company ("Liquidation Event"), either voluntary or involuntary, the holders Holders of shares of Series A Preferred Stock and Series B Convertible Preferred Stock shall be entitled to receive, immediately after any distributions to Senior Securities required by the Company's Certificate of Incorporation or any certificate of designation, and prior and in preference to any distribution of to Junior Securities but in parity with any of the assets of this corporation distribution to the holders of Common Stock by reason of their ownership thereofParity Securities, an amount per share equal to the sum of (i) $2.00 for each outstanding share of Series A Preferred Stock, (subject to appropriate adjustments for stock splits, stock dividends, combinations or other recapitalizations 62.50 and hereafter referred to as the "Original Series A Issue Price"), (ii) $4.43 for each outstanding share of Series B Preferred Stock (subject to appropriate adjustments for stock splitsall accrued and unpaid dividends thereon, stock dividends, combinations whether or other recapitalizations and hereafter referred to as the "Original Series B Issue Price")not earned or declared, and (iii) an amount equal to declared but unpaid dividends on such share of Series A Preferred Stock or Series B Preferred Stock, as applicableno more. If upon the occurrence of such event, and after payment in full of the preferential amounts with respect to the Senior Securities, the assets and funds thus available to be distributed among the holders Holders of the Series A Preferred Stock and the Series B Convertible Preferred Stock shall be insufficient to permit the payment to such holders Holders of the full aforesaid preferential amounts, then, amounts due to the Holders of the Series A Convertible Preferred Stock then the entire assets and funds of the corporation Company legally available for distribution shall be distributed ratably among the holders Holders of the Series A Convertible Preferred Stock Stock, pro rata, based on the respective liquidation amounts to which the Holders of each such series are entitled by the Company's Articles of Incorporation and any certificate(s) of designation relating thereto. A Business Combination Event shall be considered a Liquidation Event unless otherwise agreed by the Holders of the Series B A Convertible Preferred Stock in proportion to the aggregate liquidation preferences of the respective series, and ratably among the holders of that series in proportion to the amount of such stock owned by each such holderStock.

Liquidation Preference. a. (a) In the event of any liquidation, dissolution or winding winding-up of this corporationthe Corporation, either whether voluntary or involuntary, before any payment or distribution of the Corporation’s assets (whether capital or surplus) shall be made to or set apart for the holders of Junior Stock, holders of the Series A Cumulative Convertible Preferred Stock and Series B Preferred Stock Shares shall be entitled to receive, prior and in preference to any distribution of any receive $1,000.00 per share of the assets of this corporation Series A Cumulative Convertible Preferred Shares plus an amount equal to all dividends (whether or not earned or declared) accumulated and unpaid thereon to the date of final distribution to such holders of Common Stock by reason of their ownership thereof, an amount per share equal (such amounts which are entitled to the sum of (i) $2.00 for each outstanding share of Series A Preferred Stock, (subject to appropriate adjustments for stock splits, stock dividends, combinations or other recapitalizations and hereafter be received herein referred to as the "Original “Liquidation Preference”); but such holders shall not be entitled to any further payment. If, upon any liquidation, dissolution or winding-up of the Corporation, the Corporation’s assets, or proceeds thereof, distributable among the holders of the Series A Issue Price"), (ii) $4.43 for each outstanding share of Series B Cumulative Convertible Preferred Stock (subject Shares are insufficient to appropriate adjustments for stock splits, stock dividends, combinations or other recapitalizations pay in full the preferential amount aforesaid and hereafter referred to as the "Original Series B Issue Price"), and (iii) an amount equal to declared but unpaid dividends liquidating payments on such share of Series A Preferred Stock or Series B Preferred any Parity Stock, as applicable. If upon then such assets, or the occurrence of such eventproceeds thereof, the assets and funds thus shall be distributed among the holders of the Series A Cumulative Convertible Preferred Shares and any other Parity Stock and ratably in accordance with the Series B Preferred Stock shall respective amounts that would be insufficient to permit the payment to payable on such holders of the full aforesaid preferential amounts, then, the entire assets and funds of the corporation legally available for distribution shall be distributed ratably among the holders shares of the Series A Cumulative Convertible Preferred Shares and any such other Parity Stock and the Series B Preferred Stock if all amounts payable thereon were paid in proportion to the aggregate liquidation preferences of the respective series, and ratably among the holders of that series in proportion to the amount of such stock owned by each such holderfull.

Liquidation Preference. a. In the event of any a liquidation, dissolution or winding up of this corporationthe Company, either whether voluntary or involuntaryinvoluntary (a "Liquidation"), the holders of Series A Preferred Stock and the Series B Preferred Stock then outstanding shall be entitled to receivereceive out of the available assets of the Company, prior and in preference to any distribution whether such assets are stated capital or surplus of any of the assets of this corporation to the holders of Common Stock by reason of their ownership thereofnature, an amount per share in cash on such date equal to the sum of (i) $2.00 for each outstanding share of Series A Preferred Stock, (subject to appropriate adjustments for stock splits, stock dividends, combinations or other recapitalizations and hereafter referred to as the "Original Series A Issue Price"), (ii) $4.43 for each outstanding 1,000 per share of Series B Preferred Stock (subject to appropriate adjustments for stock splits, stock dividends, combinations or other recapitalizations and hereafter referred to as the "Original Series B Issue PriceLiquidation Preference"), and (iii) plus an amount equal to declared in cash in respect of any accrued but unpaid dividends on Dividends as of such share date. Such payment shall be made before any payment shall be made or any assets distributed to the holders of Series A Preferred any class or series of the Common Stock or any other class or series of the Company's capital stock ranking junior as to liquidation rights to the Series B Preferred Stock, as applicable. If upon the occurrence of such event, any Liquidation the assets and funds thus available for payment of the Liquidation Preference are insufficient to permit the payment to the holders of the Series B Preferred Stock of the full preferential amounts described in this Section 4, then all the available assets shall be distributed among the holders of the then outstanding shares of Series A B Preferred Stock and the then outstanding shares of capital stock ranking on a parity with the Series B Preferred Stock shall be insufficient as to permit distributions upon Liquidation, pro rata according to the payment to such holders number of the full aforesaid preferential amounts, then, the entire assets and funds then outstanding shares of the corporation legally available for distribution shall be distributed ratably among the holders of the Series A Preferred Stock and the Series B Preferred Stock in proportion to the aggregate liquidation preferences and then outstanding shares of parity stock held by each holder thereof. A merger or consolidation of the respective seriesCompany, and ratably among or a sale of all or substantially all of its assets, shall not constitute a Liquidation for purposes of this Section 4, unless in connection with such merger or consolidation or sale of all or substantially all of the holders Company's assets, the stockholders of the Company specifically determine that series in proportion to the amount of such stock owned by each such holdertransaction be deemed a Liquidation.

Liquidation Preference. a. In The holders of shares of Series A Preferred Stock will be entitled to receive, in the event of any liquidation, dissolution or winding up of this corporationthe Company, either whether voluntary or involuntary, out of or to the extent of the net assets of the Company legally available for such distribution, before any distributions are made with respect to any Common Stock or any stock ranking junior to the Series A Preferred Stock, $10.00 per share, plus any declared but unpaid dividends (the "Liquidation Preference"). After payment of the full amount of the Liquidation Preference, the holders of shares of Series A Preferred Stock and Series B Preferred Stock shall will not be entitled to receive, prior and any further participation in preference to any distribution of assets by the Company. Upon any of the assets of this corporation such liquidation, dissolution or winding up, such preferential amounts with respect to the holders of Common Stock by reason of their ownership thereof, an amount per share equal to the sum of (i) $2.00 for each outstanding share of Series A Preferred Stock, (subject to appropriate adjustments for stock splits, stock dividends, combinations or other recapitalizations and hereafter referred to as the "Original Series A Issue Price"), (ii) $4.43 for each outstanding share of Series B Preferred Stock (subject to appropriate adjustments for stock splits, stock dividends, combinations or other recapitalizations and hereafter referred to as the "Original Series B Issue Price"), and (iii) an amount equal to declared but unpaid dividends on such share of Series A Preferred Stock and any class or series ranking on a parity with the Series B A Preferred Stock, as applicable. If upon Stock if not paid in full shall be distributed pro rata in accordance with the occurrence of such event, the assets and funds thus distributed among the holders aggregate preferential amounts of the Series A Preferred Stock and the Series B Preferred Stock shall be insufficient to permit the payment to such holders other classes or series of the full aforesaid preferential amountsstock, then, the entire assets if any. Restrictions and funds Limitations Shares of the corporation legally available for distribution shall be distributed ratably among the holders of the Series A Preferred Stock acquired by the Company by reason of purchase, conversion, redemption or otherwise shall be retired and shall become authorized but unissued shares of preferred stock, which may be reissued as part of a new series of preferred stock created under the Series B Preferred Stock in proportion to the aggregate liquidation preferences Company's Certificate of the respective series, and ratably among the holders of that series in proportion to the amount of such stock owned by each such holderIncorporation.

Liquidation Preference. a. (a) In the event of any liquidation, dissolution or winding up of this corporation, either voluntary or involuntary, subject to (i) the rights of any series of Preferred Stock (other than the Series A and Series B Preferred Stock) which may from time to time come into existence and (ii) any loan covenant or other provision for the benefit of the holders of Series A Preferred Stock and Senior Debt, the holders of Series B Preferred Stock shall be entitled to receive, prior and in preference to any distribution of any of the assets of this corporation to the holders of Common Stock by reason of their ownership thereofStock, an amount per share equal to the sum of (i) $2.00 for each outstanding share of Series A Preferred Stock, (subject to appropriate adjustments for stock splits, stock dividends, combinations or other recapitalizations and hereafter referred to as the "Original Series A Issue Price"), (ii) $4.43 for each outstanding share of Series B Preferred Stock Redemption Price (subject to appropriate adjustments for stock splits, stock dividends, combinations or other recapitalizations and hereafter referred to as the "Original Series B Issue Price"defined in Section 1.6 herein), and (iii) an amount equal to declared but unpaid dividends on such share of Series A Preferred Stock or Series B Preferred Stock, as applicable. If upon the occurrence of such event, the assets and funds thus to be distributed among the holders of the Series A Preferred Stock and the Series B Preferred Stock shall be insufficient to permit the payment to such holders of the full aforesaid preferential amounts, then, subject to the rights of any series of Preferred Stock which may from time to time come into existence (other than the Series A and Series C Preferred Stock), the entire assets and funds of the this corporation legally available for distribution shall be distributed ratably among the holders of the Series A Preferred Stock and the Series B Preferred Stock in proportion to the aggregate liquidation preferences of the respective series, and ratably among the holders of that series in proportion to the amount of such stock owned by each such holder. Written notice of the liquidation, dissolution or winding up, stating a payment date, the amount of the liquidation payment and place where the amount distributable shall be payable, shall be given by mail, postage prepaid, not less than fifteen (15) days prior to the payment dated stated therein, to each holder of record of the Series B Preferred Stock, such notice to be addressed to each such holder at his or its post office address as shown by the records of this corporation.

Liquidation Preference. a. (a) In the event of any liquidation, dissolution dissolution, Deemed Liquidation (as hereinafter defined) or winding up of this corporationthe Corporation, either whether voluntary or involuntaryinvoluntary (a “Liquidation Event”), the holders of Series A Preferred Stock and the Series B Preferred Stock Stock, shall be entitled to receive, prior and in preference to any distribution of any of the assets assets, capital or surplus funds of this corporation the Corporation to the holders of the Company's Common Stock by reason of their ownership thereofStock, an amount per share equal to the sum of (i) $2.00 for each outstanding share of Series A Preferred Stock, (subject to appropriate adjustments for stock splits, stock dividends, combinations or other recapitalizations and hereafter referred to as the "Original Series A Issue Price"), (ii) $4.43 for each outstanding _________ per share of Series B Preferred Stock (subject to appropriate adjustments as adjusted for stock splits, any stock dividends, combinations combinations, splits or other recapitalizations and hereafter referred the like with respect to as such share) (the "Original “Series B Issue Price"Liquidation Preference”), and (iii) an amount equal to declared but unpaid dividends on such share of Series A Preferred Stock or Series B Preferred Stock, as applicable. If upon the occurrence of such eventa Liquidation Event, (i) the assets assets, capital and funds thus distributed among the holders of the Series A Preferred Stock and the Series B Preferred Stock shall be insufficient to permit the payment to such holders of the full aforesaid preferential amountsSeries B Liquidation Preference, then, then the entire assets and funds of the corporation Corporation legally available for distribution shall be distributed ratably among the holders of the Series A Preferred Stock and the Series B Preferred Stock in proportion to the aggregate liquidation preferences of the respective series, and ratably among Series B Liquidation Preference each such holder is otherwise entitled to receive or (ii) after payment to the holders of that series in proportion the Series B Preferred Stock their full Series B Liquidation Preference there shall remain assets, capital or funds of the Corporation legally available for distribution to the amount holders of the Corporation’s Common Stock, then unless the assets of the Corporation are not being liquidated in connection with such Liquidation Event, the holders of the Series B Preferred Stock shall be entitled to receive a distribution of such stock owned by each remaining assets, capital or funds ratably with the holders of the Common Stock as if such holderSeries B Preferred Stock had been converted into Common Stock.

Liquidation Preference. a. (a) In the event of any liquidation, dissolution or winding up of this corporationLiquidation Event (as defined below), either voluntary or involuntary, the holders of shares of Series A C Preferred Stock, Series D Preferred Stock, Series D-1 Preferred Stock and Series B E Preferred Stock shall be entitled to receive, prior and in preference to any distribution of any the proceeds of such Liquidation Event legally available for distribution (the “Proceeds”) to the holders of the assets Series A Preferred Stock, the holders of this corporation to Series B Preferred Stock or the holders of Common Stock by reason of their ownership thereof, an amount per share equal to the sum of (i) $2.00 for each outstanding share the Original Issue Price of the Series A C Preferred Stock, (subject to appropriate adjustments for stock splitsSeries D Preferred Stock, stock dividends, combinations or other recapitalizations and hereafter referred to as the "Original Series A Issue Price"), (ii) $4.43 for each outstanding share of Series B D-1 Preferred Stock (subject to appropriate adjustments for stock splitsand Series E Preferred Stock, stock dividendsas applicable, combinations or other recapitalizations and hereafter referred to as the "Original Series B Issue Price"), and (iii) an amount equal to plus any declared but unpaid dividends on such share of Series A Preferred Stock or Series B Preferred Stockshares. If, as applicable. If upon the occurrence of such event, the assets and funds Proceeds thus distributed among the holders of the Series A C Preferred Stock, Series D Preferred Stock, Series D-1 Preferred Stock and the Series B E Preferred Stock shall be insufficient to permit the payment to such holders of the full aforesaid preferential amountsamount, then, then the entire assets and funds of the corporation Proceeds legally available for distribution shall be distributed ratably among the holders of the Series A E Preferred Stock and the Series B Preferred Stock in proportion to the aggregate liquidation preferences of the respective seriesStock, and ratably among the holders of that series in proportion to the amount of such stock owned by each such holder.Series

Liquidation Preference. a. (a) In the event of any liquidation, dissolution or winding up of this corporation, either voluntary or involuntary, the holders of Series A Preferred Stock and Series B the outstanding shares of Preferred Stock shall be entitled to receive, prior and in preference to any distribution of any of the assets of this the corporation to the holders of Common Stock by reason of their ownership thereof, (i) for the Series A Preferred Stock, an amount per share equal to the sum of (i) $2.00 0.20 for each outstanding share of Series A Preferred Stock, (subject to appropriate adjustments for stock splits, stock dividends, combinations or other recapitalizations and hereafter referred to as the "Original Series A Issue Price"), (ii) for the Series B Preferred Stock, an amount per share equal to $4.43 0.4717 for each outstanding share of Series B Preferred Stock, (iii) for the Series C-1 Preferred Stock, an amount per share equal to $0.8451 for each outstanding share of Series C-1 Preferred Stock (subject to appropriate adjustments for stock splits, stock dividends, combinations or other recapitalizations and hereafter referred to as the "Original Series B Issue C-1 Liquidation Price"), and (iiiiv) for the Series C-2 Preferred Stock, an amount per share equal to declared but unpaid dividends on such $3.2981 for each outstanding share of Series A C-2 Preferred Stock or (the "Series B C-2 Liquidation Price"), (v) for the Series C-3 Preferred Stock, as applicablean amount per share equal to $1.9129 for each outstanding share of Series C-3 Preferred Stock (the "Series C-3 Liquidation Price") and (vi) for the Series D Preferred Stock, an amount per share equal to $0.5543 for each outstanding share of Series D Preferred Stock (the "Series D Liquidation Price"). If upon the occurrence of such event, the assets and funds thus distributed among the holders of the Series A Preferred Stock and the Series B outstanding shares of Preferred Stock shall be insufficient to permit the payment to such holders of the full aforesaid preferential amounts, then, the entire assets and funds of the corporation legally available for distribution shall be distributed ratably among the holders of the Series A Preferred Stock and the Series B outstanding shares of Preferred Stock in proportion to the aggregate liquidation preferences of the respective series, and ratably among the holders of that series in proportion to the preferential amount of such stock owned by each such holderholder is otherwise entitled to receive.

Liquidation Preference. a. In the event of any Upon liquidation, dissolution or and winding up of this corporation, either the Corporation (whether voluntary or involuntary) (a “Liquidation Event”), the holders of Series A Preferred Stock and Series B Preferred Stock Corporation shall be entitled to receive, prior and in preference to any distribution of any of the assets of this corporation pay to the holders of Common Stock by reason of their ownership thereof, an amount per share equal to the sum of (i) $2.00 for each outstanding share of Series A Preferred Stock, (subject to appropriate adjustments for stock splits, stock dividends, combinations or other recapitalizations and hereafter referred to as the "Original Series A Issue Price"), (ii) $4.43 for each outstanding share of Series B H Preferred Stock (subject unless otherwise provided for in the resolution or resolutions creating such stock) the aggregate Liquidation Value attributable to appropriate adjustments for stock splitssuch shares (each, stock dividends, combinations or other recapitalizations and hereafter referred to as the "Original Series B Issue Price"), and (iiia “Share”) an amount equal to declared but plus any unpaid dividends on such share of Series A Preferred Stock or Series B Preferred Stock, as applicablethereon. If upon the occurrence of any such eventLiquidation Event, the Corporation’s assets and funds thus to be distributed among the holders of the Junior Securities, Series A B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock, Series F Preferred Stock, Series G Preferred Stock and the Series B H Preferred Stock shall be are insufficient to permit the payment to such holders of the full aforesaid preferential amountsaggregate amount which they are entitled to be paid under this Section 3 or Article IV, thenSection 3 of the Corporation’s Amended and Restated Certificate of Incorporation, as amended from time to time (the “Charter”), as applicable, then the entire assets and funds of available to be distributed to the corporation legally available for distribution Corporation’s stockholders shall be distributed ratably among in accordance with the holders priorities set forth in Article IV, Section 3 of the Charter with the Series A H Preferred Stock ranking parri passu with the Series D, F and G Preferred Stock and prior to the Series B and C Preferred Stock in proportion Stock. Not less than sixty (60) days prior to the aggregate liquidation preferences payment date stated therein, the Corporation shall mail written notice of the respective seriesany such Liquidation Event to each record holder of Series H Preferred Stock, and ratably among the holders of that series setting forth in proportion to reasonable detail the amount of proceeds to be paid with respect to each Share and each share of Common Stock in connection with such stock owned by each such holderLiquidation Event. A Change of Control shall not be deemed a Liquidation Event for purposes of this Section 3.

Liquidation Preference. a. In the event of any a liquidation, dissolution or winding up of this corporationthe Company, either whether voluntary or involuntaryinvoluntary (a "Liquidation"), the holders of the Series A D Preferred Stock and Series B Preferred Stock then outstanding shall be entitled to receivereceive out of the available assets of the Company, prior and in preference to any distribution whether such assets are stated capital or surplus of any nature, an amount in cash on such date equal to $1,000 per share of Series D Preferred Stock (the "Liquidation Preference") plus an amount in cash in respect of any accrued but unpaid Dividends as of such date. Such payment shall be made before any payment shall be made or any assets of this corporation distributed to the holders of any class or series of the Common Stock by reason or any other class or series of their ownership thereof, an amount per share equal the Company's capital stock ranking junior as to liquidation rights to the sum of (i) $2.00 for each outstanding share of Series A D Preferred Stock, (subject to appropriate adjustments for stock splits, stock dividends, combinations or other recapitalizations and hereafter referred to as the "Original Series A Issue Price"), (ii) $4.43 for each outstanding share of Series B Preferred Stock (subject to appropriate adjustments for stock splits, stock dividends, combinations or other recapitalizations and hereafter referred to as the "Original Series B Issue Price"), and (iii) an amount equal to declared but unpaid dividends on such share of Series A Preferred Stock or Series B Preferred Stock, as applicable. If upon the occurrence of such event, any Liquidation the assets and funds thus available for payment of the Liquidation Preference are insufficient to permit the payment to the holders of the Series D Preferred Stock of the full preferential amounts described in this Section 4, then all the available assets shall be distributed among the holders of the then outstanding shares of Series A D Preferred Stock and the then outstanding shares of capital stock ranking on a parity with the Series B D Preferred Stock shall be insufficient as to permit distributions upon Liquidation, pro rata according to the payment to such holders number of the full aforesaid preferential amounts, then, the entire assets and funds then outstanding shares of the corporation legally available for distribution shall be distributed ratably among the holders of the Series A D Preferred Stock and the Series B Preferred Stock in proportion to the aggregate liquidation preferences then outstanding shares of parity stock held by each holder thereof. A merger or consolidation of the respective seriesCompany, and ratably among or a sale of all or substantially all of its assets, shall not constitute a Liquidation for purposes of this Section 4, unless in connection with such merger or consolidation or sale of all or substantially all of the holders Company's assets, the stockholders of the Company specifically determine that series in proportion to the amount of such stock owned by each such holdertransaction be deemed a Liquidation.

Liquidation Preference. a. In the event of any liquidation, dissolution or winding up of this corporation, either voluntary or involuntary, the holders of Series A C Preferred Stock and Series B D Preferred Stock shall be entitled to receive, prior and in preference to any distribution of any of the assets of this corporation to the holders of Series A Preferred Stock, Series B Preferred Stock or Common Stock by reason of their ownership thereof, an amount per share equal to the sum of (i) $2.00 5.50 for each outstanding share of Series A C Preferred Stock, (subject to appropriate adjustments for stock splits, stock dividends, combinations or other recapitalizations Stock and hereafter referred to as the "Original Series A Issue Price"), (ii) $4.43 7.50 for each outstanding share of Series B D Preferred Stock (subject to appropriate adjustments for stock splits, stock dividends, combinations or other recapitalizations and hereafter referred to as the "Original Series B C Issue Price" and "Original Series D Issue Price," respectively), and (iiiii) an amount equal to declared but unpaid dividends on such share shares of Series A C Preferred Stock or and Series B D Preferred Stock, Stock as applicable. If upon the occurrence of such event, the assets and funds thus distributed among the holders of the Series A C Preferred Stock and the Series B D Preferred Stock shall be insufficient to permit the payment to such holders of the full aforesaid preferential amounts, then, the entire assets and funds of the corporation legally available for distribution shall be distributed ratably among the holders of the Series A C Preferred Stock and the Series B D Preferred Stock in proportion to the aggregate liquidation preferences of the respective series, and ratably among the holders of that series the Series C Preferred Stock and Series D Preferred Stock in proportion to the amount of such stock owned by each such holder.

Liquidation Preference. a. In the event of (i) Upon any voluntary or involuntary liquidation, dissolution or winding up of this corporation, either voluntary or involuntarythe affairs of the Company, the holders Holders of shares of Series A Preferred Stock and Series B Preferred Stock then outstanding shall be entitled to receivebe paid, prior and in preference to any distribution of any out of the assets of this corporation the Company available for distribution to the holders of Common Stock by reason of their ownership thereofits stockholders, an amount $1,000 per share equal to the sum of (i) $2.00 for each outstanding share of Series A Preferred Stock, (subject to appropriate adjustments for stock splits, stock dividends, combinations or other recapitalizations and hereafter referred to as the "Original Series A Issue Price"), (ii) $4.43 for each outstanding share of Series B Preferred Stock (subject to appropriate adjustments for stock splits, stock dividends, combinations or other recapitalizations and hereafter referred to as the "Original Series B Issue Price"), and (iii) an amount equal to declared but unpaid dividends on such share of Series A Preferred Stock (the "Liquidation Preference"), plus an amount in cash equal to accumulated and unpaid dividends thereon (and all accrued and unpaid interest thereon) to the date fixed for liquidation, dissolution or winding up (including an amount equal to a prorated dividend for the period from the last Dividend Payment Date to the date fixed for liquidation, dissolution or winding up) before any payment shall be made or any assets distributed to the holders of any of the Junior Securities, including, without limitation, common stock of the Company. Except as provided in the preceding sentence, Holders of shares of Series B A Preferred StockStock shall not be entitled to any distribution in the event of liquidation, as applicabledissolution or winding up of the affairs of the Company. If upon the occurrence of such event, the assets and funds thus distributed among of the holders Company are not sufficient to pay in full the liquidation payments payable to the Holders of outstanding shares of the Series A Preferred Stock and the Series B Preferred Stock shall be insufficient to permit the payment to such holders of the full aforesaid preferential amountsall Parity Securities, then, the entire assets and funds of the corporation legally available for distribution shall be distributed ratably among then the holders of all such shares shall share equally and ratably in such distribution of assets of the Company in accordance with the amounts which would be payable on such distribution if the amount to which the Holders of outstanding shares of Series A Preferred Stock and the Series B Preferred Stock in proportion to the aggregate liquidation preferences of the respective series, and ratably among the holders of that series outstanding shares of all Parity Securities are entitled were paid in proportion to the amount of such stock owned by each such holderfull.

Liquidation Preference. a. (a) Series A Stock and Series B Stock. In the event of any --------------------------------- liquidation, dissolution or winding up of this corporation, either voluntary or involuntary, the holders of the Series A Preferred Stock and the holders of Series B Preferred Stock shall be entitled to receive, pari passu with one another and prior and in preference to any distribution in such liquidation, dissolution or winding up of any of the assets of this corporation to the holders of the Common Stock by reason of their ownership thereof, an amount per share equal to the sum Liquidation Preference of (i) $2.00 the Series A Stock for each outstanding share of Series A Preferred Stock, (subject Stock and an amount per share equal to appropriate adjustments for stock splits, stock dividends, combinations or other recapitalizations and hereafter referred to as the "Original Liquidation Preference of the Series A Issue Price"), (ii) $4.43 B Stock for each outstanding share of Series B Preferred Stock (subject to appropriate adjustments for stock splits, stock dividends, combinations or other recapitalizations and hereafter referred to as the "Original Series B Issue Price"), and (iii) an amount equal to declared but unpaid dividends on such share of Series A Preferred Stock or Series B Preferred Stock, as applicable. If upon the occurrence of any such eventdistribution, the assets and funds of this corporation thus distributed among the holders of the Series A Preferred Stock and the Series B Preferred Stock shall be insufficient to permit the payment to such holders of the full aforesaid preferential amounts, then, then the entire assets and funds of the this corporation legally available for distribution shall be distributed ratably among the holders of the Series A Preferred Stock and the Series B Preferred Stock in proportion to the aggregate liquidation preferences of the respective series, and ratably among the holders of that series in proportion full aforesaid preferential amounts to the amount of such stock owned by which each such holderholder of Series A Stock and each such holder of Series B Stock is entitled.

Liquidation Preference. a. (a) In the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation, the holders of shares of Preferred Stock Series A-2 then outstanding shall be entitled to be paid out of the assets of the Corporation available for distribution to its shareholders an amount in cash equal to the Stated Value for each share outstanding, plus (i) an amount in cash equal to all accrued but unpaid dividends thereon to the date fixed for liquidation; and (ii) an amount equal to the pro rata portion of the assets of the Corporation remaining for distribution to the holders of the Common Stock determined on an as- if-converted into Common Stock basis (determined without regard to any limitation on the convertability of the Preferred Stock Series A-2 as a result of the number of authorized and unissued shares of Common Stock), before any payment shall be made or any assets distributed to the holders of any of the Junior Securities. No full preferential payment on account of any liquidation, dissolution or winding up of this corporationthe Corporation, either whether voluntary or involuntary, the holders of Series A Preferred Stock and Series B Preferred Stock shall be entitled to receive, prior and in preference to any distribution of any of the assets of this corporation made to the holders of Common Stock by reason any class of their ownership thereof, an amount per share equal Equivalent Securities (as hereinafter defined) unless there shall likewise be paid at the same time to the sum holders of (i) $2.00 for each outstanding share of Series A Preferred Stock, (subject to appropriate adjustments for stock splits, stock dividends, combinations or other recapitalizations and hereafter referred to as the "Original Series A Issue Price"), (ii) $4.43 for each outstanding share of Series B Preferred Stock (subject Series A-2 the full amounts to appropriate adjustments for stock splits, stock dividends, combinations or other recapitalizations and hereafter referred which such holders are entitled with respect to as the "Original Series B Issue Price"), and (iii) an amount equal to declared but unpaid dividends on such share of Series A Preferred Stock or Series B Preferred Stock, as applicabledistribution. If upon the occurrence of such event, the assets and funds thus distributed among of the Corporation are not sufficient to pay in full the liquidation payments payable to the holders of the Series A outstanding shares of Preferred Stock Series A-2 and the Series B Preferred Stock shall be insufficient to permit the payment to such holders outstanding shares of the full aforesaid preferential amountsEquivalent Securities, then, the entire assets and funds of the corporation legally available for distribution shall be distributed ratably among then the holders of all such shares shall share ratably in such distribution of assets in accordance with the Series A full respective preferential amounts that would be payable on such shares of Preferred Stock Series A-2 and the Series B Preferred Stock such shares of Equivalent Securities if all amounts payable thereon were paid in proportion to the aggregate liquidation preferences of the respective series, and ratably among the holders of that series in proportion to the amount of such stock owned by each such holderfull.

Liquidation Preference. a. (i) In the event of any liquidationLiquidation, dissolution or winding up of this corporation, either whether voluntary or involuntary, the holders before any payment of Series A Preferred Stock and Series B Preferred Stock cash or distribution of other property shall be entitled to receive, prior and in preference to any distribution of any of the assets of this corporation made to the holders of Common Stock by reason or any other class or series of their ownership thereofstock, an amount per share equal to the sum of (i) $2.00 for each outstanding share of Series A Preferred Stock, (subject to appropriate adjustments for stock splits, stock dividends, combinations or other recapitalizations and hereafter referred to as the "Original Series A Issue Price"), (ii) $4.43 for each outstanding share of Series B Preferred Stock (subject to appropriate adjustments for stock splits, stock dividends, combinations or other recapitalizations and hereafter referred to as the "Original Series B Issue Price"), and (iii) an amount equal to declared but unpaid dividends on such share of Series A Preferred Stock or Series B Preferred Stock, as applicable. If upon the occurrence of such event, the assets and funds thus distributed among the holders of the Series A Preferred Stock and the Series B Preferred Stock shall be insufficient entitled to permit the payment to such holders receive out of the full aforesaid preferential amounts, then, the entire assets and funds of the corporation Corporation legally available for distribution shall be distributed ratably among to its stockholders, on behalf of each share of Series A Preferred Stock held by such holder, U.S.$235.90 (the "Original Issue Price") (as appropriately adjusted for any combinations, divisions or similar recapitalizations affecting the Series A Preferred Stock) and all accumulated or accrued and unpaid dividends thereon (collectively, the "Series A Liquidation Preference"). If, upon any Liquidation, the assets of the Corporation available for distribution to its stockholders are insufficient to pay the holders of the Series A Preferred Stock and the full amounts to which they are entitled pursuant to clause (b)(i) above, the holders of the Series B A Preferred Stock shall share pro rata in any distribution of assets in proportion to the aggregate liquidation preferences of the respective series, and ratably among amounts which would be payable to the holders of that series the Series A Preferred Stock in proportion respect of the shares held by them if all amounts payable to the amount them in respect of such stock owned by each such holderwere paid in full pursuant to clause (b)(i) above.

Liquidation Preference. a. (a) In the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation, the holders of shares of Preferred Stock Series A-1 then outstanding shall be entitled to be paid out of the assets of the Corporation available for distribution to its shareholders an amount in cash equal to the Stated Value for each share outstanding, plus (i) an amount in cash equal to all accrued but unpaid dividends thereon to the date fixed for liquidation; and (ii) an amount equal to the pro rata portion of the assets of the Corporation remaining for distribution to the holders of the Common Stock determined on an as- if-converted into Common Stock basis (determined without regard to any limitation on the convertability of the Preferred Stock Series A-1 as a result of the number of authorized and unissued shares of Common Stock), before any payment shall be made or any assets distributed to the holders of any of the Junior Securities. No full preferential payment on account of any liquidation, dissolution or winding up of this corporationthe Corporation, either whether voluntary or involuntary, the holders of Series A Preferred Stock and Series B Preferred Stock shall be entitled to receive, prior and in preference to any distribution of any of the assets of this corporation made to the holders of Common Stock by reason any class of their ownership thereof, an amount per share equal Equivalent Securities (as hereinafter defined) unless there shall likewise be paid at the same time to the sum holders of (i) $2.00 for each outstanding share of Series A Preferred Stock, (subject to appropriate adjustments for stock splits, stock dividends, combinations or other recapitalizations and hereafter referred to as the "Original Series A Issue Price"), (ii) $4.43 for each outstanding share of Series B Preferred Stock (subject Series A-1 the full amounts to appropriate adjustments for stock splits, stock dividends, combinations or other recapitalizations and hereafter referred which such holders are entitled with respect to as the "Original Series B Issue Price"), and (iii) an amount equal to declared but unpaid dividends on such share of Series A Preferred Stock or Series B Preferred Stock, as applicabledistribution. If upon the occurrence of such event, the assets and funds thus distributed among of the Corporation are not sufficient to pay in full the liquidation payments payable to the holders of the Series A outstanding shares of Preferred Stock Series A-1 and the Series B Preferred Stock shall be insufficient to permit the payment to such holders outstanding shares of the full aforesaid preferential amountsEquivalent Securities, then, the entire assets and funds of the corporation legally available for distribution shall be distributed ratably among then the holders of all such shares shall share ratably in such distribution of assets in accordance with the Series A full respective preferential amounts that would be payable on such shares of Preferred Stock Series A-1 and the Series B Preferred Stock such shares of Equivalent Securities if all amounts payable thereon were paid in proportion to the aggregate liquidation preferences of the respective series, and ratably among the holders of that series in proportion to the amount of such stock owned by each such holderfull.

Liquidation Preference. a. Series A Preferred Stock. In the event of any liquidation, ------------------------ dissolution or winding up of this corporation, either voluntary or involuntary, the holders a holder of Series A Preferred Stock and Series B Preferred Stock shall be entitled to receive, prior and in preference to any distribution of any of the assets of this corporation to the holders of any other series of Preferred Stock or Common Stock by reason of their ownership thereof, an amount per share equal to the greater of (A) the sum of (i) $2.00 6.9629 for each outstanding share of Series A Preferred Stock, Stock (subject to appropriate adjustments for stock splits, stock dividends, combinations or other recapitalizations and hereafter referred to as the "Original Series A Issue Price")) as adjusted to reflect any ----------------------------- share split, (ii) $4.43 for each outstanding share of dividend, combination, reclassification or similar event involving the Series B A Preferred Stock (subject to appropriate adjustments for stock splitsStock, stock dividends, combinations or other recapitalizations and hereafter referred to as the "Original Series B Issue Price"), and (iii) an amount equal to plus any declared but unpaid dividends on such share, and (ii) an amount equal to a ten percent (10%) annual rate of return compounded annually, from the date of issuance of such stock through the date on which such payment is made, on the Original Series A Issue Price or (B) the value such holder would receive if each outstanding share of the Series A Preferred Stock had been converted into Common Stock pursuant to Section 4 hereof immediately prior to such liquidation, dissolution or winding up of this corporation (treating the Series B A Preferred Stock, Stock for purposes of this Section as applicablebeing fully convertible notwithstanding any provision to the contrary contained herein). If upon the occurrence of such event, the assets and funds thus to be distributed among the holders of the Series A Preferred Stock and the Series B Preferred Stock shall be are insufficient to permit the payment to such holders of the full aforesaid preferential amounts, then, then the entire assets and funds of the corporation legally available for distribution shall be distributed ratably among the holders of the Series A Preferred Stock and the Series B Preferred Stock in proportion to the aggregate liquidation preferences of the respective series, and ratably among the holders of that series in proportion to the amount of such stock then owned by each such holder.

Liquidation Preference. a. In the event of any liquidation, dissolution or winding up of this corporationthe Corporation, either voluntary or involuntaryinvoluntary (each a “Liquidation Event”), the holders of Series A Preferred Stock and Series B B1 Preferred Stock shall be entitled to receive, receive pari passu with any Distribution of any of the assets of the Corporation to the holders of the Corporation’s Series B Preferred Stock and prior and in preference to any distribution Distribution of any of the assets of this corporation the Corporation to the holders of Common Stock the Corporation’s securities other than Senior Securities by reason of their ownership thereofof such stock, but not prior to any holders of the Corporation’s Senior Securities, which holders of the Senior Securities shall have priority to the Distribution of any assets of the Corporation, an amount per share for each share of Series B1 Preferred Stock held by them equal to the sum of (i) $2.00 for each outstanding share of Series A Preferred Stockthe Liquidation Preference, (subject to appropriate adjustments for stock splits, stock dividends, combinations or other recapitalizations and hereafter referred to as the "Original Series A Issue Price"), (ii) $4.43 for each outstanding share of Series B Preferred Stock (subject to appropriate adjustments for stock splits, stock dividends, combinations or other recapitalizations all Accrued Dividends and hereafter referred to as the "Original Series B Issue Price"), and (iii) an amount equal to all declared but unpaid dividends on such share of Series A Preferred Stock or Series B B1 Preferred Stock, as applicable. If upon the occurrence liquidation, dissolution or winding up of such eventthe Corporation, the assets and funds thus distributed among of the Corporation legally available for distribution to the holders of the Series A B1 Preferred Stock (i.e., after payment of the Corporation’s liabilities and payment to any holders of the Corporation’s Senior Securities and pari passu with the holders of the Series B Preferred Stock shall be Stock) are insufficient to permit the payment to such holders of the full aforesaid preferential amounts, then, amounts specified in this Section then the entire assets and funds of the corporation Corporation legally available for distribution shall be distributed ratably with equal priority and pro rata among the holders of the Series A B Preferred Stock and the Series B B1 Preferred Stock in proportion to the aggregate liquidation preferences of the respective series, full amounts they would otherwise be entitled to receive pursuant to this Section and ratably among the holders of that series in proportion to the amount of such stock owned by each such holderapplicable law.

Liquidation Preference. a. (a) In the event of any liquidation, dissolution or winding up of this corporation, either voluntary or involuntary, subject to the rights of the Senior Preferred Stock and the rights of series of Preferred Stock that may from time to time come into existence in accordance with and subject to the terms hereof, including, without limitation, Section 8(b) hereof, the holders of Series A Preferred Stock and Series B Preferred Stock shall be entitled to receivereceive after any distribution with respect to Senior Preferred Stock and, prior and in preference to any distribution of any of the assets of this corporation to the holders of Common Stock any Junior Securities by reason of their ownership thereof, an amount per share (the "Liquidation Preference") equal to the sum of (i) [$2.00 8.4746]/1/ for each outstanding share of Series A Preferred Stock, Stock (subject to appropriate adjustments for stock splits, stock dividends, combinations or other recapitalizations and hereafter referred to as the "Original Series A Issue Price"), ) and (ii) $4.43 for each outstanding accrued but unpaid dividends on such share of Series B Preferred Stock (subject to appropriate adjustments adjustment of such fixed dollar amounts for any stock splits, stock dividends, combinations combinations, recapitalizations or other recapitalizations and hereafter referred to as the "Original Series B Issue Price"like), and (iii) an amount equal to declared but unpaid dividends on such share of Series A Preferred Stock or Series B Preferred Stock, as applicable. If upon the occurrence of such event, the assets and funds thus distributed among the holders of the Series A Preferred Stock and the Series B Preferred Stock shall be insufficient to permit the payment to such holders of the full aforesaid preferential amountsamounts to which the holders of the Series A Preferred Stock and Series B Preferred Stock are entitled, then, the entire assets and funds of the this corporation legally available for distribution shall be distributed ratably among the holders of the Series A Preferred Stock and the Series B Preferred Stock in proportion to the aggregate liquidation preferences of amount payable to such holders. If the respective seriesCorporation issues the Series B Preferred Stock in accordance with the Merger Agreement, the Series A Preferred Stock and ratably among the holders of that series in proportion Series B Preferred Stock shall rank pari passu with respect to the amount of such stock owned by each such holderdistributions on liquidation.