Common use of Liquidation Preference Clause in Contracts

Liquidation Preference. Upon any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation, the holders of shares of Series B Preferred Stock are entitled to be paid out of the assets of the Corporation legally available for distribution to its stockholders, after payment of or provision for the Corporation’s debts and other liabilities, a liquidation preference of $10.00 per share (subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization with respect to the Series B Preferred Stock), plus an amount equal to any accrued and unpaid dividends (whether or not earned, authorized or declared) thereon to and including the date of payment, but without interest, before any distribution of assets is made to holders of Junior Stock. If the assets of the Corporation legally available for distribution to stockholders are insufficient to pay in full the liquidation preference on the Series B Preferred Stock and the liquidation preference on the shares of any class or series of Parity Preferred Stock, all assets distributed to the holders of the Series B Preferred Stock and any class or series of Parity Preferred Stock shall be distributed pro rata so that the amount of assets distributed per share of Series B Preferred Stock and such class or series of Parity Preferred Stock shall in all cases bear to each other the same ratio that the liquidation preference per share on the Series B Preferred Stock and such class or series of Parity Preferred Stock bear to each other. Written notice of any distribution in connection with any such liquidation, dissolution or winding up of the affairs of the Corporation, stating the payment date or dates when, and the place or places where, the amounts distributable in such circumstances shall be payable, shall be given by first class mail, postage pre-paid, not less than 30 nor more than 60 days prior to the payment date stated therein, to each record holder of the Series B Preferred Stock at the respective addresses of such holders as the same shall appear on the stock transfer records of the Corporation. Subject to the last sentence of this Section 4, after payment of the full amount of the liquidation distributions to which they are entitled, the holders of Series B Preferred Stock will have no right or claim to any of the remaining assets of the Corporation. The consolidation or merger of the Corporation with or into another entity, a merger of another entity with or into the Corporation, a statutory share exchange by the Corporation or a sale, lease, transfer or conveyance of all or substantially all of the Corporation’s property or business shall not be deemed to constitute a liquidation, dissolution or winding up of the affairs of the Corporation. In determining whether a distribution (other than upon voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation) by dividend, redemption or other acquisition of shares of stock of the Corporation or otherwise is permitted under the Maryland General Corporation Law, no effect shall be given to amounts that would be needed, if the Corporation were to be dissolved at the time of the distribution, to satisfy the preferential rights upon dissolution of holders of the Series B Preferred Stock. Notwithstanding the above, for purposes of determining the amount each holder of shares of Series B Preferred Stock is entitled to receive with respect to a voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation, each such holder of shares of Series B Preferred Stock shall be deemed to have converted (regardless of whether such holder actually converted) such holder’s shares of Series B Preferred Stock into Common Shares immediately prior to such liquidation event if, as a result of an actual conversion, such holder would receive, in the aggregate, an amount greater than the amount that would be distributed to such holder if such holder did not convert such shares of Series B Preferred Stock into Common Shares.

Liquidation Preference. (a) Upon any voluntary or involuntary liquidation, dissolution or winding up of the affairs Corporation, before any distribution or payment shall be made to holders of shares of Common Stock or any other class or series of capital stock of the Corporation ranking, as to rights upon any voluntary or involuntary liquidation, dissolution or winding up of the Corporation, junior to the Series A Preferred Stock, the holders of shares of Series B A Preferred Stock are shall be entitled to be paid out of the assets of the Corporation legally available for distribution to its stockholders, after payment of or provision for the Corporation’s debts and other liabilitiesliabilities of the Corporation, a liquidation preference of $10.00 25,000 per share (subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization with respect to the Series B Preferred Stock)share, plus an amount equal to any accrued and unpaid dividends (whether or not earned, authorized or declared) thereon to and including up to, but excluding, the date of payment. In the event that, but without interestupon such voluntary or involuntary liquidation, before any distribution of assets is made to holders of Junior Stock. If dissolution or winding up, the available assets of the Corporation legally available for distribution to stockholders are insufficient to pay in the full amount of the liquidation preference liquidating distributions on the all outstanding shares of Series B A Preferred Stock and the liquidation preference corresponding amounts payable on the all shares of any class other classes or series of Parity capital stock of the Corporation ranking, as to liquidation rights, on parity with the Series A Preferred StockStock in the distribution of assets, all assets distributed to then the holders of the Series B A Preferred Stock and any the holders of shares of each such other class or series of Parity shares of capital stock ranking, as to rights upon any voluntary or involuntary liquidation, dissolution or winding up, on parity with the Series A Preferred Stock shall be distributed pro rata so that the amount share ratably in any such distribution of assets distributed per share of Series B Preferred Stock and such class or series of Parity Preferred Stock shall in all cases bear proportion to each other the same ratio that the liquidation preference per share on the Series B Preferred Stock and such class or series of Parity Preferred Stock bear full liquidating distributions to each otherwhich they would otherwise be respectively entitled. Written notice of any distribution in connection with any such voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation, stating the payment date or dates when, and the place or places where, the amounts distributable in such circumstances shall be payable, shall be given by first class mail, postage pre-paid, not less fewer than 30 nor days or more than 60 days prior to the payment date stated therein, to each record holder of the shares of Series B A Preferred Stock at the respective addresses of such holders as the same shall appear on the stock transfer records of the Corporation. Subject to the last sentence of this Section 4, after After payment of the full amount of the liquidation liquidating distributions to which they are entitled, the holders of Series B A Preferred Stock will have no right or claim to any of the remaining assets of the Corporation. The For purposes of liquidation rights, the consolidation or merger of the Corporation with or into another any other corporation, trust or entity, a merger of another entity with or into the Corporation, a statutory share exchange by the Corporation or a voluntary sale, lease, transfer or conveyance of all or substantially all of the Corporation’s property or business of the Corporation, shall not be deemed to constitute a liquidation, dissolution or winding up of the affairs of the Corporation. In determining whether a distribution (other than upon voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation) by dividend, redemption or other acquisition of shares of stock of the Corporation or otherwise is permitted under the Maryland General Corporation Law, no effect shall be given to amounts that would be needed, if the Corporation were to be dissolved at the time of the distribution, to satisfy the preferential rights upon dissolution of holders of the Series B Preferred Stock. Notwithstanding the above, for purposes of determining the amount each holder of shares of Series B Preferred Stock is entitled to receive with respect to a voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation, each such holder of shares of Series B Preferred Stock shall be deemed to have converted (regardless of whether such holder actually converted) such holder’s shares of Series B Preferred Stock into Common Shares immediately prior to such liquidation event if, as a result of an actual conversion, such holder would receive, in the aggregate, an amount greater than the amount that would be distributed to such holder if such holder did not convert such shares of Series B Preferred Stock into Common Shares.

Liquidation Preference. Upon In the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the CorporationCompany, the holders of shares whether voluntary or involuntary, each share of Series B C Preferred Stock are entitled to be paid shall receive, out of the legally available assets of the Corporation legally available for distribution to its stockholders, after payment of or provision for the Corporation’s debts and other liabilitiesCompany, a liquidation preference of $10.00 per share (subject to appropriate adjustment preferential distribution in the event of any stock dividend, stock split, combination or other similar recapitalization with respect to the Series B Preferred Stock), plus cash in an amount equal to the Stated Value plus any accrued and unpaid dividends (whether or not earned, authorized or declared) thereon to and including the date of payment, but without interest, before any distribution of assets is made to holders of Junior Stock. If the assets of the Corporation legally available for distribution to stockholders are insufficient to pay in full the liquidation preference on the Series B Preferred Stock and the liquidation preference on the shares of any class or series of Parity Preferred Stock, all assets distributed to the holders of the Series B Preferred Stock and any class or series of Parity Preferred Stock shall be distributed pro rata so that the amount of assets distributed per share of Series B Preferred Stock and such class or series of Parity Preferred Stock shall in all cases bear to each other the same ratio that the liquidation preference per share on the Series B Preferred Stock and such class or series of Parity Preferred Stock bear to each other. Written notice of any distribution in connection with any such liquidation, dissolution or winding up of the affairs of the Corporation, stating the payment date or dates when, and the place or places where, the amounts distributable in such circumstances shall be payable, shall be given by first class mail, postage pre-paid, not less than 30 nor more than 60 days prior to the payment date stated therein, to each record holder of the Series B Preferred Stock at the respective addresses of such holders as the same shall appear on the stock transfer records of the Corporation. Subject to the last sentence of this Section 4, after payment of the full amount of the liquidation distributions to which they are it is entitled, the holders of Series B Preferred Stock will have no right or claim to any of the remaining assets of the Corporation. The consolidation Consolidation or merger of the Corporation with or into another entity, a merger of another entity with or into the Corporation, a statutory share exchange by the Corporation or a sale, lease, transfer or conveyance sale of all or substantially all of the Corporation’s property or business assets of the Company shall not be deemed to constitute a liquidation, dissolution or winding up of the affairs of Company. Ranking: Junior to the Corporation. In determining whether a distribution Company’s Series A-1 Senior Convertible Preferred Stock, Series A-2 Senior Convertible Preferred Stock and Series B Senior Convertible Preferred Stock (other than the “Senior Preferred Stock”) with respect to any distributions upon voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation) by dividend, redemption or other acquisition of shares of stock of the Corporation or otherwise is permitted under the Maryland General Corporation Law, no effect shall be given Company. Senior to amounts that would be needed, if the Corporation were to be dissolved at the time of the distribution, to satisfy the preferential rights upon dissolution of holders of the Series B Preferred Stock. Notwithstanding the above, for purposes of determining the amount each holder of shares of Series B Preferred Common Stock is entitled to receive with respect to a voluntary any distributions upon liquidation, dissolution, winding up of the Company. The Company shall be permitted to issue new capital stock that is senior to or involuntary pari passu with the Series C Preferred Stock with respect to distributions upon liquidation, dissolution or winding up of the affairs of the Corporation, each such holder of and other rights. While any bankruptcy event is pending: (i) there shall be no dividends or other distributions on shares of Common Stock or other securities that do not, by their terms, rank senior to or pari passu with the Series B C Preferred Stock (“Junior Stock”) or any purchase, redemption, retirement or other acquisition for value or other payment in respect of Junior Stock unless the Series C Preferred Stock is paid its Stated Value plus any dividends to which it is entitled in full; and (ii) there shall be deemed to have converted (regardless of whether no such holder actually converted) such holder’s shares of dividends, distributions, purchases, redemptions, retirement, acquisitions or payments on Junior Stock in each case in cash unless the Series B C Preferred Stock into Common Shares immediately prior has first been paid in full in cash its Stated Value plus any unpaid dividends to such liquidation event if, as a result of an actual conversion, such holder would receive, in the aggregate, an amount greater than the amount that would be distributed to such holder if such holder did not convert such shares of Series B Preferred Stock into Common Shareswhich it is entitled.

Liquidation Preference. Upon Pursuant to Section 5.6(b) of the Agreement, upon any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the CorporationPartnership, the holders of shares of Series B A Preferred Stock Units are entitled to be paid out of the assets of the Corporation Partnership legally available for distribution to its stockholdersPartners, after payment of or provision for the CorporationPartnership’s debts and other liabilities, a liquidation preference of $10.00 per share (subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization with respect to the Series B Preferred Stock), plus an amount per Series A Preferred Unit that is equal to any accrued and unpaid dividends such Series A Preferred Unit’s Series A Preferred Capital (whether or not earned, authorized or declaredthe “Liquidation Preference”) thereon to and including the date of payment, but without interest, before any distribution of assets is made to holders of Junior StockUnits. If the assets of the Corporation Partnership legally available for distribution to stockholders Partners are insufficient to pay in full the liquidation preference Liquidation Preference on the Series B A Preferred Stock Units and the liquidation preference on the shares of any class or series of Parity Preferred StockUnits, all assets distributed to the holders of the Series B A Preferred Stock Units and any class or series of Parity Preferred Stock Units shall be distributed pro rata so that the amount of assets distributed per share of Series B A Preferred Stock Unit and per such class or series of Parity Preferred Stock Unit shall in all cases bear to each other the same ratio that the Liquidation Preference per Series A Preferred Unit and the liquidation preference per share on the Series B Preferred Stock and such class or series of Parity Preferred Stock Unit bear to each other. Written notice of any distribution in connection with any such liquidation, dissolution or winding up of the affairs of the CorporationPartnership, stating the payment date or dates when, and the place or places where, the amounts distributable in such circumstances shall be payable, shall be given by first class mail, postage pre-paid, not less than 30 nor more than 60 days prior to the payment date stated therein, to each record holder of the Series B A Preferred Stock Units at the respective addresses of such holders as the same shall appear on the stock transfer records of the CorporationPartnership. Subject to the last sentence of this Section 4, after After payment of the full amount of the liquidation liquidating distributions to which they are entitled, the holders of Series B A Preferred Stock Units will have no right or claim to any of the remaining assets of the CorporationPartnership. The consolidation or merger of the Corporation Partnership with or into another entity, a merger of another entity with or into the CorporationPartnership, a statutory share exchange by the Corporation Partnership or a sale, lease, transfer or conveyance of all or substantially all of the CorporationPartnership’s property or business shall not be deemed to constitute a liquidation, dissolution or winding up of the affairs of the CorporationPartnership. In Notwithstanding the above, for purposes of determining whether the amount each holder of Series A Preferred Units is entitled to receive with respect to a distribution (other than upon voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation) by dividend, redemption or other acquisition of shares of stock of the Corporation or otherwise is permitted under the Maryland General Corporation LawPartnership, no effect shall be given to amounts that would be needed, if the Corporation Partnership were to be dissolved at the time of the distribution, to satisfy the preferential rights upon dissolution of holders of the Series B A Preferred Stock. Notwithstanding the above, for purposes of determining the amount each holder of shares of Series B Preferred Stock is entitled to receive with respect to a voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation, each such holder of shares of Series B Preferred Stock shall be deemed to have converted (regardless of whether such holder actually converted) such holder’s shares of Series B Preferred Stock into Common Shares immediately prior to such liquidation event if, as a result of an actual conversion, such holder would receive, in the aggregate, an amount greater than the amount that would be distributed to such holder if such holder did not convert such shares of Series B Preferred Stock into Common SharesUnits.

Liquidation Preference. Upon Subject to the rights of any voluntary applicable Senior Units, in the event of (i) a Liquidating Event, or involuntary liquidation(ii) the merger, dissolution consolidation, reorganization or winding up other combination of the affairs of the CorporationPartnership with or into another entity (any such event, an “Optional Liquidation Preference Event”), the holders of shares of Series B Class A Convertible Preferred Stock are Units shall be entitled to be paid receive, in exchange for any Class A Convertible Preferred Unit, out of the assets of the Corporation legally available Partnership, an amount per Class A Convertible Preferred Unit equal to the Class A Convertible Preferred Unit Liquidation Preference Amount before any payment is made, or any assets are distributed, to the holders of Common Units or Junior Units but following any payment to be made or any assets to be distributed to any Senior Units and concurrent with any payment to be made or any assets to be distributed to Pari Passu Units. With respect to an Optional Liquidation Preference Event, each holder of Class A Convertible Preferred Units will have the option, in such holder’s sole discretion, to exercise its right to receive, in exchange for distribution any Class A Convertible Preferred Unit, the Class A Preferred Liquidation Preference plus all declared but unpaid Class A Preferred Distributions by delivering written notice to its stockholdersthe Partnership of such election. If, after payment of or provision for the Corporation’s debts and other liabilities, a liquidation preference of $10.00 per share (subject to appropriate adjustment in the event of any stock dividenda Liquidating Event or an Optional Liquidation Preference Event, stock split, combination or other similar recapitalization with respect to the Series B Preferred Stock), plus an amount equal to any accrued and unpaid dividends (whether or not earned, authorized or declared) thereon to and including the date of payment, but without interest, before any distribution of assets is made to holders of Junior Stock. If the assets of the Corporation legally available for distribution to stockholders Partnership are insufficient to pay the total aggregate Class A Convertible Preferred Unit Liquidation Preference Amount plus any accumulated and declared and unpaid Class A Preferred Distributions (in the case of an Optional Liquidation Preference Event, to those electing holders) and aggregate amounts, if any, to which the Pari Passu Units would be entitled upon such Liquidating Event, the holders of such Class A Convertible Preferred Units shall share in any such distribution pro rata with the holders of all Pari Passu Units outstanding in proportion to the full amounts to which they would otherwise be respectively entitled (i.e., the liquidation preference on the Series B Preferred Stock and the liquidation preference on the shares of any class or series of Parity Preferred Stock, all assets amount to be distributed to the holders of the Series B Class A Convertible Preferred Stock and any class or series of Parity Preferred Stock Units shall be distributed pro rata so that equal to the product of (i) the amount available for distribution, multiplied by (ii) a fraction, the numerator of assets distributed per share which is the aggregate Class A Convertible Preferred Unit Liquidation Preference Amount plus any accumulated and declared and unpaid Class A Preferred Distributions (in the case of Series B an Optional Liquidation Preference Event, the aggregate Class A Convertible Preferred Stock Unit Liquidation Preference Amount plus any accumulated and such class or series of Parity declared and unpaid Class A Preferred Stock shall in all cases bear to each other the same ratio that the liquidation preference per share on the Series B Preferred Stock and such class or series of Parity Preferred Stock bear to each other. Written notice of any distribution in connection with any such liquidation, dissolution or winding up Distributions of the affairs electing holders) and the denominator of which is the sum of the Corporationaggregate Class A Convertible Preferred Unit Liquidation Preference Amounts plus any accumulated and declared and unpaid Class A Preferred Distributions (in the case of an Optional Liquidation Preference Event, stating the payment date or dates when, aggregate Class A Convertible Preferred Unit Liquidation Preference Amount of the electing holders plus any accumulated and declared and unpaid Class A Preferred Distributions of such holders) and the place or places whereaggregate amounts, if any, to which the Pari Passu Units would be entitled upon such Liquidating Event). All amounts distributable in such circumstances distributed to any holder of Class A Convertible Preferred Units shall be payable, shall be given by first class mail, postage pre-paid, not less than 30 nor more than 60 days prior in cash to the payment date stated thereinextent cash is available, unless otherwise previously consented to each record holder of the Series B Preferred Stock at the respective addresses of such holders as the same shall appear on the stock transfer records of the Corporation. Subject to the last sentence of this Section 4, after payment of the full amount of the liquidation distributions to which they are entitled, the holders of Series B Preferred Stock will have no right or claim to any of the remaining assets of the Corporation. The consolidation or merger of the Corporation with or into another entity, a merger of another entity with or into the Corporation, a statutory share exchange in writing by the Corporation or a sale, lease, transfer or conveyance of all or substantially all of the Corporation’s property or business shall not be deemed to constitute a liquidation, dissolution or winding up of the affairs of the Corporation. In determining whether a distribution (other than upon voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation) by dividend, redemption or other acquisition of shares of stock of the Corporation or otherwise is permitted under the Maryland General Corporation Law, no effect shall be given to amounts that would be needed, if the Corporation were to be dissolved at the time of the distribution, to satisfy the preferential rights upon dissolution of holders of the Series B Preferred Stock. Notwithstanding the above, for purposes of determining the amount each holder of shares of Series B Preferred Stock is entitled to receive with respect to a voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation, each such holder of shares of Series B Preferred Stock shall be deemed to have converted (regardless of whether such holder actually converted) such holder’s shares of Series B Preferred Stock into Common Shares immediately prior to such liquidation event if, as a result of an actual conversion, such holder would receive, in the aggregate, an amount greater than the amount that would be distributed to such holder if such holder did not convert such shares of Series B Preferred Stock into Common Shares.

Liquidation Preference. Upon any voluntary or involuntary liquidation, dissolution or winding up In the event of the affairs a Liquidation of the CorporationSpinCo, the holders of shares of Series B the Preferred Stock are would be entitled to be paid out of the assets of the Corporation legally available for distribution to its stockholdersreceive, after payment of or provision for the Corporation’s debts and other liabilities, a liquidation preference of $10.00 per share (subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization with respect to the Series B Preferred Stock), plus an amount equal to any accrued and unpaid dividends (whether or not earned, authorized or declared) thereon prior to and including the date of payment, but without interest, before any distribution of assets is made to holders of Junior Stock. If the assets of the Corporation legally available for distribution to stockholders are insufficient to pay in full the liquidation preference on the Series B Preferred Stock and the liquidation preference on the shares of any class or series of Parity Preferred Stock, all assets distributed to the holders of the Series B Common Stock, for each share of Preferred Stock and any class or series of Parity Preferred Stock shall be distributed pro rata so that the held, an amount of assets distributed proceeds equal to $1,000 per share plus accrued but unpaid dividends. A (i) merger or consolidation (other than one in which stockholders of Series B Preferred Stock and such class or series of Parity Preferred Stock shall in all cases bear to each other the same ratio that the liquidation preference per share on the Series B Preferred Stock and such class or series of Parity Preferred Stock bear to each other. Written notice of any distribution in connection with any such liquidation, dissolution or winding up SpinCo own a majority (by voting power) of the affairs outstanding shares of the Corporationsurviving or acquiring corporation), stating the payment date or dates when, and the place or places where, the amounts distributable in such circumstances shall be payable, shall be given by first class mail, postage pre-paid, not less than 30 nor more than 60 days prior to the payment date stated therein, to each record holder of the Series B Preferred Stock at the respective addresses of such holders as the same shall appear on the stock transfer records of the Corporation. Subject to the last sentence of this Section 4, after payment of the full amount of the liquidation distributions to which they are entitled, the holders of Series B Preferred Stock will have no right or claim to any of the remaining assets of the Corporation. The consolidation or merger of the Corporation with or into another entity, a merger of another entity with or into the Corporation, a statutory share exchange by the Corporation or a (ii) sale, leasetransfer, transfer exclusive license or conveyance lease or other disposition of all or substantially all of the Corporation’s property assets of SpinCo, or business shall not be deemed to constitute (iii) acquisition of beneficial ownership of at least a liquidation, dissolution or winding up majority of the affairs equity (measured by either voting power or economic interests) of SpinCo by a person or group (as that term is defined under Rule 13d-3 promulgated under the Securities Exchange Act of 1934) other than Wabtec and its subsidiaries, will be treated as a Liquidation, thereby triggering payment of the Corporationpreferences as described above. In determining whether a distribution (other than upon voluntary or involuntary liquidation, dissolution or winding up of 1 The parties agree that the affairs of Dividend Rate is intended to result in the Corporation) by dividend, redemption or other acquisition of shares of stock of the Corporation or otherwise is permitted under the Maryland General Corporation Law, no effect shall be given to amounts that would be needed, if the Corporation were to be dissolved at the time of the distribution, to satisfy the preferential rights upon dissolution of holders of the Series B Preferred Stock. Notwithstanding the above, for purposes of determining the amount each holder of shares of Series B Preferred Stock is entitled having a fair market value equal to receive with respect to a voluntary or involuntary liquidation, dissolution or winding up of par immediately following the affairs of the Corporation, each such holder of shares of Series B Preferred Stock shall be deemed to have converted (regardless of whether such holder actually converted) such holder’s shares of Series B Preferred Stock into Common Shares immediately prior to such liquidation event ifClosing. If, as a result of changes taking place after the date of this amendment, the Dividend Rate would result in the Preferred Stock having a fair market value different than par immediately following the Closing, the parties will cooperate in good faith to adjust the Dividend Rate to the extent necessary for the Preferred Stock to have a fair market value equal to par. Voting Rights The Preferred Stock will have no voting rights, except (i) for the right to elect one director to the SpinCo board of directors if the dividend has not been paid such that an actual conversionarrearage of at least three full quarters of dividend payments exists (such board seat to remain until there is no arrearage) and (ii) as otherwise required by applicable law. The Preferred Stock will have class voting rights for amendments (including those effected by way of merger of SpinCo with another entity) that have an adverse discriminatory effect against the rights of the Preferred Stock relative to their effect on the rights of the other equity securities of SpinCo in any material respect. Optional Redemption The Preferred Stock will be redeemable, at the option of SpinCo, at any time following the seventh anniversary of the issuance of the Preferred Stock for a price equal to $1,000 per share plus accrued but unpaid dividends. No Mandatory Redemption The holders of the Preferred Stock will not have a right to require SpinCo to redeem the Preferred Stock. Transfer Restrictions The Preferred Stock will not be directly or indirectly transferrable prior to the first anniversary of issuance. Thereafter, the Preferred Stock will be freely transferable, subject to any applicable securities laws, and upon any proposed transfer to any holder other than GE or a subsidiary thereof, such holder would receivetransfer shall be subject to the written consent of Wabtec (which consent shall not be unreasonably withheld, in conditioned or delayed). Mergers For so long as the aggregatePreferred Stock is outstanding, an amount greater than SpinCo will not merge or consolidate with any other person unless the amount that would be distributed to such holder Preferred Stock either remains outstanding or is exchanged for equivalent securities of the surviving or acquiring company (except if such holder did not convert such shares of Series B Preferred Stock into Common Sharestransaction is treated as a Liquidation as described above).

Liquidation Preference. Upon In the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation, the holders Holders of shares of Series B A Convertible Preferred Stock are entitled then outstanding shall be entitled, for each share of Series A Convertible Preferred Stock, to be paid out of the assets of the Corporation legally available for distribution to its stockholders, after payment stockholders the amount of or provision for the Corporation’s debts and other liabilities, a liquidation preference of $10.00 per share (subject to appropriate adjustment in the event of any stock dividend, stock split, combination cash or other similar recapitalization with respect to property that would be payable on the number of shares of Common Stock then issuable upon conversion of such share of Series B A Convertible Preferred Stock), plus an amount equal to any accrued and unpaid dividends Stock (whether or not earnedthen convertible) (such amount payable being adjusted appropriately to reflect any stock split, authorized stock dividend, reverse stock split, or declaredany transaction with comparable effect upon the Common Stock) thereon (the "Liquidation Preference"). This entitlement of the Holders of shares of Series A Convertible Preferred Stock, to and including the date extent equal to $.01 for each share of paymentSeries A Convertible Preferred Stock, but without interest, shall be satisfied before any similar payment shall be made or any assets distributed to the holders of the Common Stock or any other security junior in rank to the Series A Convertible Preferred Stock as to distribution of assets is made to upon such dissolution, liquidation or winding up and otherwise shall be satisfied on a pari passu basis with the holders of Junior the Common Stock. If the assets of the Corporation legally available for distribution to stockholders are insufficient not sufficient to pay in full the liquidation preference on payments payable to all of the Holders of the outstanding shares of Series B A Convertible Preferred Stock and Stock, then the Holders of all such shares shall share ratably in such distribution of assets in accordance with the liquidation preference on the shares of any class or series of Parity Preferred Stock, all assets distributed to the holders of the Series B Preferred Stock and any class or series of Parity Preferred Stock shall be distributed pro rata so that the amount of assets distributed per share of Series B Preferred Stock and such class or series of Parity Preferred Stock shall in all cases bear to each other the same ratio that the liquidation preference per share on the Series B Preferred Stock and such class or series of Parity Preferred Stock bear to each other. Written notice of any distribution in connection with any such liquidation, dissolution or winding up of the affairs of the Corporation, stating the payment date or dates when, and the place or places where, the amounts distributable in such circumstances shall be payable, shall be given by first class mail, postage pre-paid, not less than 30 nor more than 60 days prior to the payment date stated therein, to each record holder of the Series B Preferred Stock at the respective addresses of such holders as the same shall appear on the stock transfer records of the Corporation. Subject to the last sentence of this Section 4, after payment of the full amount of the liquidation distributions to which they are entitled. For the purposes of this section, neither the holders voluntary sale, conveyance, exchange or transfer (for cash, shares of Series B Preferred Stock will have no right stock, securities or claim to any other consideration) of all or substantially all of the remaining property or assets of the Corporation. The Corporation nor the consolidation or merger of the Corporation with one or into another entity, a merger of another entity with or into the Corporation, a statutory share exchange by the Corporation or a sale, lease, transfer or conveyance of all or substantially all of the Corporation’s property or business more other corporations shall not be deemed to constitute be a liquidation, dissolution or winding up of the affairs of the Corporation. In determining whether a distribution (other than upon up, voluntary or involuntary liquidationinvoluntary, unless such voluntary sale, conveyance, exchange or transfer shall be in connection with a dissolution or winding up of the affairs business of the Corporation) by dividend, redemption or other acquisition of shares of stock of the Corporation or otherwise is permitted under the Maryland General Corporation Law, no effect shall be given to amounts that would be needed, if the Corporation were to be dissolved at the time of the distribution, to satisfy the preferential rights upon dissolution of holders of the Series B Preferred Stock. Notwithstanding the above, for purposes of determining the amount each holder of shares of Series B Preferred Stock is entitled to receive with respect to a voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation, each such holder of shares of Series B Preferred Stock shall be deemed to have converted (regardless of whether such holder actually converted) such holder’s shares of Series B Preferred Stock into Common Shares immediately prior to such liquidation event if, as a result of an actual conversion, such holder would receive, in the aggregate, an amount greater than the amount that would be distributed to such holder if such holder did not convert such shares of Series B Preferred Stock into Common Shares5.

Liquidation Preference. Upon any voluntary or involuntary liquidation, dissolution or winding winding-up of the affairs of the CorporationCompany, the holders of shares of Series B Preferred Stock are Holders will be entitled to be paid paid, out of the assets of the Corporation legally Company available for distribution to its stockholders, after payment the Liquidation Preference per share of Redeemable Preferred Stock, plus, without duplication, an amount in cash equal to all accumulated and unpaid dividends (including any Total Cash Dividends in Arrears), if any, thereon to the date fixed for liquidation, dissolution or provision winding-up (including an amount equal to a prorated dividend for the Corporation’s debts and other liabilitiesperiod from the last Dividend Payment Date to the date fixed for liquidation, a liquidation preference of $10.00 per share (subject to appropriate adjustment dissolution or winding-up), plus, in the event case of the Series C Redeemable Preferred Stock only, an amount in cash equal to the Common Participation Amount, before any stock dividenddistribution is made on any Junior Securities, stock splitincluding, combination without limitation, on any Common Stock of the Company. If, upon any voluntary or other similar recapitalization involuntary liquidation, dissolution or winding-up of the Company, the amounts payable with respect to the Series B Redeemable Preferred Stock)Stock and all other Parity Securities are not paid in full, plus an amount equal to any accrued the Holders of the Redeemable Preferred Stock and unpaid dividends (whether or not earned, authorized or declared) thereon to the holders of the Parity Securities will share equally and including the date of payment, but without interest, before ratably in any distribution of assets is made to holders of Junior Stock. If the assets of the Corporation legally available for distribution Company in proportion to stockholders are insufficient their relative liquidation preferences, together with all accumulated and unpaid dividends to pay in full the liquidation preference on the Series B Preferred Stock and the liquidation preference on the shares of any class or series of Parity Preferred Stock, all assets distributed to the holders of the Series B Preferred Stock and any class or series of Parity Preferred Stock shall be distributed pro rata so that the amount of assets distributed per share of Series B Preferred Stock and such class or series of Parity Preferred Stock shall in all cases bear to which each other the same ratio that the liquidation preference per share on the Series B Preferred Stock and such class or series of Parity Preferred Stock bear to each otheris entitled. Written notice of any distribution in connection with any such liquidation, dissolution or winding up of the affairs of the Corporation, stating the payment date or dates when, and the place or places where, the amounts distributable in such circumstances shall be payable, shall be given by first class mail, postage pre-paid, not less than 30 nor more than 60 days prior to the payment date stated therein, to each record holder of the Series B Preferred Stock at the respective addresses of such holders as the same shall appear on the stock transfer records of the Corporation. Subject to the last sentence of this Section 4, after After payment of the full amount of the liquidation distributions Liquidation Preference and, without duplication, accumulated and unpaid dividends (including any Total Cash Dividends in Arrears) to which they are entitled, and, in the holders case of the Series B C Redeemable Preferred Stock only, an amount in cash equal to the Common Participation Amount, Holders will have no right or claim not be entitled to any further participation in any distribution of the remaining assets of the CorporationCompany. The consolidation or merger For the avoidance of doubt, the Corporation Series A Redeemable Preferred Stock, the Series B Redeemable Preferred Stock and the Series C Redeemable Preferred Stock shall constitute Parity Securities with or into another entityrespect to one another. For the purposes of this Section 3, a merger of another entity with or into neither the Corporation, a statutory share exchange by the Corporation or a sale, leaseconveyance, exchange or transfer (for cash, shares of stock, securities or conveyance other consideration) of all or substantially all of the Corporation’s property or business assets of the Company nor the consolidation or merger of the Company with one or more entities shall not be deemed to constitute be a liquidation, dissolution or winding winding-up of the affairs Company. Any payment of the Corporation. In determining whether a distribution (other than upon voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation) by dividend, redemption or other acquisition of shares of stock of the Corporation or otherwise is permitted under the Maryland General Corporation Law, no effect accumulated and unpaid dividends shall be given to amounts that would be needed, if the Corporation were to be dissolved at the time of the distribution, to satisfy the preferential rights upon dissolution of holders of the Series B Preferred Stock. Notwithstanding the above, for purposes of determining the amount each holder of shares of Series B Preferred Stock is entitled to receive with respect to a voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation, each such holder of shares of Series B Preferred Stock shall be deemed to have converted (regardless of whether such holder actually converted) such holder’s shares of Series B Preferred Stock into Common Shares immediately paid prior to such liquidation event if, as a result of an actual conversion, such holder would receive, in the aggregate, an amount greater than the amount that would be distributed any other payments called for pursuant to such holder if such holder did not convert such shares of Series B Preferred Stock into Common Sharesthis Section 3.

Liquidation Preference. Upon In the event of any voluntary or involuntary liquidation, dissolution or winding winding-up of the affairs of the Corporation, the holders of shares each holder of Series B A Preferred Stock are shall be entitled to be paid receive out of the assets of the Corporation legally available for distribution to its stockholders, after payment stockholders of or provision for the Corporation’s debts and other liabilities, a liquidation preference of $10.00 per share (subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization with respect to the Series B Preferred Stock), plus an amount equal to any accrued and unpaid dividends (whether or not earned, authorized or declared) thereon to and including the date of payment, but without interest, before any distribution of assets is made to holders of Junior Stock. If on the assets common stock, par value $0.01 per share, of the Corporation legally available for (the “Common Stock”) or on any other class or series of stock of the Corporation that is not Parity Stock or Senior Stock (each as defined below), but after distributions of assets on each class or series of stock of the Corporation (including any series of Preferred Stock established after the date this Certificate of Designation becomes effective) the terms of which expressly provide that such class or series ranks senior to the Series A Preferred Stock as to distribution of assets upon the liquidation, winding-up or dissolution of the Corporation (“Senior Stock”), an amount equal to stockholders $0.01 per share of Series A Preferred Stock. If, upon any voluntary or involuntary liquidation, dissolution, or winding-up of the Corporation, the Corporation’s assets, or proceeds thereof, distributable among the holders of the Series A Preferred Stock are insufficient to pay in full the liquidation preference on the Series B Preferred Stock preferential amount aforesaid and the liquidation preference on the shares of any class or series of stock of the Corporation (including any series of Preferred Stock established after the date this Certificate of Designation becomes effective) the terms of which expressly provide that such class or series ranks pari passu with the Series A Preferred Stock as to distribution of assets upon the liquidation, winding-up or dissolution of the Corporation (“Parity Preferred Stock”), all assets then such assets, or the proceeds thereof, shall be distributed to among the holders of the Series B A Preferred Stock and any class or series of other Parity Preferred Stock shall equally and ratably in proportion to the respective amounts that would be distributed pro rata so that the amount of assets distributed per share payable on such shares of Series B A Preferred Stock and any such class other Parity Stock if all amounts payable thereon were paid in full. Neither the voluntary sale, conveyance, exchange or series transfer, for cash, shares of Parity Preferred Stock shall in stock, securities or other consideration, of all cases bear to each or substantially all of the Corporation’s property or assets, nor the merger or consolidation of the Corporation with or into any corporation or other entity or the same ratio that the liquidation preference per share on the Series B Preferred Stock and such class merger or series of Parity Preferred Stock bear to each other. Written notice consolidation of any distribution in connection corporation or other entity with any such or into the Corporation shall be deemed to be a voluntary or involuntary liquidation, dissolution or winding of winding-up of the affairs of the Corporation, stating the payment date or dates when, and the place or places where, the amounts distributable in such circumstances shall be payable, shall be given by first class mail, postage pre-paid, not less than 30 nor more than 60 days prior to the payment date stated therein, to each record holder of the Series B Preferred Stock at the respective addresses of such holders as the same shall appear on the stock transfer records of the Corporation. Subject After the payment to the last sentence of this Section 4, after payment of the full amount of the liquidation distributions to which they are entitled, the holders of Series B A Preferred Stock will of the full preferential amounts provided for above, such holders as such shall have no right or claim to any of the remaining assets of the Corporation. The consolidation or merger If any assets of the Corporation with or into another entity, a merger of another entity with or into the Corporation, a statutory share exchange by the Corporation or a sale, lease, transfer or conveyance of all or substantially all distributed to holders of the Corporation’s property or business shall not be deemed to constitute a Series A Preferred Stock in connection with any liquidation, dissolution dissolution, or winding up of the affairs Corporation are other than cash, then the value of such assets shall be their fair market value as determined in good faith by written resolution of the Corporation. In determining whether a distribution (other than upon voluntary or involuntary liquidation, dissolution or winding up Board of the affairs of the Corporation) by dividend, redemption or other acquisition of shares of stock of the Corporation or otherwise is permitted under the Maryland General Corporation Law, no effect shall be given to amounts that would be needed, if the Corporation were to be dissolved at the time of the distribution, to satisfy the preferential rights upon dissolution of holders of the Series B Preferred Stock. Notwithstanding the above, for purposes of determining the amount each holder of shares of Series B Preferred Stock is entitled to receive with respect to a voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation, each such holder of shares of Series B Preferred Stock shall be deemed to have converted (regardless of whether such holder actually converted) such holder’s shares of Series B Preferred Stock into Common Shares immediately prior to such liquidation event if, as a result of an actual conversion, such holder would receive, in the aggregate, an amount greater than the amount that would be distributed to such holder if such holder did not convert such shares of Series B Preferred Stock into Common SharesDirectors.

Liquidation Preference. Upon any (a) In the event of the liquidation, winding-up or dissolution of the business of the Company, whether voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporationinvoluntary, the holders of Series H Preferred Stock then outstanding, after payment or provision for payment of the debts and other liabilities of the Company and the payment or provision for payment of any distribution on any shares of the Company having a preference and a priority over the Series B H Preferred Stock on liquidation, and before any distribution to holders of any shares of the Company that are junior and subordinate to the Series H Preferred Stock on liquidation, shall be entitled to be paid out of the assets of the Corporation legally Company available for distribution to its stockholdersstockholders in respect of each share of Series H Preferred Stock, after payment the greater of or provision for (i) the Corporation’s debts and other liabilities, a liquidation preference of $10.00 then effective Liquidation Preference per share (subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization with respect to the Series B H Preferred Stock), Stock plus an amount equal to any accrued and unpaid dividends (whether or not earned, authorized or declared) thereon to from and including the most recent Dividend Payment Date through and including the date of paymentliquidation, but without interest, before any distribution of assets is made winding-up or dissolution and (ii) the amount that would be payable to the holders of Junior Stockthe Series H Preferred Stock if the shares of Series H Preferred Stock had been converted into shares of Voting Common Stock immediately prior to such liquidation, winding-up or dissolution. If In the event the assets of the Corporation legally Company available for distribution to stockholders are the holders of the Series H Preferred Stock upon any dissolution, winding-up or liquidation of the Company shall be insufficient to pay in full the liquidation preference on the Series B Preferred Stock and the liquidation preference on the shares of any class or series of Parity Preferred Stock, all assets distributed payments payable to the holders of the outstanding Series B H Preferred Stock and any class or series of all other Parity Preferred Stock shall be distributed pro rata so that the amount of assets distributed per share of Series B Preferred Stock and such class or series of Parity Preferred Stock shall in all cases bear to each other the same ratio that the liquidation preference per share on the Series B Preferred Stock and such class or series of Parity Preferred Stock bear to each other. Written notice of any distribution in connection with any such liquidation, dissolution or winding up of the affairs of the Corporation, stating the payment date or dates when, and the place or places where, the amounts distributable in such circumstances shall be payable, shall be given by first class mail, postage pre-paid, not less than 30 nor more than 60 days prior to the payment date stated therein, to each record holder of the Series B Preferred Stock at the respective addresses of such holders as the same shall appear on the stock transfer records of the Corporation. Subject to the last sentence of this Section 4, after payment of the full amount of the liquidation distributions to which they are entitledSecurities, the holders of Series B H Preferred Stock will have no right or claim and all other Parity Securities shall share ratably in such distribution of assets in proportion to any the amount which would be payable on such distribution if the amounts to which the holders of outstanding Series H Preferred Stock and the remaining assets holders of the Corporationoutstanding shares of such Parity Securities were paid in full. The consolidation or merger Except as provided in this Section 7, holders of the Corporation with or into another entity, a merger of another entity with or into the Corporation, a statutory share exchange by the Corporation or a sale, lease, transfer or conveyance of all or substantially all of the Corporation’s property or business Series H Preferred Stock shall not be deemed entitled to constitute a any distribution in the event of the liquidation, winding-up or dissolution or winding up of the affairs of the Corporation. In determining whether a distribution (other than upon voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation) by dividend, redemption or other acquisition of shares of stock of the Corporation or otherwise is permitted under the Maryland General Corporation Law, no effect shall be given to amounts that would be needed, if the Corporation were to be dissolved at the time of the distribution, to satisfy the preferential rights upon dissolution of holders of the Series B Preferred Stock. Notwithstanding the above, for purposes of determining the amount each holder of shares of Series B Preferred Stock is entitled to receive with respect to a voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation, each such holder of shares of Series B Preferred Stock shall be deemed to have converted (regardless of whether such holder actually converted) such holder’s shares of Series B Preferred Stock into Common Shares immediately prior to such liquidation event if, as a result of an actual conversion, such holder would receive, in the aggregate, an amount greater than the amount that would be distributed to such holder if such holder did not convert such shares of Series B Preferred Stock into Common SharesCompany.

Liquidation Preference. (a) Upon any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation, the holders of shares of Series B A Preferred Stock are entitled to be paid out of the assets of the Corporation legally available for distribution to its stockholders, after payment of or provision for the Corporation’s debts and other liabilities, shareholders a liquidation preference of $10.00 25.00 per share (subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization with respect to the Series B Preferred Stock“Liquidation Preference”), plus an amount equal to any accrued and unpaid dividends to, but excluding, the date of payment (whether or not earned, authorized or declared) thereon to and including the date of payment), but without interest, before any distribution of assets is made to holders of Junior Stock. If the assets common stock or any other class or series of capital stock of the Corporation legally available for that ranks junior to the Series A Preferred Stock as to liquidation rights. However, the holders of the shares of Series A Preferred Stock will not be entitled to receive the Liquidation Preference, plus any accrued and unpaid dividends, of such shares until the Liquidation Preference of any other series or class of the Corporation’s capital stock hereafter issued which ranks senior as to liquidation rights to the Series A Preferred Stock has been paid in full. The holders of Series A Preferred Stock and all series or classes of the Corporation’s capital stock which rank on a parity as to liquidation rights with the Series A Preferred Stock are entitled to share ratably, in accordance with the respective preferential amounts payable on such capital stock, in any distribution (after payment of the liquidation preference of any capital stock of the Corporation that ranks senior to stockholders are insufficient the Series A Preferred Stock as to liquidation rights) which is not sufficient to pay in full the liquidation preference on aggregate of the amounts payable thereon. Holders of Series B A Preferred Stock and the liquidation preference on the shares of any class or series of Parity Preferred Stock, all assets distributed will be entitled to the holders of the Series B Preferred Stock and any class or series of Parity Preferred Stock shall be distributed pro rata so that the amount of assets distributed per share of Series B Preferred Stock and such class or series of Parity Preferred Stock shall in all cases bear to each other the same ratio that the liquidation preference per share on the Series B Preferred Stock and such class or series of Parity Preferred Stock bear to each other. Written written notice of any distribution in connection with any event triggering the right to receive such liquidation, dissolution or winding up of the affairs of the Corporation, stating the payment date or dates when, and the place or places where, the amounts distributable in such circumstances shall be payable, shall be given by first class mail, postage pre-paid, not less than 30 nor more than 60 days prior to the payment date stated therein, to each record holder of the Series B Preferred Stock at the respective addresses of such holders as the same shall appear on the stock transfer records of the CorporationLiquidation Preference. Subject to the last sentence of this Section 4, after After payment of the full amount of the liquidation distributions Liquidation Preference, plus any accrued and unpaid dividends to which they are entitled, the holders of Series B A Preferred Stock will have no right or claim to any of the remaining assets of the Corporation. The consolidation or merger of the Corporation with or into another entityany other corporation, a merger trust or entity or of another entity any other corporation with or into the Corporation, a statutory share exchange by or the Corporation or a sale, lease, transfer lease or conveyance of all or substantially all of the Corporation’s property or business of the Corporation, shall not be deemed to constitute a liquidation, dissolution or winding up of the affairs of the Corporation. In determining whether a distribution (other than upon voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation) by dividend, redemption or other acquisition of shares of stock of the Corporation or otherwise is permitted under the Maryland General Corporation Law, no effect shall be given to amounts that would be needed, if the Corporation were to be dissolved at the time of the distribution, to satisfy the preferential rights upon dissolution of holders of the Series B Preferred Stock. Notwithstanding the above, for purposes of determining the amount each holder of shares of Series B Preferred Stock is entitled to receive with respect to a voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation, each such holder of shares of Series B Preferred Stock shall be deemed to have converted (regardless of whether such holder actually converted) such holder’s shares of Series B Preferred Stock into Common Shares immediately prior to such liquidation event if, as a result of an actual conversion, such holder would receive, in the aggregate, an amount greater than the amount that would be distributed to such holder if such holder did not convert such shares of Series B Preferred Stock into Common Shares.

Liquidation Preference. Upon Subject to the rights of any voluntary applicable Senior Units, in the event of (i) a Liquidating Event, or involuntary liquidation(ii) the merger, dissolution consolidation, reorganization or winding up other combination of the affairs of the CorporationPartnership with or into another entity (any such event, an “Optional Liquidation Preference Event”), the holders of shares of Series B Class A Convertible Preferred Stock are Units shall be entitled to be paid receive, out of the assets of the Corporation legally available for distribution to its stockholdersPartnership, after payment of or provision for the Corporation’s debts and other liabilities, a liquidation preference of $10.00 an amount per share (subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization with respect Class A Convertible Preferred Unit equal to the Series B Class A Convertible Preferred Stock), Unit Liquidation Preference Amount plus an amount equal to any accrued and all accumulated or declared but unpaid dividends (whether or not earned, authorized or declared) thereon to and including the date of payment, but without interestClass A Preferred Distributions, before any distribution of assets is payment shall be made to holders of Junior Stock. If the assets of the Corporation legally available for distribution to stockholders are insufficient to pay in full the liquidation preference on the Series B Preferred Stock and the liquidation preference on the shares of or any class or series of Parity Preferred Stock, all assets distributed to the holders of the Series B Preferred Stock and Common Units or Junior Units but following any class payment to be made or series of Parity Preferred Stock shall any assets to be distributed pro rata so that the amount of assets distributed per share of Series B Preferred Stock to any Senior Units and such class or series of Parity Preferred Stock shall in all cases bear to each other the same ratio that the liquidation preference per share on the Series B Preferred Stock and such class or series of Parity Preferred Stock bear to each other. Written notice of any distribution in connection concurrent with any Pari Passu Units. With respect to an Optional Liquidation Preference Event, each holder of Class A Convertible Preferred Units will have the option, in such liquidationholder’s sole discretion, dissolution to exercise its right to receive the Class A Preferred Liquidation Preference plus all declared but unpaid Class A Preferred Distributions by delivering written notice to the Partnership of such election. If, in the event of a Liquidating Event or winding up an Optional Liquidation Preference Event, the assets of the affairs Partnership are insufficient to pay the total aggregate Class A Convertible Preferred Unit Liquidation Preference Amount plus any accumulated and declared and unpaid Class A Preferred Distributions (in the case of the Corporation, stating the payment date or dates when, and the place or places where, the amounts distributable in such circumstances shall be payable, shall be given by first class mail, postage pre-paid, not less than 30 nor more than 60 days prior to the payment date stated thereinan Optional Liquidation Preference Event, to each record holder of the Series B Preferred Stock at the respective addresses of such holders as the same shall appear on the stock transfer records of the Corporation. Subject to the last sentence of this Section 4those electing holders) and aggregate amounts, after payment of the full amount of the liquidation distributions if any, to which they are entitledthe Pari Passu Units would be entitled upon such Liquidating Event, the holders of Series B such Class A Convertible Preferred Stock will have no right or claim Units shall share pro rata with all Pari Passu Units outstanding in any such distribution in proportion to any of the remaining assets of full amounts to which they would otherwise be respectively entitled (i.e., the Corporation. The consolidation or merger of the Corporation with or into another entity, a merger of another entity with or into the Corporation, a statutory share exchange by the Corporation or a sale, lease, transfer or conveyance of all or substantially all of the Corporation’s property or business shall not be deemed to constitute a liquidation, dissolution or winding up of the affairs of the Corporation. In determining whether a distribution (other than upon voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation) by dividend, redemption or other acquisition of shares of stock of the Corporation or otherwise is permitted under the Maryland General Corporation Law, no effect shall be given to amounts that would be needed, if the Corporation were amount to be dissolved at distributed to the time of the distribution, to satisfy the preferential rights upon dissolution of holders of the Series B Class A Convertible Preferred Stock. Notwithstanding Units shall be equal to the above, for purposes product of determining (i) the amount each available for distribution, multiplied by (ii) a fraction, the numerator of which is the aggregate Class A Convertible Preferred Unit Liquidation Preference Amount plus any accumulated and declared and unpaid Class A Preferred Distributions (in the case of an Optional Liquidation Preference Event, the aggregate Class A Convertible Preferred Unit Liquidation Preference Amount plus any accumulated and declared and unpaid Class A Preferred Distributions of the electing holders) and the denominator of which is the sum of the aggregate Class A Convertible Preferred Unit Liquidation Preference Amounts plus any accumulated and declared and unpaid Class A Preferred Distributions (in the case of an Optional Liquidation Preference Event, the aggregate Class A Convertible Preferred Unit Liquidation Preference Amount of the electing holders plus any accumulated and declared and unpaid Class A Preferred Distributions) and the aggregate amounts, if any, to which the Pari Passu Units would be entitled upon such Liquidating Event). All amounts distributed to any holder of shares of Series B Class A Convertible Preferred Stock is entitled to receive with respect to a voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation, each such holder of shares of Series B Preferred Stock Units shall be deemed in cash to have converted (regardless of whether such holder actually converted) the extent cash is available, unless otherwise previously consented to in writing by such holder’s shares of Series B Preferred Stock into Common Shares immediately prior to such liquidation event if, as a result of an actual conversion, such holder would receive, in the aggregate, an amount greater than the amount that would be distributed to such holder if such holder did not convert such shares of Series B Preferred Stock into Common Shares.

Liquidation Preference. Upon (a) In the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the CorporationCorporation (referred to herein sometimes as a “Liquidation Event”; it being understood that a Fundamental Change shall not constitute a Liquidation Event), the holders Holders of shares of Series B A Preferred Stock are then outstanding shall be entitled to be paid receive, out of the assets of the Corporation legally available for distribution to its stockholdersfunds, after payment the sum of or provision for (i) the Corporation’s debts and other liabilities, a liquidation preference of $10.00 25.00 per share of Series A Preferred Stock (subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization with respect to the Series B Preferred Stock), plus “Liquidation Preference”) and (ii) an amount equal to any accrued and unpaid dividends (whether or not earned, authorized or declared) thereon to and including to, but not including, the date of paymentpayment thereof, but without interest, before any distribution of assets is made to any holders of Common Shares or any other classes or series of Junior StockSecurities as to liquidation rights that the Corporation then has outstanding. If (b) If, upon any such Liquidation Event, the assets of the Corporation legally available for distribution to stockholders are insufficient to pay in make full payment of the liquidation preference on the Series B Preferred Stock Liquidation Preference plus an amount equal to any accrued and unpaid dividends to Holders and the liquidation preference on amounts due upon liquidation, dissolution or winding up of the Corporation with respect to the shares of any class or series of Parity Preferred StockSecurities as to liquidation rights, all assets distributed to then the Holders and the holders of the Series B Preferred Stock and any class all other such classes or series of Parity Preferred Stock Securities as to liquidation rights shall be distributed pro rata so that the amount share ratably in any distribution of assets distributed per share of Series B Preferred Stock and such class or series of Parity Preferred Stock shall in all cases bear proportion to each other the same ratio that the liquidation preference per share on the Series B Preferred Stock and such class or series of Parity Preferred Stock bear full liquidating distributions to each otherwhich they would otherwise be respectively entitled. (c) Written notice of any distribution in connection with any such liquidation, dissolution or winding up of the affairs of the CorporationLiquidation Event, stating the payment date or dates when, and the place or places where, the amounts distributable in such circumstances shall be payable, shall be given by first class mail, postage pre-paidprepaid, not less than 30 nor more than 60 calendar days prior to immediately preceding the payment date stated therein, to each record holder of the Series B Preferred Stock Holder at the respective addresses of such holders Holders as the same shall appear on the stock transfer records of the Corporation. Subject to the last sentence of this Section 4, after (d) After payment of the full amount of the liquidation distributions Liquidation Preference, plus an amount equal to any accrued and unpaid dividends, to which they Holders are entitled, the holders of Series B Preferred Stock will a Holder shall have no right or claim to participate in any further distribution of, or to receive, any of the remaining assets of the Corporation. The consolidation or merger of the Corporation with or into another entity, a merger of another entity with or into the Corporation, a statutory share exchange by the Corporation or a sale, lease, transfer or conveyance of all or substantially all of the Corporation’s property or business shall not be deemed to constitute a liquidation, dissolution or winding up of the affairs of the Corporation. In determining whether a distribution (other than upon voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporationa Liquidation Event) by dividend, redemption or other acquisition of shares of stock of the Corporation or otherwise is permitted under the Maryland General Corporation Law, no effect shall be given to amounts that would be needed, if the Corporation were to be dissolved at the time of the distribution, to satisfy the preferential rights upon dissolution of holders of the Series B Preferred Stock. Notwithstanding the above, for purposes of determining the amount each holder of shares of Series B A Preferred Stock is entitled to receive with respect to a voluntary or involuntary liquidation, upon dissolution or winding up of the affairs of the Corporation, each such holder of shares of Series B Preferred Stock shall be deemed to have converted (regardless of whether such holder actually converted) such holder’s shares of Series B Preferred Stock into Common Shares immediately prior to such liquidation event if, as a result of an actual conversion, such holder would receive, in the aggregate, an amount greater than the amount that would be distributed to such holder if such holder did not convert such shares of Series B Preferred Stock into Common Shares. 6.

Liquidation Preference. Upon In the event of a liquidation, dissolution or winding up of the Corporation, whether voluntary or involuntary, the holders of then-outstanding shares of Series B Preferred Stock shall be entitled to receive out of the assets of the Corporation, whether such assets are capital or surplus of any nature, an amount per share equal to the greater of (A) the sum of (i) the Stated Value thereof and (ii) the dividends, if any, accumulated or deemed to have accumulated thereon to the date of final distribution to such holders, whether or not such dividends are declared, and (B) the amount that would be payable to such holders if the holders had converted all outstanding shares of Series B Preferred Stock into shares of Common Stock immediately prior to such liquidation, dissolution or winding up, and shall, after the holders of Common Stock have received an amount per share of Common Stock equal to the amount paid per share of Series B Preferred Stock, be entitled to participate on a pro rata basis with the holders of Common Stock. After any such payment in full, the holders of Series B Preferred Stock shall not, as such, be entitled to any further participation in any distribution of assets of the Corporation. All the assets of the Corporation available for distribution to stockholders after the liquidation preferences of any Senior Liquidation Securities shall be distributed ratably (in proportion to the full distributable amounts to which holders of Series B Preferred Stock and Parity Liquidation Securities, if any, are respectively entitled upon such dissolution, liquidation or winding up) among the holders of the then-outstanding shares of Series B Preferred Stock and Parity Liquidation Securities, if any, when such assets are not sufficient to pay in full the aggregate amounts payable thereon. Neither a consolidation or merger of the Corporation with or into any other Person or Persons, nor a sale, conveyance, lease, exchange or transfer of all or part of the Corporation's assets for cash, securities or other property to a Person or Persons shall be deemed to be a liquidation, dissolution or winding up of the Corporation for purposes of this Article IV, but the holders of shares of Series B Preferred Stock shall nevertheless be entitled from and after any such consolidation, merger or sale, conveyance, lease, exchange or transfer of all or part of the Corporation's assets to the rights provided by this Article IV following any such transaction. Notice of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation, the holders of shares of Series B Preferred Stock are entitled to be paid out of the assets of the Corporation legally available for distribution to its stockholders, after payment of or provision for the Corporation’s debts and other liabilities, a liquidation preference of $10.00 per share (subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization with respect to the Series B Preferred Stock), plus an amount equal to any accrued and unpaid dividends (whether or not earned, authorized or declared) thereon to and including the date of payment, but without interest, before any distribution of assets is made to holders of Junior Stock. If the assets of the Corporation legally available for distribution to stockholders are insufficient to pay in full the liquidation preference on the Series B Preferred Stock and the liquidation preference on the shares of any class or series of Parity Preferred Stock, all assets distributed to the holders of the Series B Preferred Stock and any class or series of Parity Preferred Stock shall be distributed pro rata so that the amount of assets distributed per share of Series B Preferred Stock and such class or series of Parity Preferred Stock shall in all cases bear to each other the same ratio that the liquidation preference per share on the Series B Preferred Stock and such class or series of Parity Preferred Stock bear to each other. Written notice of any distribution in connection with any such liquidation, dissolution or winding up of the affairs of the Corporation, stating the payment date or dates when, and the place or places where, the amounts distributable to each holder of shares of Series B Preferred Stock in such circumstances shall be payable, shall be given by first first-class mail, postage pre-paidprepaid, mailed not less than 30 nor more than 60 45 days prior to the any payment date stated therein, to each holders of record holder of the Series B Preferred Stock at the respective addresses of such holders as the same shall they appear on the stock transfer records of the Corporation. Subject to the last sentence of this Section 4, after payment of the full amount of the liquidation distributions to which they are entitled, the holders of Series B Preferred Stock will have no right or claim to any of the remaining assets of the Corporation. The consolidation or merger record books of the Corporation with or into another entity, a merger of another entity with or into the Corporation, a statutory share exchange by the Corporation or a sale, lease, transfer or conveyance of all or substantially all as of the Corporation’s property or business shall not be deemed to constitute a liquidation, dissolution or winding up of the affairs of the Corporation. In determining whether a distribution (other than upon voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation) by dividend, redemption or other acquisition of shares of stock of the Corporation or otherwise is permitted under the Maryland General Corporation Law, no effect shall be given to amounts that would be needed, if the Corporation were to be dissolved at the time of the distribution, to satisfy the preferential rights upon dissolution of holders of the Series B Preferred Stock. Notwithstanding the above, for purposes of determining the amount each holder of shares of Series B Preferred Stock is entitled to receive with respect to a voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation, each date such holder of shares of Series B Preferred Stock shall be deemed to have converted (regardless of whether such holder actually converted) such holder’s shares of Series B Preferred Stock into Common Shares immediately prior to such liquidation event if, as a result of an actual conversion, such holder would receive, in the aggregate, an amount greater than the amount that would be distributed to such holder if such holder did not convert such shares of Series B Preferred Stock into Common Sharesnotices are first mailed.

Liquidation Preference. (a) Upon any voluntary or involuntary liquidation, dissolution or winding up of the affairs Trust, before any distribution or payment shall be made to holders of Common Shares or any other class or series of beneficial interest of the CorporationTrust ranking, as to rights upon any voluntary or involuntary liquidation, dissolution or winding up of the Trust, junior to the Series A Preferred Shares, the holders of shares of Series B A Preferred Stock are Shares shall be entitled to be paid out of the assets of the Corporation Trust legally available for distribution to its stockholdersshareholders, after payment of or provision for the Corporation’s debts and other liabilitiesliabilities of the Trust, a liquidation preference of $10.00 25.00 per share (subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization with respect to the Series B A Preferred Stock)Share, plus an amount per Series A Preferred Share equal to any all accrued and unpaid dividends (whether or not earned, authorized or declared) thereon to and including but excluding the date of payment. In the event that, but without interestupon such voluntary or involuntary liquidation, before any distribution of assets is made to holders of Junior Stock. If dissolution or winding up, the available assets of the Corporation legally available for distribution to stockholders Trust are insufficient to pay in the full amount of the liquidation preference liquidating distributions on the all outstanding Series B A Preferred Stock Shares and the liquidation preference corresponding amounts payable on the all shares of any class other classes or series of Parity Preferred Stock, all assets distributed to the holders beneficial interest of the Series B Preferred Stock and any class or series of Parity Preferred Stock shall be distributed pro rata so that the amount of assets distributed per share of Series B Preferred Stock and such class or series of Parity Preferred Stock shall in all cases bear Trust ranking, as to each other the same ratio that the liquidation preference per share on the Series B Preferred Stock and such class or series of Parity Preferred Stock bear to each other. Written notice of any distribution in connection with any such rights upon liquidation, dissolution or winding up of the affairs Trust, on parity with the Series A Preferred Shares in the distribution of assets, then the holders of Series A Preferred Shares and each such other class or series of shares of beneficial interest ranking, as to rights upon any voluntary or involuntary liquidation, dissolution or winding up of the CorporationTrust, on parity with the Series A Preferred Shares shall share ratably in any such distribution of assets in proportion to the full liquidating distributions to which they would otherwise be respectively entitled. Written notice of any such voluntary or involuntary liquidation, dissolution or winding up of the Trust, stating the payment date or dates when, and the place or places where, the amounts distributable in such circumstances shall be payable, shall be given by first class mail, postage pre-paid, not less fewer than 30 nor or more than 60 days prior to the payment date stated therein, to each record holder of the Series B A Preferred Stock Shares at the respective addresses of such holders as the same shall appear on the stock share transfer records of the CorporationTrust. Subject to the last sentence of this Section 4, after After payment of the full amount of the liquidation liquidating distributions to which they are entitled, the holders of Series B A Preferred Stock Shares will have no right or claim to any of the remaining assets of the CorporationTrust. The consolidation or merger of the Corporation Trust with or into another any other corporation, trust or entity, a merger of another entity with or into the Corporation, a statutory share exchange by the Corporation or a voluntary sale, lease, transfer or conveyance of all or substantially all of the Corporation’s property or business of the Trust, shall not be deemed to constitute a liquidation, dissolution or winding up of the affairs of the Corporation. In determining whether a distribution (other than upon voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation) by dividend, redemption or other acquisition of shares of stock of the Corporation or otherwise is permitted under the Maryland General Corporation Law, no effect shall be given to amounts that would be needed, if the Corporation were to be dissolved at the time of the distribution, to satisfy the preferential rights upon dissolution of holders of the Series B Preferred Stock. Notwithstanding the above, for purposes of determining the amount each holder of shares of Series B Preferred Stock is entitled to receive with respect to a voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation, each such holder of shares of Series B Preferred Stock shall be deemed to have converted (regardless of whether such holder actually converted) such holder’s shares of Series B Preferred Stock into Common Shares immediately prior to such liquidation event if, as a result of an actual conversion, such holder would receive, in the aggregate, an amount greater than the amount that would be distributed to such holder if such holder did not convert such shares of Series B Preferred Stock into Common SharesTrust.

Liquidation Preference. Upon any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the CorporationPartnership, the holders of shares of Series B A Preferred Stock Units are entitled to be paid out of the assets of the Corporation Partnership legally available for distribution to its stockholderspartners, after payment of or provision for the CorporationPartnership’s debts and other liabilities, a liquidation preference of $10.00 25.00 per share Series A Preferred Unit (subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization with respect to the Series B Preferred Stock“Base Liquidation Preference”), plus an amount equal to any accrued and unpaid dividends distributions (whether or not earned, authorized or declareddeclared by the General Partner) thereon to and including the date of payment, but without interest, before any distribution of assets is made to holders of Junior StockUnits. If the assets of the Corporation Partnership legally available for distribution to stockholders partners are insufficient to pay in full the liquidation preference on the Series B A Preferred Stock Units and the liquidation preference on the shares of any class or series of Parity Preferred StockUnits, all assets distributed to the holders of the Series B A Preferred Stock Units and any class or series of Parity Preferred Stock Units shall be distributed pro rata so that the amount of assets distributed per share of Series B A Preferred Stock Units and such class or series of Parity Preferred Stock Units shall in all cases bear to each other the same ratio that the liquidation preference per share on the Series B A Preferred Stock Unit and such class or series of Parity Preferred Stock Units bear to each other. Written notice of any distribution in connection with any such liquidation, dissolution or winding up of the affairs of the CorporationPartnership, stating the payment date or dates when, and the place or places where, the amounts distributable in such circumstances shall be payable, shall be given by first class mail, postage pre-paid, not less than 30 nor more than 60 days prior to the payment date stated therein, to each record holder of the Series B A Preferred Stock Units at the respective addresses of such holders as the same shall appear on the stock transfer records of the CorporationPartnership. Subject to the last sentence of this Section 4, after After payment of the full amount of the liquidation liquidating distributions to which they are entitled, the holders of Series B A Preferred Stock Units will have no right or claim to any of the remaining assets of the CorporationPartnership. The consolidation or merger of the Corporation Partnership with or into another entity, a merger of another entity with or into the CorporationPartnership, a statutory share exchange by the Corporation Partnership or a sale, lease, transfer or conveyance of all or substantially all of the CorporationPartnership’s property or business shall not be deemed to constitute a liquidation, dissolution or winding up of the affairs of the Corporation. In determining whether a distribution (other than upon voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation) by dividend, redemption or other acquisition of shares of stock of the Corporation or otherwise is permitted under the Maryland General Corporation Law, no effect shall be given to amounts that would be needed, if the Corporation were to be dissolved at the time of the distribution, to satisfy the preferential rights upon dissolution of holders of the Series B Preferred Stock. Notwithstanding the above, for purposes of determining the amount each holder of shares of Series B Preferred Stock is entitled to receive with respect to a voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation, each such holder of shares of Series B Preferred Stock shall be deemed to have converted (regardless of whether such holder actually converted) such holder’s shares of Series B Preferred Stock into Common Shares immediately prior to such liquidation event if, as a result of an actual conversion, such holder would receive, in the aggregate, an amount greater than the amount that would be distributed to such holder if such holder did not convert such shares of Series B Preferred Stock into Common Shares.Partnership..

Liquidation Preference. Upon any voluntary or involuntary liquidation, dissolution or winding up of the affairs Corporation, holders of the Series B Preferred Stock shall be entitled to be paid, before any distribution or payment is made upon any Junior Securities, an amount in cash equal to the aggregate Liquidation Value of all such Series B Preferred Stock outstanding on the date of such liquidation, dissolution or winding up, and the holders of Series B Preferred Stock shall not be entitled to any further payment. If upon any such liquidation, dissolution or winding up of the Corporation, the holders of shares of Series B Preferred Stock are entitled Corporation’s assets (or proceeds thereof) to be paid out of the assets of the Corporation legally available for distribution to its stockholders, after payment of or provision for the Corporation’s debts and other liabilities, a liquidation preference of $10.00 per share (subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization with respect to the Series B Preferred Stock), plus an amount equal to any accrued and unpaid dividends (whether or not earned, authorized or declared) thereon to and including the date of payment, but without interest, before any distribution of assets is made to holders of Junior Stock. If the assets of the Corporation legally available for distribution to stockholders are insufficient to pay in full the liquidation preference on the Series B Preferred Stock and the liquidation preference on the shares of any class or series of Parity Preferred Stock, all assets distributed to among the holders of the Series B Preferred Stock and any class or series Parity Securities are insufficient to permit payment in full to such holders of Parity Preferred Stock the aggregate amount which they are entitled to be paid, then the entire assets to be distributed shall be distributed pro rata so that ratably among such holders based upon, in the amount case of assets distributed per share holders of the Series B Preferred Stock and such class or series Stock, the aggregate Liquidation Value of Parity Preferred Stock shall in all cases bear to each other the same ratio that the liquidation preference per share on the Series B Preferred Stock and held by each such class or series holder on the date of Parity Preferred Stock bear to each other. Written notice of any distribution in connection with any such liquidation, dissolution or winding up and, in the case of the affairs holders of the Corporation, stating the payment date or dates when, and the place or places whereany Parity Securities, the amounts distributable in liquidation preference and accumulated and unpaid dividends which they are entitled to pursuant to such circumstances Parity Securities. The Corporation shall be payablemail written notice of such liquidation, shall be given by first class mail, postage pre-paiddissolution or winding up, not less than 30 nor more than 60 10 days prior to the payment date stated statement therein, to each record holder of the Series B Preferred Stock at Stock. Neither the respective addresses of such holders as the same shall appear on the stock transfer records of the Corporation. Subject to the last sentence of this Section 4, after payment of the full amount of the liquidation distributions to which they are entitled, the holders of Series B Preferred Stock will have no right or claim to any of the remaining assets of the Corporation. The consolidation or merger of the Corporation into or with any other Person or into another entityPersons, a merger nor the reduction of another entity with or into the capital stock of the Corporation, a statutory share exchange by the Corporation or a sale, lease, transfer or conveyance of all or substantially all of the Corporation’s property or business shall not be deemed to constitute be a liquidation, dissolution or winding up of the affairs Corporation within the meaning of the Corporation. In determining whether a distribution (other than upon voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation) by dividend, redemption or other acquisition of shares of stock of the Corporation or otherwise is permitted under the Maryland General Corporation Law, no effect shall be given to amounts that would be needed, if the Corporation were to be dissolved at the time of the distribution, to satisfy the preferential rights upon dissolution of holders of the Series B Preferred Stock. Notwithstanding the above, for purposes of determining the amount each holder of shares of Series B Preferred Stock is entitled to receive with respect to a voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation, each such holder of shares of Series B Preferred Stock shall be deemed to have converted (regardless of whether such holder actually converted) such holder’s shares of Series B Preferred Stock into Common Shares immediately prior to such liquidation event if, as a result of an actual conversion, such holder would receive, in the aggregate, an amount greater than the amount that would be distributed to such holder if such holder did not convert such shares of Series B Preferred Stock into Common Sharesthis Section 5.

Liquidation Preference. (a) Upon any voluntary or involuntary liquidation, dissolution or winding winding-up of the affairs of the CorporationCompany (a “Liquidation”), the holders of shares of the Series B A Preferred Stock are shall be entitled to be paid out of the assets of the Corporation Company legally available for distribution to its stockholders, after payment of or provision for the Corporation’s debts and other liabilities, stockholders an amount in cash equal to a liquidation preference of $10.00 20.00 per share (subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization with respect to the Series B A Preferred Stock), plus an amount equal to any all accrued and unpaid dividends (whether or not earned, authorized or declared) thereon compounding at 6.5% per annum up to and including the date of paymentpayment of such amount (the “Liquidation Value”), but without interestafter payment of all the Company’s indebtedness and other obligations ranking senior under Delaware law, and before any distribution of assets is distributions or payments are made to holders of Junior Stock. If the assets of the Corporation legally available for distribution to stockholders are insufficient to pay in full the liquidation preference on the Series B Preferred Stock and the liquidation preference on the shares of any class or series of Parity Preferred Stock, all assets distributed to the holders of the Common Stock and any other equity securities ranking junior to the Series B A Preferred Stock. In the event that, upon a Liquidation, the available assets of the Company are insufficient to pay the amount of the liquidating distributions on all outstanding shares of the Series A Preferred Stock and any class the corresponding amounts payable on all shares of other classes or series of Parity the Company’s capital stock ranking on a parity with the Series A Preferred Stock in liquidation preference to which they would otherwise be respectively entitled, then the holders of the Series A Preferred Stock and all other such classes or series of capital stock ranking on a parity with the Series A Preferred Stock shall be distributed pro rata so that the amount share ratably in any such distribution of assets distributed per share of Series B Preferred Stock and such class or series of Parity Preferred Stock shall in all cases bear to each other the same ratio that the liquidation preference per share on the Series B Preferred Stock and such class or series of Parity Preferred Stock bear to each other. Written notice of any distribution in connection with any such liquidation, dissolution or winding up of the affairs of the Corporation, stating the payment date or dates when, and the place or places where, the amounts distributable in such circumstances shall be payable, shall be given by first class mail, postage pre-paid, not less than 30 nor more than 60 days prior proportion to the payment date stated therein, to each record holder of the Series B Preferred Stock at the respective addresses of such holders as the same shall appear on the stock transfer records of the Corporation. Subject to the last sentence of this Section 4, after payment of the full amount of the liquidation liquidating distributions to which they are entitledwould otherwise be respectively entitled upon such Liquidation if all amounts payable on or with respect to the shares of the Series A Preferred Stock were paid in full, and the Company shall not make or agree to make any payments to the holders of Series B Preferred Stock will have no right or claim any equity securities ranking junior to any of the remaining assets of the Corporation. The consolidation or merger of the Corporation with or into another entity, a merger of another entity with or into the Corporation, a statutory share exchange by the Corporation or a sale, lease, transfer or conveyance of all or substantially all of the Corporation’s property or business shall not be deemed to constitute a liquidation, dissolution or winding up of the affairs of the Corporation. In determining whether a distribution (other than upon voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation) by dividend, redemption or other acquisition of shares of stock of the Corporation or otherwise is permitted under the Maryland General Corporation Law, no effect shall be given to amounts that would be needed, if the Corporation were to be dissolved at the time of the distribution, to satisfy the preferential rights upon dissolution of holders of the Series B A Preferred Stock. Notwithstanding the above, for purposes of determining the amount each holder of shares of Series B Preferred Stock is entitled to receive with respect to a voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation, each such holder of shares of Series B Preferred Stock shall be deemed to have converted (regardless of whether such holder actually converted) such holder’s shares of Series B Preferred Stock into Common Shares immediately prior to such liquidation event if, as a result of an actual conversion, such holder would receive, in the aggregate, an amount greater than the amount that would be distributed to such holder if such holder did not convert such shares of Series B Preferred Stock into Common Shares.

Liquidation Preference. Upon any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the CorporationPartnership, the holders of shares of Series B Preferred Stock Units are entitled to be paid out of the assets of the Corporation Partnership legally available for distribution to its stockholdersPartners, after payment of or provision for the CorporationPartnership’s debts Debts and other liabilities, a liquidation preference of $10.00 25.00 per share unit (subject to appropriate adjustment in the event of any stock dividenda unit distribution, stock unit split, combination or other similar recapitalization with respect to the Series B Preferred StockUnits) (the “Base Liquidation Preference”), plus an amount equal to any accrued and unpaid dividends distributions (whether or not earned, authorized or declared) thereon to and including the date of payment, but without interest, before any distribution of assets is made to holders of Junior StockUnits. If the assets of the Corporation Partnership legally available for distribution to stockholders Partners are insufficient to pay in full the liquidation preference on the Series B Preferred Stock Units and the liquidation preference on the shares of any class or series of Parity Preferred StockUnits, all assets distributed to the holders of the Series B Preferred Stock Units and any class or series of Parity Preferred Stock Units shall be distributed pro rata so that the amount of assets distributed per share of Series B Preferred Stock Units and such class or series of Parity Preferred Stock Units shall in all cases bear to each other the same ratio that the liquidation preference per share on the Series B Preferred Stock Unit and such class or series of Parity Preferred Stock Units bear to each other. Written notice of any distribution in connection with any such liquidation, dissolution or winding up of the affairs of the CorporationPartnership, stating the payment date or dates when, and the place or places where, the amounts distributable in such circumstances shall be payable, shall be given by first class mail, postage pre-paid, not less than 30 nor more than 60 days prior to the payment date stated therein, to each record holder of the Series B Preferred Stock Units at the respective addresses of such holders as the same shall appear on the stock transfer records of the CorporationPartnership. Subject to the last sentence of this Section 4, after After payment of the full amount of the liquidation liquidating distributions to which they are entitled, the holders of Series B Preferred Stock Units will have no right or claim to any of the remaining assets of the CorporationPartnership. The consolidation or merger of the Corporation Partnership with or into another entity, a merger of another entity with or into the CorporationPartnership, a statutory share exchange by the Corporation Partnership or a sale, lease, transfer or conveyance of all or substantially all of the CorporationPartnership’s property Properties or business shall not be deemed to constitute a liquidation, dissolution or winding up of the affairs of the Corporation. In determining whether a distribution (other than upon voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation) by dividend, redemption or other acquisition of shares of stock of the Corporation or otherwise is permitted under the Maryland General Corporation Law, no effect shall be given to amounts that would be needed, if the Corporation were to be dissolved at the time of the distribution, to satisfy the preferential rights upon dissolution of holders of the Series B Preferred Stock. Notwithstanding the above, for purposes of determining the amount each holder of shares of Series B Preferred Stock is entitled to receive with respect to a voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation, each such holder of shares of Series B Preferred Stock shall be deemed to have converted (regardless of whether such holder actually converted) such holder’s shares of Series B Preferred Stock into Common Shares immediately prior to such liquidation event if, as a result of an actual conversion, such holder would receive, in the aggregate, an amount greater than the amount that would be distributed to such holder if such holder did not convert such shares of Series B Preferred Stock into Common SharesPartnership.

Liquidation Preference. Upon (a) In the event of any voluntary or involuntary liquidation, dissolution or winding winding-up of the affairs Company, before any payment or distribution of the Corporationassets of the Company (whether capital or surplus) shall be made to or set apart for the holders of Common Stock or any other Capital Stock ranking junior to the Series C Preferred Stock as to the distribution of assets upon the liquidation, dissolution or winding-up of the Company, the holders of shares of the Series B C Preferred Stock are shall, with respect to each such share, be entitled to be paid receive, out of the assets of the Corporation legally Company available for distribution to its stockholders, stockholders after payment of or provision for the Corporation’s payment of all debts and other liabilitiesliabilities of the Company, a liquidation preference of $10.00 per share (subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization with respect an amount equal to the Series B Preferred Stock)greater of (i) $1,000.00, plus an amount equal to any accrued and unpaid all dividends (whether or not earned, authorized earned or declared) accrued and unpaid thereon to and including the date of paymentfinal distribution and (ii) the amount that a holder of such share of Series C Preferred Stock would have received upon final distribution in respect of the number of shares of Common Stock into which such share of Series C Preferred Stock was convertible immediately prior to such date of final distribution (but no amount shall be paid in respect of the foregoing clause (ii) after the Fifteenth Anniversary Date). If, but without interestupon any such voluntary or involuntary liquidation, before any distribution dissolution or winding-up of assets is made to holders of Junior Stock. If the Company, the assets of the Corporation legally available for distribution to stockholders Company, or proceeds thereof, distributable among the holders of the shares of Series C Preferred Stock, are insufficient to pay in full the liquidation preference preferential amount aforesaid on the shares of Series B C Preferred Stock and the liquidation preference liquidating payments on the any other shares of any class or series of Parity Capital Stock ranking, as to payment of dividends and amounts upon the liquidation, dissolution or winding-up of the Company, on a parity with the Series C Preferred Stock, all assets then such assets, or the proceeds thereof, shall be distributed to among the holders of the shares of Series B C Preferred Stock and any class or series of Parity Preferred Stock shall such other parity stock ratably in accordance with the respective amounts that would be distributed pro rata so that the amount of assets distributed per share payable on such shares of Series B C Preferred Stock and such class or series of Parity Preferred Stock shall other stock if all amounts payable thereon were paid in all cases bear to each other full. For the same ratio that the liquidation preference per share on the Series B Preferred Stock and such class or series of Parity Preferred Stock bear to each other. Written notice of any distribution in connection with any such liquidation, dissolution or winding up of the affairs of the Corporation, stating the payment date or dates when, and the place or places where, the amounts distributable in such circumstances shall be payable, shall be given by first class mail, postage pre-paid, not less than 30 nor more than 60 days prior to the payment date stated therein, to each record holder of the Series B Preferred Stock at the respective addresses of such holders as the same shall appear on the stock transfer records of the Corporation. Subject to the last sentence purposes of this Section 4VI, after payment none of the full amount of the liquidation distributions to which they are entitled, the holders of Series B Preferred Stock will have no right or claim to any of the remaining assets of the Corporation. The (i) a consolidation or merger of the Corporation Company with or into another entity, (ii) a merger of another entity with or into the CorporationCompany, (iii) a statutory share exchange by the Corporation Company or (iv) a sale, lease, transfer lease or conveyance of all or substantially all of the Corporation’s property Company's assets, properties or business shall not be deemed to constitute be a liquidation, dissolution or winding winding-up of the affairs of the Corporation. In determining whether a distribution (other than upon voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation) by dividend, redemption or other acquisition of shares of stock of the Corporation or otherwise is permitted under the Maryland General Corporation Law, no effect shall be given to amounts that would be needed, if the Corporation were to be dissolved at the time of the distribution, to satisfy the preferential rights upon dissolution of holders of the Series B Preferred Stock. Notwithstanding the above, for purposes of determining the amount each holder of shares of Series B Preferred Stock is entitled to receive with respect to a voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation, each such holder of shares of Series B Preferred Stock shall be deemed to have converted (regardless of whether such holder actually converted) such holder’s shares of Series B Preferred Stock into Common Shares immediately prior to such liquidation event if, as a result of an actual conversion, such holder would receive, in the aggregate, an amount greater than the amount that would be distributed to such holder if such holder did not convert such shares of Series B Preferred Stock into Common SharesCompany.

Liquidation Preference. Upon In the event of a liquidation, dissolution or winding up of the Corporation, whether voluntary or involuntary, the holders of then-outstanding shares of Series A Preferred Stock shall be entitled to receive out of the assets of the Corporation, whether such assets are capital or surplus of any nature, an amount per share equal to the sum of (i) the dividends, if any, accumulated or deemed to have accumulated thereon to the date of final distribution to such holders, whether or not such dividends are declared, and (ii) the Stated Value thereof, and no more, before any payment shall be made or any assets distributed to the holders of any Junior Liquidation Securities. After any such payment in full, the holders of Series A Preferred Stock shall not, as such, be entitled to any further participation in any distribution of assets of the Corporation. All the assets of the Corporation available for distribution to stockholders after the liquidation preferences of any Senior Liquidation Securities shall be distributed ratably (in proportion to the full distributable amounts to which holders of Series A Preferred Stock and Parity Liquidation Securities, if any, are respectively entitled upon such dissolution, liquidation or winding up) among the holders of the then-outstanding shares of Series A Preferred Stock and Parity Liquidation Securities, if any, when such assets are not sufficient to pay in full the aggregate amounts payable thereon. Neither a consolidation or merger of the Corporation with or into any other Person or Persons, nor a sale, conveyance, lease, exchange or transfer of all or part of the Corporation's assets for cash, securities or other property to a Person or Persons shall be deemed to be a liquidation, dissolution or winding up of the Corporation for purposes of this Article IV, but the holders of shares of Series A Preferred Stock shall nevertheless be entitled from and after any such consolidation, merger or sale, conveyance, lease, exchange or transfer of all or part of the Corporation's assets to the rights provided by this Article IV following any such transaction. Notice of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation, the holders of shares of Series B Preferred Stock are entitled to be paid out of the assets of the Corporation legally available for distribution to its stockholders, after payment of or provision for the Corporation’s debts and other liabilities, a liquidation preference of $10.00 per share (subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization with respect to the Series B Preferred Stock), plus an amount equal to any accrued and unpaid dividends (whether or not earned, authorized or declared) thereon to and including the date of payment, but without interest, before any distribution of assets is made to holders of Junior Stock. If the assets of the Corporation legally available for distribution to stockholders are insufficient to pay in full the liquidation preference on the Series B Preferred Stock and the liquidation preference on the shares of any class or series of Parity Preferred Stock, all assets distributed to the holders of the Series B Preferred Stock and any class or series of Parity Preferred Stock shall be distributed pro rata so that the amount of assets distributed per share of Series B Preferred Stock and such class or series of Parity Preferred Stock shall in all cases bear to each other the same ratio that the liquidation preference per share on the Series B Preferred Stock and such class or series of Parity Preferred Stock bear to each other. Written notice of any distribution in connection with any such liquidation, dissolution or winding up of the affairs of the Corporation, stating the payment date or dates when, and the place or places where, the amounts distributable to each holder of shares of Series A Preferred Stock in such circumstances shall be payable, shall be given by first first-class mail, postage pre-paidprepaid, mailed not less than 30 nor more than 60 days prior to the any payment date stated therein, to each holders of record holder of the Series B Preferred Stock at the respective addresses of such holders as the same shall they appear on the stock transfer records of the Corporation. Subject to the last sentence of this Section 4, after payment of the full amount of the liquidation distributions to which they are entitled, the holders of Series B Preferred Stock will have no right or claim to any of the remaining assets of the Corporation. The consolidation or merger record books of the Corporation with or into another entity, a merger of another entity with or into the Corporation, a statutory share exchange by the Corporation or a sale, lease, transfer or conveyance of all or substantially all as of the Corporation’s property or business shall not be deemed to constitute a liquidation, dissolution or winding up of the affairs of the Corporation. In determining whether a distribution (other than upon voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation) by dividend, redemption or other acquisition of shares of stock of the Corporation or otherwise is permitted under the Maryland General Corporation Law, no effect shall be given to amounts that would be needed, if the Corporation were to be dissolved at the time of the distribution, to satisfy the preferential rights upon dissolution of holders of the Series B Preferred Stock. Notwithstanding the above, for purposes of determining the amount each holder of shares of Series B Preferred Stock is entitled to receive with respect to a voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation, each date such holder of shares of Series B Preferred Stock shall be deemed to have converted (regardless of whether such holder actually converted) such holder’s shares of Series B Preferred Stock into Common Shares immediately prior to such liquidation event if, as a result of an actual conversion, such holder would receive, in the aggregate, an amount greater than the amount that would be distributed to such holder if such holder did not convert such shares of Series B Preferred Stock into Common Sharesnotices are first mailed.

Liquidation Preference. Upon any voluntary or involuntary liquidation, dissolution or winding up of the affairs Corporation, before any distribution or payment shall be made to holders of shares of Common Stock or any other class or series of capital stock of the Corporation ranking, as to rights upon any voluntary or involuntary liquidation, dissolution or winding up of the Corporation, junior to the Series I Preferred Stock, the holders of shares of Series B I Preferred Stock are shall be entitled to be paid out of the assets of the Corporation legally available for distribution to its stockholders, after payment of or provision for the Corporation’s debts and other liabilitiesliabilities of the Corporation, a liquidation preference of $10.00 1825.00 per share (subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization with respect to the Series B Preferred Stock)share, plus an amount equal to any accrued and unpaid dividends (whether or not earned, authorized or declared) thereon to and including up to, but excluding, the date of payment. In the event that, but without interestupon such voluntary or involuntary liquidation, before any distribution of assets is made to holders of Junior Stock. If dissolution or winding up, the available assets of the Corporation legally available for distribution to stockholders are insufficient to pay in the full amount of the liquidation preference liquidating distributions on the all outstanding shares of Series B I Preferred Stock and the liquidation preference corresponding amounts payable on the all shares of any class other classes or series of Parity capital stock of the Corporation ranking, as to liquidation rights, on parity with the Series I Preferred StockStock in the distribution of assets, all assets distributed to then the holders of the Series B I Preferred Stock and any the holders of shares of each such other class or series of Parity shares of capital stock ranking, as to rights upon any voluntary or involuntary liquidation, dissolution or winding up, on parity with the Series I Preferred Stock shall be distributed pro rata so that the amount share ratably in any such distribution of assets distributed per share of Series B Preferred Stock and such class or series of Parity Preferred Stock shall in all cases bear proportion to each other the same ratio that the liquidation preference per share on the Series B Preferred Stock and such class or series of Parity Preferred Stock bear full liquidating distributions to each otherwhich they would otherwise be respectively entitled. Written notice of any distribution in connection with any such voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation, stating the payment date or dates when, and the place or places where, the amounts distributable in such circumstances shall be payable, shall be given by first class mail, postage pre-paid, not less fewer than 30 nor days or more than 60 days prior to the payment date stated therein, to each record holder of the shares of Series B I Preferred Stock at the respective addresses of such holders as the same shall appear on the stock transfer records of the Corporation. Subject to the last sentence of this Section 4, after After payment of the full amount of the liquidation liquidating distributions to which they are entitled, the holders of Series B I Preferred Stock will have no right or claim to any of the remaining assets of the Corporation. The For purposes of liquidation rights, the consolidation or merger of the Corporation with or into another any other Corporation, trust or entity, a merger of another entity with or into the Corporation, a statutory share exchange by the Corporation or a voluntary sale, lease, transfer or conveyance of all or substantially all of the Corporation’s property or business of the Corporation, shall not be deemed to constitute a liquidation, dissolution or winding up of the affairs of the Corporation. In determining whether a distribution (other than upon voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation) by dividend, redemption or other acquisition of shares of stock of the Corporation or otherwise is permitted under the Maryland General Corporation Law, no effect shall be given to amounts that would be needed, if the Corporation were to be dissolved at the time of the distribution, to satisfy the preferential rights upon dissolution of holders of the Series B Preferred Stock. Notwithstanding the above, for purposes of determining the amount each holder of shares of Series B Preferred Stock is entitled to receive with respect to a voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation, each such holder of shares of Series B Preferred Stock shall be deemed to have converted (regardless of whether such holder actually converted) such holder’s shares of Series B Preferred Stock into Common Shares immediately prior to such liquidation event if, as a result of an actual conversion, such holder would receive, in the aggregate, an amount greater than the amount that would be distributed to such holder if such holder did not convert such shares of Series B Preferred Stock into Common Shares.

Liquidation Preference. Upon (a) In the event of any voluntary Liquidation or involuntary liquidationRedemption Event, dissolution before any payment or winding up of the affairs of the Corporation, the holders of shares of Series B Preferred Stock are entitled to be paid out distribution of the assets of the Corporation legally available (whether capital or surplus) shall be made to or set apart for the holders of Junior Shares, the holders of Preferred Shares shall be entitled to receive for each Preferred Share then held an amount equal to the greater of (i) (A) (I) the Stated Liquidation Preference Amount in cash per Preferred Share plus (II) any dividends (whether or not earned or declared) accrued and unpaid thereon from the last Dividend Payment Date to the date of the final distribution to its stockholders, after payment such holder plus (B) solely in connection with an event that is a Liquidation as specified in clause (A) or clause (D) of the definition thereof or provision for the Corporation’s debts and other liabilitiesa Redemption Event, a liquidation preference premium equal to [·]%(2) of $10.00 the amount described in clause (i)(A) of this sentence at such time (the “Premium”) or (ii) an amount or consideration per share (Preferred Share equal to the amount or consideration which would have been payable or distributable had each Preferred Share been converted into Common Shares immediately prior to such Liquidation. The foregoing amounts shall be subject to appropriate equitable adjustment in the event of any whenever there shall occur a stock dividend, stock split, combination combination, reorganization, recapitalization, reclassification or other similar recapitalization with respect to event involving a change in the Series B Preferred Stock)Shares. Until the holders of the Preferred Shares have been paid for each Preferred Share then held the amount specified in this Section 4(a) in full, plus an amount equal no payment will be made to any accrued and unpaid dividends (whether or not earned, authorized or declared) thereon to and including the date of payment, but without interest, before any distribution of assets is made to holders holder of Junior StockShares upon Liquidation. If If, upon any such Liquidation, the assets of the Corporation legally available Corporation, or proceeds thereof, distributable among the holders of Preferred Shares for distribution to stockholders are each Preferred Share then held shall be insufficient to pay in full the liquidation preference preferential amount aforesaid and liquidating payments on the Series B Preferred Stock and the liquidation preference on the any other shares of any class or series of Parity Preferred StockShares, all assets then such assets, or the proceeds thereof, shall be distributed to among the holders of the Series B such Preferred Stock and any class or series of Parity Preferred Stock shall be distributed pro rata so that the amount of assets distributed per share of Series B Preferred Stock Shares and such class or series of other Parity Preferred Stock shall Shares ratably in all cases bear to each other accordance with the same ratio that the liquidation preference per share on the Series B Preferred Stock and such class or series of Parity Preferred Stock bear to each other. Written notice of any distribution in connection with any such liquidation, dissolution or winding up of the affairs of the Corporation, stating the payment date or dates when, and the place or places where, the amounts distributable in such circumstances shall be payable, shall be given by first class mail, postage pre-paid, not less than 30 nor more than 60 days prior to the payment date stated therein, to each record holder of the Series B Preferred Stock at the respective addresses of such holders as the same shall appear on the stock transfer records of the Corporation. Subject to the last sentence of this Section 4, after payment of the full amount of the liquidation distributions to which they are entitled, the holders of Series B Preferred Stock will have no right or claim to any of the remaining assets of the Corporation. The consolidation or merger of the Corporation with or into another entity, a merger of another entity with or into the Corporation, a statutory share exchange by the Corporation or a sale, lease, transfer or conveyance of all or substantially all of the Corporation’s property or business shall not be deemed to constitute a liquidation, dissolution or winding up of the affairs of the Corporation. In determining whether a distribution (other than upon voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation) by dividend, redemption or other acquisition of shares of stock of the Corporation or otherwise is permitted under the Maryland General Corporation Law, no effect shall be given to amounts that would be needed, payable on such Preferred Shares and such other Parity Shares if the Corporation all amounts payable thereon were to be dissolved at the time of the distribution, to satisfy the preferential rights upon dissolution of holders of the Series B Preferred Stock. Notwithstanding the above, for purposes of determining the amount each holder of shares of Series B Preferred Stock is entitled to receive with respect to a voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation, each such holder of shares of Series B Preferred Stock shall be deemed to have converted (regardless of whether such holder actually converted) such holder’s shares of Series B Preferred Stock into Common Shares immediately prior to such liquidation event if, as a result of an actual conversion, such holder would receive, paid in the aggregate, an amount greater than the amount that would be distributed to such holder if such holder did not convert such shares of Series B Preferred Stock into Common Sharesfull.

Liquidation Preference. Upon In the event of a liquidation, dissolution or winding up of the Corporation, whether voluntary or involuntary, the holders of then-outstanding shares of Series B Preferred Stock shall be entitled to receive out of the assets of the Corporation, whether such assets are capital or surplus of any nature, an amount per share equal to the sum of (i) the dividends, if any, accumulated or deemed to have accumulated thereon to the date of final distribution to such holders, whether or not such dividends are declared, and (ii) the Stated Value thereof, and no more, before any payment shall be made or any assets distributed to the holders of any Junior Liquidation Securities. After any such payment in full, the holders of Series B Preferred Stock shall not, as such, be entitled to any further participation in any distribution of assets of the Corporation. All the assets of the Corporation available for distribution to stockholders after the liquidation preferences of any Senior Liquidation Securities shall be distributed ratably (in proportion to the full distributable amounts to which holders of Series B Preferred Stock and Parity Liquidation Securities, if any, are respectively entitled upon such dissolution, liquidation or winding up) among the holders of the then-outstanding shares of Series B Preferred Stock and Parity Liquidation Securities, if any, when such assets are not sufficient to pay in full the aggregate amounts payable thereon. Neither a consolidation or merger of the Corporation with or into any other Person or Persons, nor a sale, conveyance, lease, exchange or transfer of all or part of the Corporation's assets for cash, securities or other property to a Person or Persons shall be deemed to be a liquidation, dissolution or winding up of the Corporation for purposes of this Article IV, but the holders of shares of Series B Preferred Stock shall nevertheless be entitled from and after any such consolidation, merger or sale, conveyance, lease, exchange or transfer of all or part of the Corporation's assets to the rights provided by this Article IV following any such transaction. Notice of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation, the holders of shares of Series B Preferred Stock are entitled to be paid out of the assets of the Corporation legally available for distribution to its stockholders, after payment of or provision for the Corporation’s debts and other liabilities, a liquidation preference of $10.00 per share (subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization with respect to the Series B Preferred Stock), plus an amount equal to any accrued and unpaid dividends (whether or not earned, authorized or declared) thereon to and including the date of payment, but without interest, before any distribution of assets is made to holders of Junior Stock. If the assets of the Corporation legally available for distribution to stockholders are insufficient to pay in full the liquidation preference on the Series B Preferred Stock and the liquidation preference on the shares of any class or series of Parity Preferred Stock, all assets distributed to the holders of the Series B Preferred Stock and any class or series of Parity Preferred Stock shall be distributed pro rata so that the amount of assets distributed per share of Series B Preferred Stock and such class or series of Parity Preferred Stock shall in all cases bear to each other the same ratio that the liquidation preference per share on the Series B Preferred Stock and such class or series of Parity Preferred Stock bear to each other. Written notice of any distribution in connection with any such liquidation, dissolution or winding up of the affairs of the Corporation, stating the payment date or dates when, and the place or places where, the amounts distributable to each holder of shares of Series B Preferred Stock in such circumstances shall be payable, shall be given by first first-class mail, postage pre-paidprepaid, mailed not less than 30 nor more than 60 days prior to the any payment date stated therein, to each holders of record holder of the Series B Preferred Stock at the respective addresses of such holders as the same shall they appear on the stock transfer records of the Corporation. Subject to the last sentence of this Section 4, after payment of the full amount of the liquidation distributions to which they are entitled, the holders of Series B Preferred Stock will have no right or claim to any of the remaining assets of the Corporation. The consolidation or merger record books of the Corporation with or into another entity, a merger of another entity with or into the Corporation, a statutory share exchange by the Corporation or a sale, lease, transfer or conveyance of all or substantially all as of the Corporation’s property or business shall not be deemed to constitute a liquidation, dissolution or winding up of the affairs of the Corporation. In determining whether a distribution (other than upon voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation) by dividend, redemption or other acquisition of shares of stock of the Corporation or otherwise is permitted under the Maryland General Corporation Law, no effect shall be given to amounts that would be needed, if the Corporation were to be dissolved at the time of the distribution, to satisfy the preferential rights upon dissolution of holders of the Series B Preferred Stock. Notwithstanding the above, for purposes of determining the amount each holder of shares of Series B Preferred Stock is entitled to receive with respect to a voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation, each date such holder of shares of Series B Preferred Stock shall be deemed to have converted (regardless of whether such holder actually converted) such holder’s shares of Series B Preferred Stock into Common Shares immediately prior to such liquidation event if, as a result of an actual conversion, such holder would receive, in the aggregate, an amount greater than the amount that would be distributed to such holder if such holder did not convert such shares of Series B Preferred Stock into Common Sharesnotices are first mailed.

Liquidation Preference. Upon (a) In the event of any voluntary or involuntary liquidation, dissolution or winding winding-up of the affairs of the Corporation, the holders of shares of Series B Preferred Stock are entitled to be paid out whether voluntary or involuntary, after payment or distribution of the assets of the Corporation legally available for distribution (whether capital or surplus) shall be made to its stockholders, after payment of or provision set apart for the Corporation’s debts holders of Senior Securities, and other liabilities, a liquidation preference of $10.00 per share (subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization with respect to the Series B Preferred Stock), plus an amount equal to any accrued and unpaid dividends (whether or not earned, authorized or declared) thereon to and including the date of payment, but without interest, before any payment or distribution of assets is made to holders of Junior Stock. If the assets of the Corporation legally available (whether capital or surplus) shall be made to or set apart for distribution the holders of Junior Securities, the holders of the shares of Series C Preferred Stock and Series D Preferred Stock taken together shall be entitled to stockholders are receive an amount in cash equal to the greater of (x) the aggregate Liquidation Preferences (as set forth herein and in the Series D 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 liquidation, dissolution or winding-up of the Corporation, the assets of the Corporation, or proceeds thereof, shall be insufficient to pay in full the liquidation preference aforesaid amounts under clause (x) of the preceding sentence and liquidating payments on all Parity Securities, then such assets, or proceeds thereof, shall (i) be distributed among the shares of Series B C Preferred Stock and the liquidation preference Series D Preferred Stock taken together and all such other Parity Securities ratably in accordance with the respective amounts that would be payable on the such shares of any class or series of Parity Preferred Stock, all assets distributed to the holders of the Series B Preferred Stock and any class or series of such other Parity Preferred Stock shall be distributed pro rata so that Securities if all amounts payable thereon were paid in full and (ii) the amount of assets distributed per share of distributable under clause (i) to the Series B C Preferred Stock and such class or series of Parity Series D Preferred Stock taken together, shall in all cases bear first be distributed to each other the same ratio that the liquidation preference per share on the Series B C Preferred Stock until it has received an amount equal to the aggregate Preference Amounts of all Series C Preferred Stock outstanding as of the date of liquidation and thereafter 37.5% to the Series C Preferred Stock and such class or series of Parity 62.5% to the Series D Preferred Stock bear to each otherStock. Written notice of If, upon any distribution in connection with any such liquidation, dissolution or winding winding-up of the affairs of the Corporation, stating the payment date or dates when, and the place or places where, the amounts distributable in such circumstances shall be payable, shall be given by first class mail, postage pre-paid, not less than 30 nor more than 60 days prior to the payment date stated therein, to each record holder of the Series B Preferred Stock at the respective addresses of such holders as the same shall appear on the stock transfer records of the Corporation. Subject to the last sentence of this Section 4, after payment of the full amount of the liquidation distributions to which they are entitled, the holders of Series B Preferred Stock will have no right or claim to any of the remaining assets of the Corporation, or proceeds thereof, distributable to the Series C Preferred Stock and Series D Preferred Stock taken together shall be sufficient to pay in full the aforesaid amounts under clause (x) of the first sentence of this subsection 5(a) then such amount shall first be distributed to the Series C Preferred Stock until it has received an amount equal to the aggregate Preference Amounts of all Series C Preferred Stock outstanding as of the date of liquidation and thereafter 37.5% to the Series C Preferred Stock and 62.5% to the Series D Preferred Stock. The Any amounts distributed with respect to the Series C Preferred Stock pursuant to this paragraph 5(a) shall be allocated pro rata among the shares of Series C Preferred Stock. For the purposes of this paragraph 5, neither the sale, conveyance, exchange or transfer (for cash, shares of stock, securities or other consideration) of all or substantially all of the property or assets of the Corporation nor the consolidation or merger of the Corporation with or into another entity, a merger of another entity with one or into the Corporation, a statutory share exchange by the Corporation or a sale, lease, transfer or conveyance of all or substantially all of the Corporation’s property or business more other entities shall not be deemed to constitute be a liquidation, dissolution or winding winding-up of the affairs of the Corporation. In determining whether a distribution (other than upon voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation) by dividend, redemption or other acquisition of shares of stock of the Corporation or otherwise is permitted under the Maryland General Corporation Law, no effect shall be given to amounts that would be needed, if the Corporation were to be dissolved at the time of the distribution, to satisfy the preferential rights upon dissolution of holders of the Series B Preferred Stock. Notwithstanding the above, for purposes of determining the amount each holder of shares of Series B Preferred Stock is entitled to receive with respect to a voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation, each such holder of shares of Series B Preferred Stock shall be deemed to have converted (regardless of whether such holder actually converted) such holder’s shares of Series B Preferred Stock into Common Shares immediately prior to such liquidation event if, as a result of an actual conversion, such holder would receive, in the aggregate, an amount greater than the amount that would be distributed to such holder if such holder did not convert such shares of Series B Preferred Stock into Common Shares.

Liquidation Preference. Upon any voluntary or involuntary In the event of a liquidation, dissolution or winding up of the affairs of the Corporationcorporation, whether voluntary or involuntary, the holders of shares of Series B A Preferred Stock are shall be entitled to be paid receive out of the assets of the Corporation legally available for distribution corporation, whether such assets are stated capital or surplus of any nature, an amount equal to its stockholders, after payment of or provision for the Corporation’s debts and other liabilities, a liquidation preference of $10.00 1,000 per share (subject the "LIQUIDATION PREFERENCE") plus the dividends accrued and unpaid thereon to appropriate adjustment the date of final distribution to such holders, whether or not declared, without interest, before any payment shall be made or any assets distributed to the holders of Common Stock or any other class or series of the corporation's capital stock ranking junior as to liquidation rights to the Series A Preferred Stock; provided, however, that such rights shall accrue to the holders of Series A Preferred Stock only in the event of any stock dividend, stock split, combination or other similar recapitalization that the corporation's payments with respect to the Series B Preferred Stock), liquidation preferences (plus an amount equal to any accrued and unpaid dividends (whether or not earned, authorized or declaredthereon) thereon to and including of the date of payment, but without interest, before any distribution of assets is made to holders of Junior Stockcapital stock of the corporation ranking senior as to liquidation rights to the Series A Preferred Stock (the "SENIOR LIQUIDATION STOCK") are fully met. If the assets of the Corporation legally corporation available for distribution to stockholders after the liquidation preferences (plus any accrued and unpaid dividends thereon) of the Senior Liquidation Stock are insufficient fully met are not sufficient to pay in full an amount equal to the liquidation preference on Liquidation Preference (plus any accrued and unpaid dividends thereon) to the holders of outstanding shares of Series B A Preferred Stock and the liquidation preference (plus any accrued and unpaid dividends thereon) to the holders of any other series of the corporation's capital stock which may hereafter be created in accordance with Section 6(c) hereof having liquidation rights on a parity with the shares of any class or series Series A Preferred Stock (the "PARITY LIQUIDATION STOCK"), then the assets of Parity Preferred Stock, all assets the corporation shall be distributed to ratably among the holders of the Series B A Preferred Stock and any class or series the Parity Liquidation Stock in proportion to the respective preferential amounts to which each is entitled (but only to the extent of Parity Preferred Stock shall be distributed pro rata so that the amount of assets distributed per share of Series B Preferred Stock and such class or series of Parity Preferred Stock shall preferential amounts). After payment in all cases bear to each other the same ratio that the liquidation preference per share on the Series B Preferred Stock and such class or series of Parity Preferred Stock bear to each other. Written notice of any distribution in connection with any such liquidation, dissolution or winding up full of the affairs amounts in respect of the Corporation, stating the payment date or dates when, Liquidation Preference (and the place or places where, the amounts distributable in such circumstances shall be payable, shall be given by first class mail, postage pre-paid, not less than 30 nor more than 60 days prior to the payment date stated therein, to each record holder of the Series B Preferred Stock at the respective addresses of such holders as the same shall appear on the stock transfer records of the Corporation. Subject to the last sentence of this Section 4, after payment of the full amount of the liquidation distributions any accrued and unpaid dividends thereon) to which they are entitled, the holders of the Series B A Preferred Stock will have no right or claim shall not be entitled to any further participation in any distribution of the remaining assets of the Corporationcorporation. The consolidation Neither a consolidation, merger or merger other business combination of the Corporation corporation with or into another entity, corporation or other entity nor a merger of another entity with sale or into the Corporation, a statutory share exchange by the Corporation or a sale, lease, transfer or conveyance of all or substantially all part of the Corporation’s corporation's assets for cash, securities or other property or business shall not be deemed to constitute considered a liquidation, dissolution or winding up of the affairs of the Corporation. In determining whether a distribution (other than upon voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation) by dividend, redemption or other acquisition of shares of stock of the Corporation or otherwise is permitted under the Maryland General Corporation Law, no effect shall be given to amounts that would be needed, if the Corporation were to be dissolved at the time of the distribution, to satisfy the preferential rights upon dissolution of holders of the Series B Preferred Stock. Notwithstanding the above, corporation for purposes of determining this Section 4 (unless in connection therewith the amount each liquidation of the corporation is specifically approved). The holder of any shares of Series B A Preferred Stock is shall not be entitled to receive with respect to a voluntary or involuntary liquidation, dissolution or winding up of any payment owed for such shares under this Section 4 until the affairs of corporation has received (i) the Corporation, each such holder of shares of Series B Preferred Stock shall be deemed to have converted (regardless of whether such holder actually convertedcertificate(s) such holder’s shares of Series B Preferred Stock into Common Shares immediately prior to such liquidation event if, as a result of an actual conversion, such holder would receive, in the aggregate, an amount greater than the amount that would be distributed to such holder if such holder did not convert representing such shares of Series B A Preferred Stock into Common Sharesand (ii) transfer instrument(s) satisfactory to the corporation and sufficient to transfer such shares of Series A Preferred Stock to the corporation free of any adverse interest. No interest shall accrue on any payment made in respect of the Liquidation Preference (and any accrued and unpaid dividends thereon) after the due date thereof.

Liquidation Preference. Upon any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the CorporationPartnership, the holders of shares of Series B A Preferred Stock Units are entitled to be paid out of the assets of the Corporation Partnership legally available for distribution to its stockholderspartners, after payment of or provision for the CorporationPartnership’s debts and other liabilities, a liquidation preference of $10.00 25.00 per share unit (subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization with respect to the Series B Preferred Stock“Base Liquidation Preference”), plus an amount equal to any accrued and unpaid dividends distributions (whether or not earned, authorized or declared) thereon to and including the date of payment, but without interest, before any distribution of assets is made to holders of Junior StockUnits. If the assets of the Corporation Partnership legally available for distribution to stockholders partners are insufficient to pay in full the liquidation preference on the Series B A Preferred Stock Units and the liquidation preference on the shares of any class or series of Parity Preferred StockUnits, all assets distributed to the holders of the Series B A Preferred Stock Units and any class or series of Parity Preferred Stock Units shall be distributed pro rata so that the amount of assets distributed per share of Series B A Preferred Stock Units and such class or series of Parity Preferred Stock Units shall in all cases bear to each other the same ratio that the liquidation preference per share on the Series B A Preferred Stock Unit and such class or series of Parity Preferred Stock Units bear to each other. Written notice of any distribution in connection with any such liquidation, dissolution or winding up of the affairs of the CorporationPartnership, stating the payment date or dates when, and the place or places where, the amounts distributable in such circumstances shall be payable, shall be given by first class mail, postage pre-paid, not less than 30 nor more than 60 days prior to the payment date stated therein, to each record holder of the Series B A Preferred Stock Units at the respective addresses of such holders as the same shall appear on the stock transfer records of the CorporationPartnership. Subject to the last sentence of this Section 4, after After payment of the full amount of the liquidation liquidating distributions to which they are entitled, the holders of Series B A Preferred Stock Units will have no right or claim to any of the remaining assets of the CorporationPartnership. The consolidation or merger of the Corporation Partnership with or into another entity, a merger of another entity with or into the CorporationPartnership, a statutory share exchange by the Corporation Partnership or a sale, lease, transfer or conveyance of all or substantially all of the CorporationPartnership’s property or business shall not be deemed to constitute a liquidation, dissolution or winding up of the affairs of the Corporation. In determining whether a distribution (other than upon voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation) by dividend, redemption or other acquisition of shares of stock of the Corporation or otherwise is permitted under the Maryland General Corporation Law, no effect shall be given to amounts that would be needed, if the Corporation were to be dissolved at the time of the distribution, to satisfy the preferential rights upon dissolution of holders of the Series B Preferred Stock. Notwithstanding the above, for purposes of determining the amount each holder of shares of Series B Preferred Stock is entitled to receive with respect to a voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation, each such holder of shares of Series B Preferred Stock shall be deemed to have converted (regardless of whether such holder actually converted) such holder’s shares of Series B Preferred Stock into Common Shares immediately prior to such liquidation event if, as a result of an actual conversion, such holder would receive, in the aggregate, an amount greater than the amount that would be distributed to such holder if such holder did not convert such shares of Series B Preferred Stock into Common SharesPartnership.

Liquidation Preference. Upon any voluntary or involuntary The shares of Series A Preferred Stock shall rank, as to rights to distributions on liquidation, dissolution or winding up of the affairs Corporation, prior to the shares of Common Stock and any other stock of the Corporation ranking junior to the Series A Preferred Stock as to rights upon liquidation, dissolution or winding up of the Corporation, so that in the event of any liquidation, dissolution or winding up of the Corporation, whether voluntary or involuntary, the holders of shares of the Series B A Preferred Stock are shall be entitled to be paid receive out of the assets of the Corporation legally available for distribution to its stockholders, after payment of or provision for the Corporation’s debts and other liabilities, a liquidation preference of an amount equal to $10.00 100 per share (subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization with respect to the Series B Preferred Stock)share, plus an amount equal to any accrued and unpaid all dividends (whether or not earned, authorized earned or declared) thereon accrued and accumulated and unpaid on the shares of Series A Preferred Stock to and including the date of payment, but without interestpayment (including any Post-Declaration Date Dividends and Additional Dividends), before any distribution of assets is made to holders of Junior Stock. If the assets of the Corporation legally available for distribution to stockholders are insufficient to pay in full the liquidation preference on the Series B Preferred Stock and the liquidation preference on the shares of Common Stock or any other class or series of Parity Preferred Stock, all assets distributed stock of the Corporation that ranks junior to the Series A Preferred Stock as to rights to distributions upon liquidation, dissolution or winding up. The holders of the Series B Preferred Stock and any class or series of Parity A Preferred Stock shall not be distributed pro rata so that entitled to receive the amount of assets distributed per share of Series B Preferred Stock and such class or series of Parity Preferred Stock shall in all cases bear to each other the same ratio that preferential amounts as aforesaid until the liquidation preference per share on of any other stock of the Corporation ranking senior to the Series B A Preferred Stock and such class as to rights to distributions upon liquidation, dissolution or series winding up shall have been paid (or a sum set aside therefor sufficient to provide for payment) in full. After payment of Parity the full amount of the preferential amounts as aforesaid, the holders of shares of Series A Preferred Stock bear will not be entitled to each other. Written notice of any further participation in any distribution in connection with of assets by the Corporation. If, upon any such liquidation, dissolution or winding up of the affairs Corporation, the assets of the Corporation, stating or proceeds thereof, distributable among the payment date holders of shares of Series A Preferred Stock and any stock ranking on a parity with the Series A Preferred Stock as to rights to distributions on liquidation, dissolution or dates when, and winding up of the place or places where, the amounts distributable in such circumstances Corporation shall be payableinsufficient to pay in full the preferential amounts to which such stock would be entitled, then such assets, or the proceeds thereof, shall be given by first class mail, postage pre-paid, not less than 30 nor more than 60 days prior to the payment date stated therein, to each record holder of the Series B Preferred Stock at distributable among such holders ratably in accordance with the respective addresses of amounts which would be payable on such holders as shares if all amounts payable thereon were paid in full. For the same shall appear on the stock transfer records of the Corporation. Subject to the last sentence of this Section 4purposes hereof, after payment of the full amount of the liquidation distributions to which they are entitled, the holders of Series B Preferred Stock will have no right or claim to any of the remaining assets of the Corporation. The neither a consolidation or merger of the Corporation with or into another entityany other corporation, nor a merger of another entity any one or more other corporations with or into the Corporation, a statutory share exchange by the Corporation or nor a sale, lease, exchange or transfer or conveyance of all or substantially all of the Corporation’s property or business 's assets shall not be deemed to constitute considered a liquidation, dissolution or winding up of the affairs of the Corporation. In determining whether a distribution (other than upon voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation) by dividend, redemption or other acquisition of shares of stock of the Corporation or otherwise is permitted under the Maryland General Corporation Law, no effect shall be given to amounts that would be needed, if the Corporation were to be dissolved at the time of the distribution, to satisfy the preferential rights upon dissolution of holders of the Series B Preferred Stock. Notwithstanding the above, for purposes of determining the amount each holder of shares of Series B Preferred Stock is entitled to receive with respect to a voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation, each such holder of shares of Series B Preferred Stock shall be deemed to have converted (regardless of whether such holder actually converted) such holder’s shares of Series B Preferred Stock into Common Shares immediately prior to such liquidation event if, as a result of an actual conversion, such holder would receive, in the aggregate, an amount greater than the amount that would be distributed to such holder if such holder did not convert such shares of Series B Preferred Stock into Common Shares.

Liquidation Preference. Upon any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation, the holders of the outstanding shares of Series B F Preferred Stock are shall be entitled to receive and to be paid out of the assets of the Corporation legally available for distribution to its stockholders, after payment of or provision for the Corporation’s debts and other liabilities, stockholders a liquidation preference of $10.00 25.00 per share (subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization with respect to the Series B Preferred Stock“Liquidation Preference”), plus an amount equal to any accrued and unpaid dividends (whether or not earned, authorized or declared) thereon to and including the date of payment, but without interest, before any distribution of assets or payment is made to holders of Junior Stock. If the assets of the Corporation legally available for distribution to stockholders are insufficient to pay in full the liquidation preference on the Series B Preferred Common Stock and the liquidation preference on the shares of or any other class or series of Parity Preferred Stock, all assets distributed stock of the Corporation that ranks junior to the holders of the Series B F Preferred Stock and any class or series of Parity Preferred Stock shall be distributed pro rata so that with respect to the amount distribution of assets distributed per share of Series B Preferred Stock and such class or series of Parity Preferred Stock shall in all cases bear to each other the same ratio that the liquidation preference per share on the Series B Preferred Stock and such class or series of Parity Preferred Stock bear to each other. Written notice of any distribution in connection with any such upon liquidation, dissolution or winding up of the affairs Corporation, but subject to the preferential rights of the holders of shares of any class or series of stock of the Corporation ranking senior to the Series F Preferred Stock with respect to such distribution of assets upon liquidation, dissolution or winding up. If, upon any voluntary or involuntary liquidation, dissolution or winding up of the Corporation, stating the payment date or dates when, and the place or places where, the amounts distributable in such circumstances shall be payable, shall be given by first class mail, postage pre-paid, not less than 30 nor more than 60 days prior to the payment date stated therein, to each record holder assets of the Corporation legally available therefor are insufficient to pay the full amount of liquidating distributions payable on all outstanding shares of Series B F Preferred Stock at the respective addresses of such holders as the same shall appear on the stock transfer records of the Corporation. Subject to the last sentence of this Section 4, after payment of and the full amount of the liquidation liquidating distributions payable on all outstanding shares of any other class or classes or series of stock of the Corporation ranking on a parity with the Series F Preferred Stock with respect to the distribution of assets upon liquidation, dissolution or winding up of the Corporation, then the holders of the Series F Preferred Stock and all such other classes or series of stock will share ratably in any such distribution of assets in proportion to the full liquidating distributions (including, if applicable, accrued and unpaid dividends) to which they are would otherwise respectively be entitled, the . If liquidating distributions shall have been made in full to all holders of Series B F Preferred Stock will have no right or claim to any of Stock, the remaining assets of the CorporationCorporation shall be distributed among the holders of any other class or classes or series of stock of the Corporation ranking junior to the Series F Preferred Stock as to the distribution of assets upon liquidation, dissolution or winding up, according to their respective rights and preferences and, in each case, according to their respective number of shares. The For purposes of these terms of the Series F Preferred Stock, neither the consolidation or merger of the Corporation with or into another any other company, trust or other entity, a merger of another entity with or into nor the Corporation, a statutory share exchange by the Corporation or a sale, lease, transfer or conveyance of all or substantially all of the Corporation’s property or business of the Corporation, shall not be deemed to constitute a liquidation, dissolution or winding up of the affairs Corporation. After payment to the holders of the Series F Preferred Stock of the full liquidating distributions to which they are entitled, the holders of the Series F Preferred Stock, as such, shall have no right or claim to any of the remaining assets of the Corporation. In determining whether a distribution (other than upon voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation) by dividend, redemption or other acquisition of shares of stock of the Corporation or otherwise is permitted under the Maryland General Corporation Law, no effect shall be given to amounts that would be needed, if the Corporation were to would be dissolved at the time of the distribution, to satisfy the preferential rights upon dissolution of holders of the Series B F Preferred Stock. Notwithstanding the above, for purposes of determining the amount each holder of shares of Series B Preferred Stock is entitled to receive with respect to a voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation, each such holder of shares of Series B Preferred Stock shall be deemed to have converted (regardless of whether such holder actually converted) such holder’s shares of Series B Preferred Stock into Common Shares immediately prior to such liquidation event if, as a result of an actual conversion, such holder would receive, in the aggregate, an amount greater than the amount that would be distributed to such holder if such holder did not convert such shares of Series B Preferred Stock into Common Shares.

Liquidation Preference. Upon (a) In the event of any voluntary or involuntary liquidation, dissolution or winding winding-up of the affairs of the Corporation, the holders of shares of Series B Preferred Stock are entitled to be paid out whether voluntary or involuntary, after any payment or distribution of the assets of the Corporation legally available for distribution (whether capital or surplus) shall be made to its stockholders, after payment of or provision set apart for the Corporation’s debts holders of Senior Securities, and other liabilities, a liquidation preference of $10.00 per share (subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization with respect to the Series B Preferred Stock), plus an amount equal to any accrued and unpaid dividends (whether or not earned, authorized or declared) thereon to and including the date of payment, but without interest, before any payment or distribution of assets is made to holders of Junior Stock. If the assets of the Corporation legally available (whether capital or surplus) shall be made to or set apart for distribution the holders of Junior Securities, the holders of the shares of Series G Preferred Stock and Series H Preferred Stock taken together shall be entitled to stockholders are receive an amount in cash equal to the greater of (x) the aggregate Liquidation Preferences (as set forth herein and in the Series G Designation) of the shares of Series G Preferred Stock and Series H 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 G Preferred Stock and Series H Preferred Stock if such stock had been converted to Common Stock immediately prior to such liquidation, dissolution or winding-up. If, upon any liquidation, dissolution or winding-up of the Corporation, the assets of the Corporation, or proceeds thereof, shall be insufficient to pay in full the liquidation preference aforesaid amounts under clause (x) of the preceding sentence and liquidating payments on all Parity Securities, then such assets, or proceeds thereof, shall (i) be distributed among the shares of Series B G Preferred Stock and the liquidation preference Series H Preferred Stock taken together and all such other Parity Securities ratably in accordance with the respective amounts that would be payable on the such shares of any class or series of Parity Preferred Stock, all assets distributed to the holders of the Series B Preferred Stock and any class or series of such other Parity Preferred Stock shall be distributed pro rata so that Securities if all amounts payable thereon were paid in full and (ii) the amount of assets distributed per share of distributable under clause (i) to the Series B G Preferred Stock and such class or series of Parity Series H Preferred Stock taken together, shall in all cases bear first be distributed to each other the same ratio that the liquidation preference per share on the Series B G Preferred Stock until it has received an amount equal to the aggregate Preference Amounts (as defined in the Series G Designation) of all Series G Preferred Stock outstanding as of the date of liquidation and thereafter 37.5% to the Series G Preferred Stock and such class or series of Parity 62.5% to the Series H Preferred Stock bear to each otherStock. Written notice of If, upon any distribution in connection with any such liquidation, dissolution or winding winding-up of the affairs of the Corporation, stating the payment date or dates when, and the place or places where, the amounts distributable in such circumstances shall be payable, shall be given by first class mail, postage pre-paid, not less than 30 nor more than 60 days prior to the payment date stated therein, to each record holder of the Series B Preferred Stock at the respective addresses of such holders as the same shall appear on the stock transfer records of the Corporation. Subject to the last sentence of this Section 4, after payment of the full amount of the liquidation distributions to which they are entitled, the holders of Series B Preferred Stock will have no right or claim to any of the remaining assets of the Corporation, or proceeds thereof, distributable to the Series G Preferred Stock and Series H Preferred Stock taken together shall be sufficient to pay in full the aforesaid amounts under clause (x) of the first sentence of this subsection 5(a) then such amount shall first be distributed to the Series G Preferred Stock until it has received an amount equal to the aggregate Preference Amounts (as defined in the Series G Designation) of all Series G Preferred Stock outstanding as of the date of liquidation and thereafter 37.5% to the Series G Preferred Stock and 62.5% to the Series H Preferred Stock. The Any amounts distributed with respect to the Series H Preferred Stock pursuant to this paragraph 5(a) shall be allocated pro rata among the shares of Series H Preferred Stock. For the purposes of this paragraph 5, neither the sale, conveyance, exchange or transfer (for cash, shares of stock, securities or other consideration) of all or substantially all of the property or assets of the Corporation nor the consolidation or merger of the Corporation with or into another entity, a merger of another entity with one or into the Corporation, a statutory share exchange by the Corporation or a sale, lease, transfer or conveyance of all or substantially all of the Corporation’s property or business more other entities shall not be deemed to constitute be a liquidation, dissolution or winding winding-up of the affairs of the Corporation. In determining whether a distribution (other than upon voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation) by dividend, redemption or other acquisition of shares of stock of the Corporation or otherwise is permitted under the Maryland General Corporation Law, no effect shall be given to amounts that would be needed, if the Corporation were to be dissolved at the time of the distribution, to satisfy the preferential rights upon dissolution of holders of the Series B Preferred Stock. Notwithstanding the above, for purposes of determining the amount each holder of shares of Series B Preferred Stock is entitled to receive with respect to a voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation, each such holder of shares of Series B Preferred Stock shall be deemed to have converted (regardless of whether such holder actually converted) such holder’s shares of Series B Preferred Stock into Common Shares immediately prior to such liquidation event if, as a result of an actual conversion, such holder would receive, in the aggregate, an amount greater than the amount that would be distributed to such holder if such holder did not convert such shares of Series B Preferred Stock into Common Shares.

Liquidation Preference. (a) Upon any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation, the holders of shares of Series B Preferred Stock are entitled to be paid out of the assets of the Corporation legally available for distribution to its stockholders, after payment of or provision for the Corporation’s debts and other liabilities, shareholders a liquidation preference of $10.00 25.00 per share (subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization with respect to the Series B Preferred Stock“Liquidation Preference”), plus an amount equal to any accrued and unpaid dividends to, but excluding, the date of payment (whether or not earned, authorized or declared) thereon to and including the date of payment), but without interest, before any distribution of assets is made to holders of Junior Stock. If the assets common stock or any other class or series of capital stock of the Corporation legally available for distribution that ranks junior to stockholders are insufficient to pay in full the liquidation preference on the Series B Preferred Stock and as to liquidation rights. However, the liquidation preference on holders of the shares of Series B Preferred Stock will not be entitled to receive the Liquidation Preference, plus any accrued and unpaid dividends, of such shares until the Liquidation Preference of any other series or class or series of Parity Preferred Stock, all assets distributed the Corporation’s capital stock hereafter issued which ranks senior as to the holders of liquidation rights to the Series B Preferred Stock and any class or series of Parity Preferred Stock shall be distributed pro rata so that the amount of assets distributed per share has been paid in full. The holders of Series B Preferred Stock and such class all series or series classes of Parity Preferred Stock shall in all cases bear the Corporation’s capital stock which rank on a parity as to each other the same ratio that the liquidation preference per share on rights with the Series B Preferred Stock and are entitled to share ratably, in accordance with the respective preferential amounts payable on such class or series capital stock, in any distribution (after payment of Parity Preferred Stock bear to each other. Written notice the liquidation preference of any distribution in connection with any such liquidation, dissolution or winding up capital stock of the affairs of the Corporation, stating the payment date or dates when, and the place or places where, the amounts distributable in such circumstances shall be payable, shall be given by first class mail, postage pre-paid, not less than 30 nor more than 60 days prior Corporation that ranks senior to the payment date stated therein, to each record holder of the Series B Preferred Stock at as to liquidation rights) which is not sufficient to pay in full the respective addresses of such holders as the same shall appear on the stock transfer records aggregate of the Corporationamounts payable thereon. Subject Holders of Series B Preferred Stock will be entitled to written notice of any event triggering the last sentence of this Section 4, after right to receive such Liquidation Preference. After payment of the full amount of the liquidation distributions Liquidation Preference, plus any accrued and unpaid dividends to which they are entitled, the holders of Series B Preferred Stock will have no right or claim to any of the remaining assets of the Corporation. The consolidation or merger of the Corporation with or into another entityany other corporation, a merger trust or entity or of another entity any other corporation with or into the Corporation, a statutory share exchange by or the Corporation or a sale, lease, transfer lease or conveyance of all or substantially all of the Corporation’s property or business of the Corporation, shall not be deemed to constitute a liquidation, dissolution or winding up of the affairs of the Corporation. In determining whether a distribution (other than upon voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation) by dividend, redemption or other acquisition of shares of stock of the Corporation or otherwise is permitted under the Maryland General Corporation Law, no effect shall be given to amounts that would be needed, if the Corporation were to be dissolved at the time of the distribution, to satisfy the preferential rights upon dissolution of holders of the Series B Preferred Stock. Notwithstanding the above, for purposes of determining the amount each holder of shares of Series B Preferred Stock is entitled to receive with respect to a voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation, each such holder of shares of Series B Preferred Stock shall be deemed to have converted (regardless of whether such holder actually converted) such holder’s shares of Series B Preferred Stock into Common Shares immediately prior to such liquidation event if, as a result of an actual conversion, such holder would receive, in the aggregate, an amount greater than the amount that would be distributed to such holder if such holder did not convert such shares of Series B Preferred Stock into Common Shares.

Liquidation Preference. Upon any voluntary or involuntary liquidation, dissolution or winding winding-up of the affairs of the CorporationTrust, before any distribution or payment shall be made to holders of shares of Common Stock or any other class or series of Capital Stock of the Trust ranking, as to liquidation rights, junior to the Series B Preferred Stock, the holders of shares of Series B Preferred Stock are (and of the Excess Stock converted from Series B Preferred Stock, if any) shall be entitled to be paid out of the assets of the Corporation Trust legally available for distribution to its stockholders, after payment of or provision for the Corporation’s debts and other liabilities, stockholders a liquidation preference of $10.00 25.00 per share (subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization with respect to the Series B Preferred Stock)share, plus an amount equal to any accrued and unpaid dividends to the date of payment (whether or not earneddeclared). In the event that, authorized upon such voluntary or declared) thereon to and including involuntary liquidation, dissolution or winding-up, the date of payment, but without interest, before any distribution of assets is made to holders of Junior Stock. If the available assets of the Corporation legally available for distribution to stockholders Trust are insufficient to pay in full the amount of the liquidating distributions on all outstanding shares of Series B Preferred Stock (and the Excess Stock converted from Series B Preferred Stock, if any) and the corresponding amounts payable on all shares of other classes or series of Capital Stock of the Trust ranking, as to liquidation preference rights, on a parity with the Series B Preferred Stock and in the liquidation preference on the shares distribution of any class or series of Parity Preferred Stockassets, all assets distributed to then the holders of the Series B Preferred Stock (and any the Excess Stock converted from Series B Preferred Stock, if any) and each such other class or series of Parity Preferred shares of Capital Stock shall be distributed pro rata so that the amount of assets distributed per share of Series B Preferred Stock and such class or series of Parity Preferred Stock shall in all cases bear ranking, as to each other the same ratio that the liquidation preference per share rights, on a parity with the Series B Preferred Stock and shall share ratably in any such class or series distribution of Parity Preferred Stock bear assets in proportion to each otherthe full liquidating distributions to which they would otherwise be respectively entitled. Written notice of any distribution in connection with any such liquidation, dissolution or winding up of the affairs of the CorporationTrust, stating the payment date or dates when, and the place or places where, the amounts distributable in such circumstances shall be payable, shall be given by first class mail, postage pre-paid, not less than 30 nor more than 60 days prior to the payment date stated therein, to each record holder of the shares of Series B Preferred Stock (and the Excess Stock converted from Series B Preferred Stock, if any) at the respective addresses of such holders as the same shall appear on the stock transfer records of the CorporationTrust. Subject to the last sentence of this Section 4, after After payment of the full amount of the liquidation liquidating distributions to which they are entitled, the holders of Series B Preferred Stock (and the Excess Stock converted from Series B Preferred Stock, if any) will have no right or claim to any of the remaining assets of the CorporationTrust. The consolidation or merger of the Corporation Trust with or into another any other trust, corporation or entity, a merger of another entity with or into the Corporation, a statutory share exchange by the Corporation or a sale, lease, transfer or conveyance of all or substantially all of the Corporation’s property or business of the Trust, shall not be deemed to constitute a liquidation, dissolution or winding winding-up of the affairs of the Corporation. In determining whether a distribution (other than upon voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation) by dividend, redemption or other acquisition of shares of stock of the Corporation or otherwise is permitted under the Maryland General Corporation Law, no effect shall be given to amounts that would be needed, if the Corporation were to be dissolved at the time of the distribution, to satisfy the preferential rights upon dissolution of holders of the Series B Preferred Stock. Notwithstanding the above, for purposes of determining the amount each holder of shares of Series B Preferred Stock is entitled to receive with respect to a voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation, each such holder of shares of Series B Preferred Stock shall be deemed to have converted (regardless of whether such holder actually converted) such holder’s shares of Series B Preferred Stock into Common Shares immediately prior to such liquidation event if, as a result of an actual conversion, such holder would receive, in the aggregate, an amount greater than the amount that would be distributed to such holder if such holder did not convert such shares of Series B Preferred Stock into Common SharesTrust.

Liquidation Preference. Upon any voluntary or involuntary In the event of a liquidation, dissolution or winding up of the affairs (each, a "Dissolution Event") of the Corporation, whether voluntary or involuntary, the holders of shares of Series B A Preferred Stock are shall be entitled to be paid receive out of the assets of the Corporation legally available for distribution Corporation, whether such assets are stated capital or surplus of any nature, an amount equal to its stockholders, after payment of or provision for the Corporation’s debts and other liabilities, a liquidation preference of $10.00 100 per share (subject the "Liquidation Preference"), plus all dividends accrued and unpaid thereon (whether or not declared) to appropriate adjustment the date of final distribution to such holders, without interest, and no more, before any payment shall be made or any assets distributed to the holders of Common Stock or any other class or series of the Corporation's capital stock ranking junior as to liquidation rights to the Series A Preferred Stock; provided, however, that such rights shall accrue to the holders of Series A Preferred Stock only in the event of any stock dividend, stock split, combination or other similar recapitalization that the Corporation's payments with respect to the Series B Preferred Stock), plus an amount equal to any accrued and unpaid dividends (whether or not earned, authorized or declared) thereon to and including liquidation preferences of the date of payment, but without interest, before any distribution of assets is made to holders of Junior Stockcapital stock of the Corporation ranking senior as to liquidation rights to the Series A Preferred Stock (the "Senior Liquidation Securities") are fully met. If the assets of the Corporation legally available for distribution to stockholders are insufficient to pay in full after the liquidation preference of the Senior Liquidation Securities are fully met are not sufficient to pay an amount equal to (A) the Liquidation Preference plus all accrued and unpaid dividends on the Series B A Preferred Stock and plus (B) the liquidation preference and all accrued and unpaid dividends on any other series of the Corporation's capital stock having liquidation rights that are pari passu with the shares of any class or series Series A Preferred Stock (the "Pari Passu Liquidation Securities"), then the assets of Parity Preferred Stock, all assets the Corporation shall be distributed to ratably among the holders of the Series B A Preferred Stock and any class or series of Parity Preferred Stock shall be distributed pro rata so that the amount of assets distributed per share of Series B Preferred Stock and such class or series of Parity Preferred Stock shall Pari Passu Liquidation Securities in all cases bear to each other the same ratio that the liquidation preference per share on the Series B Preferred Stock and such class or series of Parity Preferred Stock bear to each other. Written notice of any distribution in connection with any such liquidation, dissolution or winding up of the affairs of the Corporation, stating the payment date or dates when, and the place or places where, the amounts distributable in such circumstances shall be payable, shall be given by first class mail, postage pre-paid, not less than 30 nor more than 60 days prior proportion to the payment date stated therein, respective preferential amounts to which each record holder of is entitled (but only to the Series B Preferred Stock at the respective addresses extent of such holders as the same shall appear on the stock transfer records of the Corporationpreferential amounts). Subject to the last sentence of this Section 4Neither a consolidation, after payment of the full amount of the liquidation distributions to which they are entitled, the holders of Series B Preferred Stock will have no right merger or claim to any of the remaining assets of the Corporation. The consolidation or merger other business combination of the Corporation with or into another entity, corporation or other entity nor a merger of another entity with sale or into the Corporation, a statutory share exchange by the Corporation or a sale, lease, transfer or conveyance of all or substantially all part of the Corporation’s 's assets for cash, securities or other property or business shall not be deemed to constitute considered a liquidation, dissolution or winding up of the affairs Corporation for purposes of this Section 4 (unless in connection therewith the Corporation. In determining whether a distribution (other than upon voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation) by dividend, redemption or other acquisition of shares of stock liquidation of the Corporation or otherwise is permitted under the Maryland General Corporation Law, no effect shall be given to amounts that would be needed, if the Corporation were to be dissolved at the time of the distribution, to satisfy the preferential rights upon dissolution of holders of the Series B Preferred Stockspecifically approved). Notwithstanding the above, for purposes of determining the amount each The holder of any shares of Series B A Preferred Stock is shall not be entitled to receive with respect to a voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation, each any payment owed for such shares under this Section 3 until such holder of shares of Series B Preferred Stock shall cause to be deemed delivered to have converted the Corporation (regardless of whether such holder actually convertedi) such holder’s shares of Series B Preferred Stock into Common Shares immediately prior to such liquidation event if, as a result of an actual conversion, such holder would receive, in the aggregate, an amount greater than the amount that would be distributed to such holder if such holder did not convert certificate(s) representing such shares of Series B A Preferred Stock into Common Sharesand (ii) transfer instrument(s) satisfactory to the Corporation and sufficient to transfer such shares of Series A Preferred Stock to the Corporation free of any adverse interest.

Liquidation Preference. Upon any In the event of our voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporationup, the holders of shares of Series B D Preferred Stock are will be entitled to be paid out of the assets of the Corporation we have legally available for distribution to its our stockholders, after payment subject to the preferential rights of the holders of any classes or provision for the Corporation’s debts and other liabilitiesseries of our Senior Stock, a liquidation preference of $10.00 25.00 per share (subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization with respect to the Series B Preferred Stock)share, plus an amount equal to any accrued accumulated and unpaid dividends thereon (whether or not earned, authorized or declared) thereon to and including the date of paymentto, but without interestexcluding, the payment date, before any distribution of assets is made to holders of Junior Stock. If the assets of the Corporation legally available for distribution to stockholders are insufficient to pay in full the liquidation preference on the Series B Preferred Stock ; and the liquidation preference on the shares of any class or series of Parity Preferred Stock, all assets distributed to the holders of the Series B D Preferred Stock and will not be entitled to any class or series of Parity Preferred Stock shall be distributed pro rata so that further payment. In the amount of assets distributed per share of Series B Preferred Stock and such class or series of Parity Preferred Stock shall in all cases bear to each other the same ratio that the liquidation preference per share on the Series B Preferred Stock and such class or series of Parity Preferred Stock bear to each other. Written notice of any distribution in connection with event that, upon any such voluntary or involuntary liquidation, dissolution or winding up up, our available assets are insufficient to pay the amount of the affairs liquidating distributions on all outstanding shares of the Corporation, stating the payment date or dates when, our Series D Preferred Stock and the place or places wherecorresponding amounts payable on all shares of our other Parity Stock, then the amounts distributable holders of our Series D Preferred Stock and all other such Parity Stock will share ratably in any such circumstances shall distribution of assets in proportion to the full liquidating distributions to which they would otherwise be payable, shall respectively entitled. Notice of any such liquidation will be given by first class mail, postage pre-paid, not less no fewer than 30 nor days and no more than 60 days prior to the payment date stated thereindate, to each record holder of the record of Series B D Preferred Stock at the respective addresses address of such holders holder as the same shall appear it appears on the our stock transfer records of the Corporationrecords. Subject to the last sentence of this Section 4, after After payment of the full amount of the liquidation liquidating distributions to which they are entitled, the holders of Series B D Preferred Stock will have no right or claim to any of the our remaining assets of the Corporationassets. The consolidation consolidation, conversion or merger of the Corporation us with or into another entityany other corporation, a merger trust or entity or of another any other entity with or into us, the Corporation, a statutory share exchange by the Corporation or a sale, lease, transfer or conveyance of all or substantially all of the Corporation’s our property or business shall or a statutory share exchange, will not be deemed to constitute a liquidation, dissolution or winding up of us (although such events may give rise to the affairs of the Corporationspecial optional redemption and contingent conversion rights described below). In determining whether a distribution (other than upon voluntary or involuntary liquidation), dissolution or winding up of the affairs of the Corporation) by dividend, redemption or other acquisition of shares of stock of the Corporation or otherwise otherwise, is permitted under the Maryland General Corporation Lawlaw with respect to any share of any class or series of our stock, no effect shall be given to amounts that would be needed, if the Corporation we were to be dissolved at the time of the distribution, to satisfy the preferential rights upon dissolution of holders of the Series B Preferred Stock. Notwithstanding the above, for purposes of determining the amount each holder of shares of Series B D Preferred Stock will not be added to our total liabilities. Redemption The Series D Preferred Stock is entitled not redeemable by us prior to receive with respect October 15, 2027, except under circumstances where it is necessary to preserve our qualification as a voluntary or involuntary liquidation, dissolution or winding up REIT for U.S. federal income tax purposes (please see “— Restrictions on Transfer and Ownership” below and “Description of the affairs Common Stock — Restrictions on Ownership and Transfer” and “Description of the Corporation, each such holder of shares of Series B Preferred Stock shall be deemed to have converted (regardless — Restrictions on Ownership; Change of whether such holder actually converted) such holder’s shares of Series B Preferred Stock into Common Shares immediately prior to such liquidation event if, as a result of an actual conversion, such holder would receive, Control Provisions” in the aggregate, an amount greater than accompanying prospectus) and except as described below under “— Special Optional Redemption” upon the amount that would be distributed to such holder if such holder did not convert such shares occurrence of Series B Preferred Stock into Common Sharesa Change of Control (as defined below).

Liquidation Preference. Upon any voluntary or involuntary In the event of a liquidation, sale, merger, consolidation, dissolution or winding up of the affairs Corporation (collectively, a “Liquidating Event”), after the holders of any series of Preferred having priority on liquidation superior to that of the CorporationSeries A Preferred Stock shall have received their respective liquidation preference, the holders of shares of Series B A Preferred Stock are shall be entitled to be paid receive, out of the assets of the Corporation legally available for distribution to its stockholders, after stockholders (whether from capital or surplus) and prior to any payment of or provision for the Corporation’s debts and other liabilities, a liquidation preference of $10.00 per share (subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization with respect to the holders of the Common Stock or any series of Preferred Stock having priority on liquidation junior to that of Series B A Preferred Stock), plus an amount equal to $2.01064 per share of Series A Preferred Stock, subject to equitable adjustment for any stock splits, combinations, consolidations, recapitalizations, reorganizations, reclassifications, stock distributions, stock dividends or other similar events with respect to such shares, multiplied by the number of shares of Series A Preferred Stock then outstanding (the “Series A Liquidation Preference”), plus all dividends which have been declared on such shares and have theretofore accrued and unpaid dividends (whether or but not earned, authorized or declared) thereon to and including the date of payment, but without interest, before any distribution of assets is made to holders of Junior Stockbeen paid. If the assets After payment in full of the Corporation legally Series A Liquidation Preference, any assets available for distribution to stockholders are insufficient to pay in full the liquidation preference on the Series B Preferred Stock and the liquidation preference on the shares of any class or series of Parity Preferred Stock, all assets shall be distributed to the holders of the Series B Preferred Stock and any class or series of Parity Preferred Stock shall be distributed pro rata so that the amount of assets distributed per share of Series B Preferred Stock and such class or series of Parity Preferred Stock shall in all cases bear to each other the same ratio that the liquidation preference per share on the Series B Preferred Stock and such class or series of Parity Preferred Stock bear to each other. Written notice of any distribution in connection with any such liquidation, dissolution or winding up of the affairs of the Corporation, stating the payment date or dates whenCommon Stock, and the place or places where, the amounts distributable in such circumstances shall be payable, shall be given by first class mail, postage pre-paid, not less than 30 nor more than 60 days prior to the payment date stated therein, to each record holder of the Series B Preferred Stock at the respective addresses of such holders as the same shall appear on the stock transfer records of the Corporation. Subject to the last sentence of this Section 4, after payment of the full amount of the liquidation distributions to which they are entitled, the holders of Series B A Preferred Stock will have no right or claim shall not be entitled to any of further participation in the remaining assets of the Corporation. The consolidation or merger If, upon any such Liquidating Event, the net assets of the Corporation with or into another entity, a merger are not sufficient to pay in full the amounts so payable to the holders of another entity with or into Series A Preferred Stock the Corporation, a statutory share exchange by the Corporation or a sale, lease, transfer or conveyance holders of all or substantially all of the Corporation’s property or business shall not be deemed to constitute a liquidation, dissolution or winding up of the affairs of the Corporation. In determining whether a distribution (other than upon voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation) by dividend, redemption or other acquisition of shares of stock of the Corporation or otherwise is permitted under the Maryland General Corporation Law, no effect shall be given to amounts that would be needed, if the Corporation were to be dissolved at the time of the distribution, to satisfy the preferential rights upon dissolution of holders of the Series B A Preferred Stock. Notwithstanding Stock and the above, for purposes holders of determining the amount each holder any other series of shares Preferred Stock having priority on liquidation pari passu to that of Series B Preferred Stock is entitled to receive with respect to a voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation, each such holder of shares of Series B A Preferred Stock shall be deemed to have converted (regardless of whether such holder actually converted) such holder’s shares of Series B Preferred Stock into Common Shares immediately prior to such liquidation event if, as a result of an actual conversion, such holder would receive, participate in the aggregate, an amount greater than the amount that would be distributed distribution of such assets in proportion to such holder if such holder did not convert such shares of Series B Preferred Stock into Common Sharestheir respective liquidation preferences.

Liquidation Preference. Upon (a) In the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs Corporation, whether voluntary or involuntary, before any payment or distribution of the Corporationassets of the Corporation (whether capital or surplus) shall be made to or set apart for the holders of Common Stock or any other series or class or classes of stock of the Corporation ranking junior to the Series B Preferred Stock, upon liquidation, dissolution or winding up, the holders of the shares of Series B Preferred Stock are shall be entitled to be paid out of the assets of the Corporation legally available for distribution to its stockholders, after payment of or provision for the Corporation’s debts and other liabilities, a liquidation preference of receive $10.00 750.00 per share (subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization with respect to the Series B Preferred Stock), plus an amount equal to any accrued all dividends declared and unpaid dividends (whether or not earned, authorized or declared) thereon to and including the date of payment, but without interest, before any distribution of assets is made to holders of Junior Stock. If the assets of the Corporation legally available for final distribution to stockholders are insufficient such holders; thereafter, such holders shall be entitled to pay in full the liquidation preference on the Series B Preferred Stock and the liquidation preference on the shares of any class or series of Parity Preferred Stock, all assets distributed to share ratably with the holders of the Series B Preferred shares of Common Stock and as provided in paragraph (b) of this Section (4). If, upon any class or series of Parity Preferred Stock shall be distributed pro rata so that the amount of assets distributed per share of Series B Preferred Stock and such class or series of Parity Preferred Stock shall in all cases bear to each other the same ratio that the liquidation preference per share on the Series B Preferred Stock and such class or series of Parity Preferred Stock bear to each other. Written notice of any distribution in connection with any such liquidation, dissolution or winding up of the affairs Corporation, the assets of the Corporation, stating or proceeds thereof, distributable among the payment date holders of the shares of Series A Preferred Stock, Series B Preferred Stock and any other shares of stock ranking, as to liquidation, dissolution or dates whenwinding up, and the place or places where, the amounts distributable in such circumstances shall be payable, shall be given by first class mail, postage pre-paid, not less than 30 nor more than 60 days prior to the payment date stated therein, to each record holder of on a parity with the Series B Preferred Stock at Stock, shall be insufficient to pay in full the respective addresses of preferential amount aforesaid and liquidating payments in respect thereof, then such holders as assets, or the same proceeds thereof, shall appear on the stock transfer records of the Corporation. Subject to the last sentence of this Section 4, after payment of the full amount of the liquidation distributions to which they are entitled, be distributed among the holders of shares of Series A Preferred Stock, Series B Preferred Stock will have no right or claim to and any such other stock ratably in accordance with the respective amounts which would be payable on such shares of Series A Preferred Stock, Series B Preferred Stock and any such other stock if all amounts payable thereon were paid in full. For the remaining assets purposes of the Corporation. The this Section (4), (i) a consolidation or merger of the Corporation with one or into another entitymore corporations, (ii) a merger of another entity with sale or into the Corporation, a statutory share exchange by the Corporation or a sale, lease, transfer or conveyance of all or substantially all of the Corporation’s property 's assets or business (iii) a statutory share exchange shall not be deemed to constitute be a liquidation, dissolution or winding up of the affairs of the Corporation. In determining whether a distribution (other than upon up, voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation) by dividend, redemption or other acquisition of shares of stock of the Corporation or otherwise is permitted under the Maryland General Corporation Law, no effect shall be given to amounts that would be needed, if the Corporation were to be dissolved at the time of the distribution, to satisfy the preferential rights upon dissolution of holders of the Series B Preferred Stock. Notwithstanding the above, for purposes of determining the amount each holder of shares of Series B Preferred Stock is entitled to receive with respect to a voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation, each such holder of shares of Series B Preferred Stock shall be deemed to have converted (regardless of whether such holder actually converted) such holder’s shares of Series B Preferred Stock into Common Shares immediately prior to such liquidation event if, as a result of an actual conversion, such holder would receive, in the aggregate, an amount greater than the amount that would be distributed to such holder if such holder did not convert such shares of Series B Preferred Stock into Common Sharesinvoluntary.

Liquidation Preference. Upon In the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporationour affairs, the holders of shares of Series B A Preferred Stock are entitled to be paid out of the our assets of the Corporation legally available for distribution to its stockholders, after payment of or provision for the Corporation’s debts and other liabilities, our shareholders a liquidation preference of $10.00 25,000.00 per share (subject equivalent to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization with respect to the Series B Preferred Stock$25.00 per depositary share), plus an amount equal to any accrued accumulated and unpaid dividends to the date of payment (whether or not earned, authorized or declared) thereon to and including the date of payment, but without interest), before any distribution of assets is or payment may be made to holders of Junior shares of common stock or any other class or series of our equity stock ranking, as to liquidation rights, junior to the Series A Preferred Stock. If the If, upon our voluntary or involuntary liquidation, dissolution or winding up, our available assets of the Corporation legally available for distribution to stockholders are insufficient to pay in the full amount of the liquidation preference liquidating distributions on the all outstanding shares of Series B A Preferred Stock and the liquidation preference corresponding amounts payable on the all shares of any each other class or series of Parity capital stock ranking, as to liquidation rights, on a parity with the Series A Preferred Stock, all assets distributed to then the holders of the Series B A Preferred Stock and any each such other class or series of Parity capital stock ranking, as to liquidation rights, on a parity with the Series A Preferred Stock shall be distributed pro rata so that the amount will share ratably in any distribution of assets distributed per share in proportion to the full liquidating distributions to which they would otherwise be respectively entitled. Holders of Series B A Preferred Stock and such class or series of Parity Preferred Stock shall in all cases bear will be entitled to each other the same ratio that the liquidation preference per share on the Series B Preferred Stock and such class or series of Parity Preferred Stock bear to each other. Written written notice of any distribution in connection with any such liquidation, dissolution or winding up of the affairs of the Corporation, stating the payment date or dates when, and the place or places where, the amounts distributable in such circumstances shall be payable, shall be given by first class mail, postage pre-paid, not less liquidation no fewer than 30 nor days and no more than 60 days prior to the payment date stated therein, to each record holder of the Series B Preferred Stock at the respective addresses of such holders as the same shall appear on the stock transfer records of the Corporationdate. Subject to the last sentence of this Section 4, after After payment of the full amount of the liquidation liquidating distributions to which they are entitled, the holders of Series B A Preferred Stock and the depositary shares representing interests in the Series A Preferred Stock will have no right or claim to any of the our remaining assets of the Corporationassets. The consolidation Our consolidation, merger or merger of the Corporation conversion with or into another any other entity, a merger of another entity with or into the Corporation, a statutory share exchange by the Corporation or a voluntary sale, lease, transfer or conveyance of all or substantially all of the Corporation’s our property or business and assets (which shall not be deemed to constitute a liquidationnot, dissolution or winding up of the affairs of the Corporation. In determining whether a distribution (other than upon in fact, result in our voluntary or involuntary liquidation, dissolution or winding up and the distribution of the affairs of the Corporation) by dividendour assets to stockholders), redemption or other acquisition of shares of stock of the Corporation or otherwise is permitted under the Maryland General Corporation Law, no effect shall not be given deemed to amounts that would be needed, if the Corporation were to be dissolved at the time of the distribution, to satisfy the preferential rights upon dissolution of holders of the Series B Preferred Stock. Notwithstanding the above, for purposes of determining the amount each holder of shares of Series B Preferred Stock is entitled to receive with respect to constitute a voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation, each such holder of shares of Series B Preferred Stock shall be deemed to have converted (regardless of whether such holder actually converted) such holder’s shares of Series B Preferred Stock into Common Shares immediately prior to such liquidation event if, as a result of an actual conversion, such holder would receive, in the aggregate, an amount greater than the amount that would be distributed to such holder if such holder did not convert such shares of Series B Preferred Stock into Common SharesCompany.

Liquidation Preference. Upon any voluntary or involuntary (a) In the event of the liquidation, dissolution or winding up of the affairs of the CorporationCompany, whether voluntary or involuntary, the holders of shares of the Series B C Preferred Stock are then outstanding shall be entitled to be paid receive, out of the assets of the Corporation legally Company available for distribution to its stockholders, after and before any payment shall be made or any assets distributed to the holders of the Common Stock or provision for any other Junior Stock an amount per share (the Corporation’s debts “Liquidation Preference Amount”) equal to any accrued and other liabilities, a liquidation preference unpaid dividends attributable to such share plus the greater of (i) $10.00 per share of the Series C Preferred Stock (subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization with respect to affecting the Series B Preferred Stocknumber of such shares issued and outstanding), plus an or (ii) the per share amount equal to any accrued and unpaid dividends (whether or not earned, authorized or declared) thereon to and including the date of payment, but without interest, before any distribution of assets is made to that holders of Junior StockSeries C Preferred Stock would have received if all of such holders had converted their shares of Series C Preferred Stock into Common Stock immediately prior to such liquidation, dissolution or winding up. If the assets of the Corporation legally available for distribution to stockholders Company are insufficient not sufficient to pay in full the liquidation preference on the Series B Preferred Stock and the liquidation preference on the shares Liquidation Preference Amount, then all of any class or series of Parity Preferred Stock, all said assets will be distributed to among the holders of the Series B C Preferred Stock and any class or series ratably in accordance with the respective amounts that would be payable on such shares if all amounts payable thereon were paid in full. The liquidation payment with respect to each outstanding fractional share of Parity Series C Preferred Stock shall be distributed pro rata so that the equal to a ratably proportionate amount of assets distributed per the liquidation payment with respect to each outstanding share of Series B C Preferred Stock and such class or series Stock. All payments for which this Section 4(a) provides shall be in cash, property (valued at its fair market value as determined by an independent appraiser reasonably acceptable to the holders of Parity Preferred Stock shall in all cases bear to each other the same ratio that the liquidation preference per share on a majority of the Series B C Preferred Stock and such class Stock) or series a combination thereof. For the avoidance of Parity Preferred Stock bear to each other. Written notice of any distribution in connection with any such liquidationdoubt, dissolution or winding up of the affairs of the Corporation, stating the payment date or dates when, and the place or places where, the amounts distributable in such circumstances no cash shall be payable, shall be given by first class mail, postage pre-paid, not less than 30 nor more than 60 days prior paid or distributed to the payment date stated therein, to holders of Junior Stock unless each record holder of the outstanding shares of Series B C Preferred Stock at has been paid in cash the respective addresses of full Liquidation Preference Amount to which such holders holder is entitled as the same shall appear on the stock transfer records of the Corporationprovided herein. Subject to the last sentence of this Section 4, after After payment of the full amount of the liquidation distributions to which they are entitledLiquidation Preference Amount, the such holders of Series B Preferred Stock will have no right or claim to any of the remaining assets of the Corporation. The consolidation or merger of the Corporation with or into another entity, a merger of another entity with or into the Corporation, a statutory share exchange by the Corporation or a sale, lease, transfer or conveyance of all or substantially all of the Corporation’s property or business shall not be deemed to constitute a liquidation, dissolution or winding up of the affairs of the Corporation. In determining whether a distribution (other than upon voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation) by dividend, redemption or other acquisition of shares of stock of the Corporation or otherwise is permitted under the Maryland General Corporation Law, no effect shall be given to amounts that would be needed, if the Corporation were to be dissolved at the time of the distribution, to satisfy the preferential rights upon dissolution of holders of the Series B Preferred Stock. Notwithstanding the above, for purposes of determining the amount each holder of shares of Series B C Preferred Stock is will not be entitled to receive with respect to a voluntary or involuntary liquidation, dissolution or winding up any further participation as such in any distribution of the affairs assets of the Corporation, each such holder of shares of Series B Preferred Stock shall be deemed to have converted (regardless of whether such holder actually converted) such holder’s shares of Series B Preferred Stock into Common Shares immediately prior to such liquidation event if, as a result of an actual conversion, such holder would receive, in the aggregate, an amount greater than the amount that would be distributed to such holder if such holder did not convert such shares of Series B Preferred Stock into Common SharesCompany.

Liquidation Preference. Upon In the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the CorporationCompany, the holders of shares of Series B F Preferred Stock are will be entitled to be paid out of the assets of the Corporation legally available for distribution to its stockholders, after payment of or provision for the Corporation’s debts and other liabilities, a liquidation preference of $10.00 per share (subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization with respect to the Series B Preferred Stock), plus an amount equal to 50% times the purchase price per share of such Preferred Stock, plus any accrued and but unpaid dividends (whether or not earned, authorized or declared) thereon to and including the date of payment, but without interest, before any distribution of assets is payments are made to holders of Junior Stock. If the assets prior classes of preferred stock or Common Stock of the Corporation legally available for distribution to stockholders are insufficient to pay in full the liquidation preference on the Series B Preferred Stock and the liquidation preference on the shares of any class or series of Parity Preferred Stock, all assets distributed to the holders of the Series B Preferred Stock and any class or series of Parity Preferred Stock shall Company. Any remaining amounts will be distributed pro rata so that ratably to all preferred shareholders on an as-converted basis until such time as all preferred shareholders have received an amount equal to one times the amount of assets distributed purchase price per share of Series B such Preferred Stock and plus any accrued but unpaid dividends. Any remaining amounts will be distributed ratably to all shareholders on an as-converted basis until such class or time as the Series F shareholders have received twice their investment [this is pari-passu with the existing terms for all series of Parity Preferred Stock shall in all cases bear to each other the same ratio that the liquidation preference per share on the Series B Preferred Stock and such class or series of Parity Preferred Stock bear to each otherpfd.]. Written notice of any distribution in connection with any such liquidation, dissolution or winding up An acquisition of the affairs Company in which its stockholders immediately prior to such event do not own a majority of the Corporation, stating the payment date or dates when, and the place or places where, the amounts distributable in such circumstances shall be payable, shall be given by first class mail, postage pre-paid, not less than 30 nor more than 60 days prior to the payment date stated therein, to each record holder outstanding shares of the Series B Preferred Stock at surviving corporation or the respective addresses of such holders as the same shall appear on the stock transfer records of the Corporation. Subject to the last sentence of this Section 4, after payment of the full amount of the liquidation distributions to which they are entitled, the holders of Series B Preferred Stock will have no right or claim to any of the remaining assets of the Corporation. The consolidation or merger of the Corporation with or into another entity, a merger of another entity with or into the Corporation, a statutory share exchange by the Corporation or a sale, lease, transfer or conveyance sale of all or substantially all of the Corporation’s property or business shall not be deemed to constitute a liquidation, dissolution or winding up assets of the affairs Company, will be treated as a liquidation (collectively, a “Liquidation Event”). Conversion/Antidilution: Series F Preferred will be convertible in whole or in part, initially on a one for one basis, into shares of Common Stock. The conversion price of the Corporation. In determining whether a distribution Series F Preferred will be subject to Exhibit B Placement Agreement Alien Technology and AEI adjustment to prevent dilution in the event that the Company issues additional shares (other than (i) shares issued upon voluntary exercise of stock options that are approved by the Board of Directors and are issued pursuant to the Company’s stock option plan, (ii) shares issued in public offerings, (iii) shares issued in acquisitions of other companies, (iv) shares issued in lease or involuntary liquidationloan transactions and (v) shares issued in connection with conversion of Preferred stock) at a purchase price less than the Series F Preferred original purchase price. In such event, dissolution or winding up of the affairs of conversion price will be adjusted on a weighted average basis pari-passu with Series A, B, C, D and E. There will also be proportional adjustments for stock splits, stock dividends, reclassification and the Corporation) by dividend, redemption or other acquisition of shares of like. Automatic Conversion: The Series F Shares will be automatically converted into common stock of the Corporation or otherwise is permitted under Company (the Maryland General Corporation Law“Common Stock”), no effect shall be given to amounts that would be needed, if the Corporation were to be dissolved at the time then applicable conversion price, (i) upon the closing of a sale of the distribution, to satisfy the preferential rights upon dissolution of holders of the Series B Preferred Stock. Notwithstanding the above, for purposes of determining the amount each holder of shares of Series B Preferred Stock is entitled to receive with respect to a voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation, each such holder of shares of Series B Preferred Stock shall be deemed to have converted (regardless of whether such holder actually converted) such holderCompany’s shares of Series B Preferred Common Stock into Common Shares immediately pursuant to a firm commitment underwritten public offering by the Company at a market capitalization of not less than $250,000,000 with proceeds (prior to such liquidation event if, as a result of an actual conversion, such holder would receive, in the aggregate, an amount underwriter commissions and discounts) equal to or greater than $25,000,000 or (ii) with the amount that would be distributed to such holder if such holder did not convert such shares written consent of Series B a majority of all Preferred Stock into Common SharesStock.

Liquidation Preference. Upon any dissolution, liquidation, or winding up of the Corporation, whether voluntary or involuntary involuntary, after payment of all amounts owing to holders of any capital stock ranking senior to the Series C Preferred Stock, the holders of outstanding shares of Series C Preferred Stock will be entitled to receive, out of the assets of the Corporation remaining after all of the Corporation's debts and liabilities have been paid or otherwise provided for, but before any payments have been made to the holders of Common Stock, Series A and Series B Preferred Stock or any other class or series of capital stock of the Corporation ranking junior in preference to the Series C Preferred Stock, an amount equal to the amount actually paid in cash for such share of Series C Preferred Stock (the "Series C Original Purchase Price") plus interest accruing on the Series C Original Purchase Price from the issue date of the securities in respect of which the Series C Preferred Stock were issued through the date of such payment at a per annum rate of interest equal to the three month London Interbank Offered Rate, as announced on the first business day of each calendar quarter in the "Money Rates" column of the Eastern Edition of The Wall Street Journal, plus one hundred and fifty (150) basis points plus any declared and unpaid dividends, if any (as to all holders entitled thereto, the "Series C Aggregate Liquidation Preference"). If upon any such dissolution, liquidation, dissolution or winding up of the affairs of the Corporation, whether voluntary or involuntary, the assets of the Corporation available to be distributed as aforesaid among the holders of the Series C Preferred Stock shall be insufficient to permit the payment in full to them of the Series C Aggregate Liquidation Preferences, then the entire assets of the Corporation so to be distributed shall be distributed ratably based upon their respective Series C Aggregate Liquidation Preferences among such holders of the Series C Preferred Stock. Upon any dissolution, liquidation, or winding up of the Corporation, whether voluntary or involuntary, after payment of all amounts owing to holders of any capital stock ranking senior to the Series A Preferred Stock and the Series B Preferred Stock, including the Series C Preferred Stock, the holders of outstanding shares of Series A Preferred Stock and Series B Preferred Stock are will be entitled to be paid receive, out of the assets of the Corporation legally available for distribution to its stockholders, remaining after payment all of or provision for the Corporation’s 's debts and liabilities have been paid or otherwise provided for, but before any payments have been made to the holders of Common Stock or any other liabilities, a liquidation class or series of capital stock of the Corporation ranking junior in preference of $10.00 per share (subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization with respect to Series A Preferred Stock and the Series B Preferred Stock), plus an amount equal to any accrued and unpaid dividends $1.00 per share (whether or not earned, authorized or declaredthe "Series A Original Purchase Price") thereon to and including in the date of payment, but without interest, before any distribution of assets is made to holders of Junior Stock. If the assets case of the Corporation legally available for distribution Series A Preferred Stock, and an amount equal to stockholders are insufficient to pay $4.55 per share (the "Series B Original Purchase Price") in full the liquidation preference on case of the Series B Preferred Stock, plus interest accruing on the Series A or Series B Original Purchase Price, as the case may be, from the issue date of the securities in respect of which the Series A Preferred Stock or the Series B Preferred Stock, as the case may be, were issued through the date of such payment at a per annum rate of interest equal to the three month London Interbank Offered Rate, as announced on the first business day of each calendar quarter in the "Money Rates" column of the Eastern Edition of The Wall Street Journal, plus one hundred and fifty (150) basis points (as to all holders entitled thereto, the "Series A Aggregate Liquidation Preference" in the case of the Series A Preferred Stock and the liquidation preference on "Series B Aggregate Liquidation Preference" in the shares of any class or series of Parity Preferred Stock, all assets distributed to the holders case of the Series B Preferred Stock (the Series A and any class or series of Parity Preferred Stock shall be distributed pro rata so that the amount of assets distributed per share of Series B Preferred Stock and such class or series of Parity Preferred Stock shall in all cases bear Aggregate Liquidation Preferences, collectively being referred to each other as the same ratio that the liquidation preference per share on the Series B Preferred Stock and such class or series of Parity Preferred Stock bear to each other"Junior Aggregate Liquidation Preferences")). Written notice of any distribution in connection with If upon any such dissolution, liquidation, dissolution or winding up of the affairs of the Corporation, stating the payment date whether voluntary or dates when, and the place or places whereinvoluntary, the amounts distributable in such circumstances shall be payable, shall be given by first class mail, postage pre-paid, not less than 30 nor more than 60 days prior to the payment date stated therein, to each record holder of the Series B Preferred Stock at the respective addresses of such holders as the same shall appear on the stock transfer records of the Corporation. Subject to the last sentence of this Section 4, after payment of the full amount of the liquidation distributions to which they are entitled, the holders of Series B Preferred Stock will have no right or claim to any of the remaining assets of the Corporation. The consolidation or merger of the Corporation with or into another entity, a merger of another entity with or into the Corporation, a statutory share exchange by the Corporation or a sale, lease, transfer or conveyance of all or substantially all of the Corporation’s property or business shall not be deemed to constitute a liquidation, dissolution or winding up of the affairs of the Corporation. In determining whether a distribution (other than upon voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation) by dividend, redemption or other acquisition of shares of stock of the Corporation or otherwise is permitted under the Maryland General Corporation Law, no effect shall be given to amounts that would be needed, if the Corporation were available to be dissolved at distributed as aforesaid among the time of the distribution, to satisfy the preferential rights upon dissolution of holders of the Series B Preferred Stock. Notwithstanding the above, for purposes of determining the amount each holder of shares of Series B A Preferred Stock is entitled to receive with respect to a voluntary or involuntary liquidation, dissolution or winding up of and the affairs of the Corporation, each such holder of shares of Series B Preferred Stock shall be deemed insufficient to have converted (regardless permit the payment in full to them of whether the Series A and Series B Aggregate Liquidation Preferences, then the entire assets of the Corporation so to be distributed shall be distributed ratably based upon their respective Junior Aggregate Liquidation Preferences among such holder actually converted) such holder’s shares holders of the Series A Preferred Stock and the Series B Preferred Stock into Common Shares immediately prior to such liquidation event if, as a result of an actual conversion, such holder would receive, in the aggregate, an amount greater than the amount that would be distributed to such holder if such holder did not convert such shares of Series B Preferred Stock into Common SharesStock.

Liquidation Preference. Upon any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporationa Liquidation Event (as defined below), the holders of shares of Series B A-1 Preferred Stock are entitled to be paid receive out of the assets of the Corporation legally available for distribution to its stockholders, after payment of or provision for the Corporation’s debts and other liabilities, a liquidation preference of $10.00 per share (subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization with respect to the Series B Preferred Stock), plus an amount equal to any accrued and unpaid dividends (whether or not earned, authorized or declared) thereon to and including the date of payment, but without interest, before any distribution of assets is made to holders of Junior Common Stock, liquidating distributions in the amount of $79.10 per share (as equitably adjusted for any stock dividends, combinations, splits, recapitalizations or similar events with respect to such shares) (the “Series A-1 Original Issue Price”), plus (a) an additional amount equal to eight percent (8%) of the Series A-1 Original Issue Price per year, calculated based on the number of days elapsed prior to the Liquidation Event and (b) any declared, but unpaid dividends (the amount payable to a holder of Series A-1 Preferred Stock upon a Liquidation Event as aforesaid being referred to herein as the “Liquidation Preference”). If upon a Liquidation Event, the assets Liquidation Preference and any amounts payable upon a Liquidation Event to other shares of stock of the Corporation legally available for ranking as to any such distribution to stockholders are insufficient to pay in full the liquidation preference on a parity with the Series B A-1 Preferred Stock and the liquidation preference on the shares of any class or series of Parity Preferred Stockare not paid in full, all assets distributed to the holders of the Series B A-1 Preferred Stock and of such other shares will share ratably in any class or series of Parity Preferred Stock shall be distributed pro rata so that the amount such distribution of assets distributed per share of Series B Preferred Stock and such class or series the Corporation in proportion to the full respective preferential amounts to which they are entitled. For purposes of Parity Preferred Stock shall in all cases bear to each other the same ratio that the liquidation preference per share on the Series B Preferred Stock and such class or series of Parity Preferred Stock bear to each other. Written notice of these resolutions, a “Liquidation Event” is any distribution in connection with any such liquidation, dissolution or winding up of the affairs Corporation, either voluntary or involuntary, and unless otherwise determined by the election of the holders of a majority of the then outstanding Series A-1 Preferred Stock, shall be deemed to be occasioned by, or to include, (a) the acquisition of the Corporation by another entity by means of any transaction or series of related transactions (including, without limitation, any reorganization, merger, consolidation, or other transaction in which control of the Corporation is transferred, but, excluding any merger effected exclusively for the purpose of changing the domicile of the Corporation, stating ) unless the payment date or dates when, and the place or places where, the amounts distributable in such circumstances shall be payable, shall be given by first class mail, postage pre-paid, not less than 30 nor more than 60 days Corporation’s capital stock of record as constituted immediately prior to the payment date stated thereinsuch acquisition will, to each record holder immediately after such acquisition represent at least 50% of the Series B Preferred Stock at the respective addresses of such holders as the same shall appear on the stock transfer records voting power of the Corporation. Subject to the last sentence of this Section 4, after payment of the full amount of the liquidation distributions to which they are entitled, the holders of Series B Preferred Stock will have no right surviving or claim to any of the remaining assets of the Corporation. The consolidation acquiring entity or merger of the Corporation with or into another entity, a merger of another entity with or into the Corporation, a statutory share exchange by the Corporation or (b) a sale, lease, transfer or conveyance other disposition, in a single transaction or series of related transactions of all or substantially all of the Corporation’s assets and/or the intellectual property or business shall not be deemed to constitute a liquidation, dissolution or winding up of the affairs of the Corporation. In determining whether a distribution (other than upon voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation) by dividend, redemption or other acquisition of shares of stock of the Corporation or otherwise is permitted under the Maryland General Corporation Lawand its subsidiaries, no effect shall be given to amounts that would be needed, if the Corporation were to be dissolved at the time of the distribution, to satisfy the preferential rights upon dissolution of holders of the Series B Preferred Stock. Notwithstanding the above, for purposes of determining the amount each holder of shares of Series B Preferred Stock is entitled to receive with respect to a voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation, each such holder of shares of Series B Preferred Stock shall be deemed to have converted (regardless of whether such holder actually converted) such holder’s shares of Series B Preferred Stock into Common Shares immediately prior to such liquidation event if, taken as a result of an actual conversion, such holder would receive, in the aggregate, an amount greater than the amount that would be distributed to such holder if such holder did not convert such shares of Series B Preferred Stock into Common Shareswhole.

Liquidation Preference. Upon any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the CorporationPartnership, the holders of shares of Series B A Preferred Stock Units are entitled to be paid out of the assets of the Corporation Partnership legally available for distribution to its stockholdersPartners, after payment of or provision for the CorporationPartnership’s debts Debts and other liabilities, a liquidation preference of $10.00 25.00 per share unit (subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization with respect to the Series B Preferred Stock“Base Liquidation Preference”), plus an amount equal to any accrued and unpaid dividends distributions (whether or not earned, authorized or declared) thereon to and including the date of payment, but without interest, before any distribution of assets is made to holders of Junior StockUnits. If the assets of the Corporation Partnership legally available for distribution to stockholders Partners are insufficient to pay in full the liquidation preference on the Series B A Preferred Stock Units and the liquidation preference on the shares of any class or series of Parity Preferred StockUnits, all assets distributed to the holders of the Series B A Preferred Stock Units and any class or series of Parity Preferred Stock Units shall be distributed pro rata so that the amount of assets distributed per share of Series B A Preferred Stock Units and such class or series of Parity Preferred Stock Units shall in all cases bear to each other the same ratio that the liquidation preference per share on the Series B A Preferred Stock Unit and such class or series of Parity Preferred Stock Units bear to each other. Written notice of any distribution in connection with any such liquidation, dissolution or winding up of the affairs of the CorporationPartnership, stating the payment date or dates when, and the place or places where, the amounts distributable in such circumstances shall be payable, shall be given by first class mail, postage pre-paid, not less than 30 nor more than 60 days prior to the payment date stated therein, to each record holder of the Series B A Preferred Stock Units at the respective addresses of such holders as the same shall appear on the stock transfer records of the CorporationPartnership. Subject to the last sentence of this Section 4, after After payment of the full amount of the liquidation liquidating distributions to which they are entitled, the holders of Series B A Preferred Stock Units will have no right or claim to any of the remaining assets of the CorporationPartnership. The consolidation or merger of the Corporation Partnership with or into another entity, a merger of another entity with or into the CorporationPartnership, a statutory share exchange by the Corporation Partnership or a sale, lease, transfer or conveyance of all or substantially all of the CorporationPartnership’s property Properties or business shall not be deemed to constitute a liquidation, dissolution or winding up of the affairs of the Corporation. In determining whether a distribution (other than upon voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation) by dividend, redemption or other acquisition of shares of stock of the Corporation or otherwise is permitted under the Maryland General Corporation Law, no effect shall be given to amounts that would be needed, if the Corporation were to be dissolved at the time of the distribution, to satisfy the preferential rights upon dissolution of holders of the Series B Preferred Stock. Notwithstanding the above, for purposes of determining the amount each holder of shares of Series B Preferred Stock is entitled to receive with respect to a voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation, each such holder of shares of Series B Preferred Stock shall be deemed to have converted (regardless of whether such holder actually converted) such holder’s shares of Series B Preferred Stock into Common Shares immediately prior to such liquidation event if, as a result of an actual conversion, such holder would receive, in the aggregate, an amount greater than the amount that would be distributed to such holder if such holder did not convert such shares of Series B Preferred Stock into Common SharesPartnership.

Liquidation Preference. Upon any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation, the holders of shares of Series B Preferred Stock are entitled to be paid out of the assets of the Corporation legally available for distribution to its stockholders, after payment of or provision for the Corporation’s debts and other liabilities, a liquidation preference of $10.00 per share (subject to appropriate adjustment in a) In the event of any stock dividend, stock split, combination or other similar recapitalization with respect to the Series B Preferred Stock), plus an amount equal to any accrued and unpaid dividends (whether or not earned, authorized or declared) thereon to and including the date of payment, but without interest, before any distribution of assets is made to holders of Junior Stock. If the assets of the Corporation legally available for distribution to stockholders are insufficient to pay in full the liquidation preference on the Series B Preferred Stock and the liquidation preference on the shares of any class or series of Parity Preferred Stock, all assets distributed to the holders of the Series B Preferred Stock and any class or series of Parity Preferred Stock shall be distributed pro rata so that the amount of assets distributed per share of Series B Preferred Stock and such class or series of Parity Preferred Stock shall in all cases bear to each other the same ratio that the liquidation preference per share on the Series B Preferred Stock and such class or series of Parity Preferred Stock bear to each other. Written notice of any distribution in connection with any such liquidation, dissolution or winding up of the affairs of the Corporation, stating the payment date or dates when, and the place or places where, the amounts distributable in such circumstances shall be payable, shall be given by first class mail, postage pre-paid, not less than 30 nor more than 60 days prior to the payment date stated therein, to each record holder of the Series B Preferred Stock at the respective addresses of such holders as the same shall appear on the stock transfer records of the Corporation. Subject to the last sentence of this Section 4, after payment of the full amount of the liquidation distributions to which they are entitled, the holders of Series B Preferred Stock will have no right or claim to any of the remaining assets of the Corporation. The consolidation or merger of the Corporation with or into another entity, a merger of another entity with or into the Corporation, a statutory share exchange by the Corporation or a sale, lease, transfer or conveyance of all or substantially all of the Corporation’s property or business shall not be deemed to constitute a liquidation, dissolution or winding up of the affairs of the Corporation. In determining Company, whether a distribution (other than upon voluntary or involuntary liquidation(a “Liquidation”), dissolution or winding up of the affairs of the Corporation) by dividend, redemption or other acquisition of shares of stock of the Corporation or otherwise is permitted under the Maryland General Corporation Law, no effect shall be given to amounts that would be needed, if the Corporation were to be dissolved at the time of the distribution, to satisfy the preferential rights upon dissolution of holders of the Series B A Preferred Stock then outstanding shall be entitled to receive out of the available assets of the Company, whether such assets are stated capital or surplus of any nature, an amount on such date equal to $$[insert original per share purchase price] per share of Series A Preferred Stock (the “Liquidation Preference”) plus the amount of any accrued and unpaid Base Dividends as of such date, calculated pursuant to Section 2. Such payment shall be made before any payment shall be made or any assets distributed to the holders of any class or series of the Common Stock or any other class or series of the Company’s capital stock ranking junior as to liquidation rights to the Series A Preferred Stock. Notwithstanding Following payment to the aboveholders of the Series A Preferred Stock of the full preferential amounts described in the first sentence of this Section 3(a), the remaining assets (if any) of the Company available for purposes distribution to stockholders of determining the amount each holder Company shall be distributed, subject to the rights of the holders of shares of Series B any other series of Preferred Stock is entitled ranking prior to receive with respect the Common Stock as to a voluntary or involuntary liquidationdistributions upon Liquidation, dissolution or winding up pro rata among the holders of the affairs Common Stock and any other shares of capital stock of the CorporationCompany ranking on a parity with the Common Stock as to distributions upon Liquidation. If upon any Liquidation the assets available for payment of the Liquidation Preference are insufficient to permit the payment to the holders of the Series A Preferred Stock of the full preferential amounts described in this paragraph, each such holder then all the remaining available assets shall be distributed among the holders of the then outstanding Series A Preferred Stock pro rata according to the number of then outstanding shares of Series B A Preferred Stock shall be deemed to have converted (regardless held by each holder thereof. A Corporate Transaction, other than an Excluded Corporate Transaction, shall, at the election of whether such holder actually converted) such holder’s shares the holders of a majority of the Series B A Preferred Stock into Common Shares immediately prior to such liquidation event ifoutstanding at the time, as constitute a result of an actual conversion, such holder would receive, in the aggregate, an amount greater than the amount that would be distributed to such holder if such holder did not convert such shares of Series B Preferred Stock into Common SharesLiquidation.

Liquidation Preference. Upon In the event of any bankruptcy, liquidation, dissolution or winding up of the Corporation, either voluntary or involuntary involuntary, each holder of Series B Junior Convertible Preferred Stock at the time thereof shall be entitled to receive, prior and in preference to any distribution of any of the assets or funds of the Corporation to the holders of the Common Stock or other Junior Stock by reason of their ownership of such stock, but after payment to holders of the Series A Preferred Stock of any amounts to which they are entitled, an amount per share of Series B Junior Convertible Preferred Stock equal to the Stated Value plus any accrued and unpaid dividends to the date of liquidation. If the assets and funds legally available for distribution among the holders of Series B Junior Convertible Preferred Stock shall be insufficient to permit the payment to the holders of the full aforesaid preferential amount, then the assets and funds shall be distributed ratably among holders of Series B Junior Convertible Preferred Stock in proportion to the number of shares of Series B Junior Convertible Preferred Stock owned by each holder. If the assets and funds of the Corporation available for distribution to stockholders upon any bankruptcy, liquidation, dissolution or winding up of the affairs of the Corporation, whether voluntary or involuntary, shall be insufficient to permit the holders of shares of Series B Preferred Stock are entitled to be paid out of the assets of the Corporation legally available for distribution to its stockholders, after payment of or provision for the Corporation’s debts and other liabilities, a liquidation preference of $10.00 per share (subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization with respect to the Series B Preferred Stock), plus an amount equal to any accrued and unpaid dividends (whether or not earned, authorized or declared) thereon to and including the date of payment, but without interest, before any distribution of assets is made to holders of Junior Stock. If the assets of the Corporation legally available for distribution to stockholders are insufficient to pay in full the liquidation preference on the Series B Preferred Stock aforesaid preferential amount and the liquidation preference on the there shall be any outstanding shares of any class or series of Parity Preferred Stock, all assets distributed to the holders of the Series B Preferred Stock and any class or series of Parity Preferred Stock shall be distributed pro rata so that the amount of assets distributed per share of Series B Preferred Stock and such class or series of Parity Preferred Stock shall in all cases bear to each other the same ratio that the liquidation preference per share on the Series B Preferred Stock and such class or series of Parity Preferred Stock bear to each other. Written notice of any distribution in connection with any such liquidation, dissolution or winding up of the affairs of the Corporation, stating the payment date or dates when, and the place or places where, the amounts distributable in such circumstances shall be payable, shall be given by first class mail, postage pre-paid, not less than 30 nor more than 60 days prior to the payment date stated therein, to each record holder of the Series B Preferred Stock at the respective addresses of such holders as the same shall appear on the stock transfer records of the Corporation. Subject to the last sentence of this Section 4, after payment of the full amount of the liquidation distributions to which they are entitledSecurities, the holders of Series B Junior Convertible Preferred Stock will have no right or claim to any of and the remaining assets of the Corporation. The consolidation or merger of the Corporation with or into another entity, a merger of another entity with or into the Corporation, a statutory share exchange by the Corporation or a sale, lease, transfer or conveyance of all or substantially all of the Corporation’s property or business shall not be deemed to constitute a liquidation, dissolution or winding up of the affairs of the Corporation. In determining whether a distribution (other than upon voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation) by dividend, redemption or other acquisition of shares of stock of the Corporation or otherwise is permitted under the Maryland General Corporation Law, no effect shall be given to amounts that would be needed, if the Corporation were to be dissolved at the time of the distribution, to satisfy the preferential rights upon dissolution of holders of the Series B Preferred Stock. Notwithstanding the above, for purposes of determining the amount each holder of shares of Series B Preferred Stock is entitled such other Parity Securities shall share ratably (and ratably as to receive with respect to a voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation, each such holder of shares of Series B Preferred Stock shall be deemed to have converted (regardless of whether such holder actually converted) such holder’s shares of Series B Preferred Stock into Common Shares immediately prior to such liquidation event if, as a result of an actual conversion, such holder would receive, in the aggregate, an amount greater than the amount that would be distributed to such holder if such holder did not convert such shares of Series B Preferred Stock into Common Shares.cash or

Liquidation Preference. Upon In the event of any voluntary Liquidation, after payment or involuntary liquidation, dissolution or winding up provision for payment by the Company of the affairs debts and other liabilities of the CorporationCompany and the liquidation preference of any Senior Securities, each Holder shall be entitled to receive an amount in cash for each share of the holders of shares of then outstanding Series B Preferred Stock are entitled held by such Holder equal to be paid out of the assets of the Corporation legally available for distribution to its stockholders, after payment of or provision for the Corporation’s debts and other liabilities, a liquidation preference of $10.00 Stated Value per share (subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization with respect to the Series B Preferred Stock), plus an amount equal to any all accrued and but unpaid dividends (thereon, whether or not earnedearnings are available in respect of such dividends or such dividends have been declared, authorized or declared) thereon to and including the date of payment, but without interest, full payment is tendered to the Holders with respect to such Liquidation and no more (such amount being referred to herein as the "Liquidation Preference") before any distribution of assets is shall be made to the holders of any Junior StockSecurities upon the Liquidation of the Company. If In case the assets of the Corporation legally Company available for distribution payment to stockholders the Holders are insufficient to pay the full Liquidation Preference on all outstanding shares of the Series B Preferred Stock and all outstanding Parity Securities in full the liquidation preference on amounts to which the holders of such shares are entitled, then the entire assets of the Company available for payment to the Holders will be distributed ratably among the Holders of the Series B Preferred Stock and the liquidation preference on the shares of any class or series of Parity Preferred Stock, all assets distributed to the holders of the Series B Preferred Stock and any class or series of Parity Preferred Stock shall be distributed pro rata so that Securities, based upon the aggregate amount of assets distributed per share of Series B Preferred Stock and due on such class or series of Parity Preferred Stock shall in all cases bear to each other the same ratio that the liquidation preference per share on the Series B Preferred Stock and such class or series of Parity Preferred Stock bear to each othershares upon Liquidation. Written notice of any distribution in connection with any such liquidation, dissolution or winding up Liquidation of the affairs of the CorporationCompany, stating the a payment date or dates when, and the place or places where, where the distributable amounts distributable in such circumstances shall be payable, shall be given by first class mail, postage pre-paidprepaid, not less than 30 nor more than 60 days prior to the payment date stated therein, to each the Holders of record holder of the Series B Preferred Stock Stock, if any, at the their respective addresses of such holders as the same shall appear on the stock transfer records books of the Corporation. Subject to the last sentence of this Section 4, after payment of the full amount of the liquidation distributions to which they are entitled, the holders of Series B Preferred Stock will have no right or claim to any of the remaining assets of the Corporation. The consolidation or merger of the Corporation with or into another entity, a merger of another entity with or into the Corporation, a statutory share exchange by the Corporation or a sale, lease, transfer or conveyance of all or substantially all of the Corporation’s property or business shall not be deemed to constitute a liquidation, dissolution or winding up of the affairs of the Corporation. In determining whether a distribution (other than upon voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation) by dividend, redemption or other acquisition of shares of stock of the Corporation or otherwise is permitted under the Maryland General Corporation Law, no effect shall be given to amounts that would be needed, if the Corporation were to be dissolved at the time of the distribution, to satisfy the preferential rights upon dissolution of holders of the Series B Preferred Stock. Notwithstanding the above, for purposes of determining the amount each holder of shares of Series B Preferred Stock is entitled to receive with respect to a voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation, each such holder of shares of Series B Preferred Stock shall be deemed to have converted (regardless of whether such holder actually converted) such holder’s shares of Series B Preferred Stock into Common Shares immediately prior to such liquidation event if, as a result of an actual conversion, such holder would receive, in the aggregate, an amount greater than the amount that would be distributed to such holder if such holder did not convert such shares of Series B Preferred Stock into Common SharesCompany.

Liquidation Preference. Upon In the event of a liquidation, dissolution or winding up of the Corporation, whether voluntary or involuntary, the holders of then-outstanding shares of Series B Preferred Stock shall be entitled to receive out of the assets of the Corporation, whether such assets are capital or surplus of any nature, an amount per share equal to the sum of (i) the dividends, if any, accumulated or deemed to have accumulated thereon to the date of final distribution to such holders, whether or not such dividends are declared, and (ii) the Stated Value thereof, and no more, before any payment shall be made or any assets distributed to the holders of any Junior Liquidation Securities. After any such payment in full, the holders of Series B Preferred Stock shall not, as such, be entitled to any further participation in any distribution of assets of the Corporation. All the assets of the Corporation available for distribution to stockholders after the liquidation preferences of any Senior Liquidation Securities shall be distributed ratably (in proportion to the full distributable amounts to which holders of Series B Preferred Stock and Parity Liquidation Securities, if any, are respectively entitled upon such dissolution, liquidation or winding up) among the holders of the then-outstanding shares of Series B Preferred Stock and Parity Liquidation Securities, if any, when such assets are not sufficient to pay in full the aggregate amounts payable thereon. Neither a consolidation or merger of the Corporation with or into any other Person or Persons, nor a sale, conveyance, lease, exchange or transfer of all or part of the Corporation's assets for cash, securities or other property to a Person or Persons shall be deemed to be a liquidation, dissolution or winding up of the Corporation for purposes of this Article IV, but the holders of shares of Series B Preferred Stock shall nevertheless be entitled from and after any such consolidation, merger or sale, conveyance, lease, exchange or transfer of all or part of the Corporation's assets to the rights provided by this Article IV following any such transaction. Notice of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation, the holders of shares of Series B Preferred Stock are entitled to be paid out of the assets of the Corporation legally available for distribution to its stockholders, after payment of or provision for the Corporation’s debts and other liabilities, a liquidation preference of $10.00 per share (subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization with respect to the Series B Preferred Stock), plus an amount equal to any accrued and unpaid dividends (whether or not earned, authorized or declared) thereon to and including the date of payment, but without interest, before any distribution of assets is made to holders of Junior Stock. If the assets of the Corporation legally available for distribution to stockholders are insufficient to pay in full the liquidation preference on the Series B Preferred Stock and the liquidation preference on the shares of any class or series of Parity Preferred Stock, all assets distributed to the holders of the Series B Preferred Stock and any class or series of Parity Preferred Stock shall be distributed pro rata so that the amount of assets distributed per share of Series B Preferred Stock and such class or series of Parity Preferred Stock shall in all cases bear to each other the same ratio that the liquidation preference per share on the Series B Preferred Stock and such class or series of Parity Preferred Stock bear to each other. Written notice of any distribution in connection with any such liquidation, dissolution or winding up of the affairs of the Corporation, stating the payment date or dates when, and the place or places where, the amounts distributable to each holder of shares of Series B Preferred Stock in such circumstances shall be payable, shall be given by first first-class mail, postage pre-paidprepaid, mailed not less than 30 nor more than 60 45 days prior to the any payment date stated therein, to each holders of record holder of the Series B Preferred Stock at the respective addresses of such holders as the same shall they appear on the stock transfer records of the Corporation. Subject to the last sentence of this Section 4, after payment of the full amount of the liquidation distributions to which they are entitled, the holders of Series B Preferred Stock will have no right or claim to any of the remaining assets of the Corporation. The consolidation or merger record books of the Corporation with or into another entity, a merger of another entity with or into the Corporation, a statutory share exchange by the Corporation or a sale, lease, transfer or conveyance of all or substantially all as of the Corporation’s property or business shall not be deemed to constitute a liquidation, dissolution or winding up of the affairs of the Corporation. In determining whether a distribution (other than upon voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation) by dividend, redemption or other acquisition of shares of stock of the Corporation or otherwise is permitted under the Maryland General Corporation Law, no effect shall be given to amounts that would be needed, if the Corporation were to be dissolved at the time of the distribution, to satisfy the preferential rights upon dissolution of holders of the Series B Preferred Stock. Notwithstanding the above, for purposes of determining the amount each holder of shares of Series B Preferred Stock is entitled to receive with respect to a voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation, each date such holder of shares of Series B Preferred Stock shall be deemed to have converted (regardless of whether such holder actually converted) such holder’s shares of Series B Preferred Stock into Common Shares immediately prior to such liquidation event if, as a result of an actual conversion, such holder would receive, in the aggregate, an amount greater than the amount that would be distributed to such holder if such holder did not convert such shares of Series B Preferred Stock into Common Sharesnotices are first mailed.

Liquidation Preference. Upon In the event of a Liquidation Event, the holders of Series C Preferred Stock shall be entitled to receive in cash out of the assets of the Corporation, whether from capital or from earnings available for distribution to its stockholders (the "Liquidation Funds"), before any amount shall be paid to the holders of any of the capital shares of the Corporation of any class junior in rank to the Series C Preferred Stock in respect of the preferences as to distributions and payments on the liquidation, dissolution and winding up of the Corporation ("Junior Shares"), an amount per share of Series C Preferred Stock equal to $0.36 plus accrued, but unpaid dividends thereon (the “Liquidation Preference”); provided that, if the Liquidation Funds are insufficient to pay the full amount due to the holders and holders of shares of other classes or series of preferred shares of the Corporation that are of equal rank with the Series C Preferred Stock as to payments of Liquidation Funds (the "Pari Passu Shares"), then each holder of Series C Preferred Stock and Pari Passu Shares shall receive a percentage of the Liquidation Funds equal to the full amount of Liquidation Funds payable to such holder as a liquidation preference (in accordance with the terms of the certificate of designations (or other equivalent document or instrument) governing payments to the holder of such shares upon a dissolution or liquidation of the Corporation) as a percentage of the full amount of Liquidation Funds payable to all holders of Series C Preferred Stock and Pari Passu Shares. All the preferential amounts to be paid to the holders under this Section shall be paid or set apart for payment before the payment or setting apart for payment of any amount for, or the distribution of any Liquidation Funds of the Corporation to the holders of shares of other classes or series of preferred shares of the Corporation junior in rank to the Series C Preferred Stock in connection with a Liquidation Event as to which this Section applies. For purposes of this Section, "Liquidation Event" means the voluntary or involuntary liquidation, dissolution or winding up of the affairs Corporation or any subsidiaries of the Corporation, the holders of shares of Series B Preferred Stock are entitled to be paid out of Corporation the assets of the Corporation legally available for distribution to its stockholders, after payment of or provision for the Corporation’s debts and other liabilities, a liquidation preference of $10.00 per share (subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization with respect to the Series B Preferred Stock), plus an amount equal to any accrued and unpaid dividends (whether or not earned, authorized or declared) thereon to and including the date of payment, but without interest, before any distribution of assets is made to holders of Junior Stock. If the assets of the Corporation legally available for distribution to stockholders are insufficient to pay in full the liquidation preference on the Series B Preferred Stock and the liquidation preference on the shares of any class or series of Parity Preferred Stock, all assets distributed to the holders of the Series B Preferred Stock and any class or series of Parity Preferred Stock shall be distributed pro rata so that the amount of assets distributed per share of Series B Preferred Stock and such class or series of Parity Preferred Stock shall in all cases bear to each other the same ratio that the liquidation preference per share on the Series B Preferred Stock and such class or series of Parity Preferred Stock bear to each other. Written notice of any distribution in connection with any such liquidation, dissolution or winding up of the affairs of the Corporation, stating the payment date or dates when, and the place or places where, the amounts distributable in such circumstances shall be payable, shall be given by first class mail, postage pre-paid, not less than 30 nor more than 60 days prior to the payment date stated therein, to each record holder of the Series B Preferred Stock at the respective addresses of such holders as the same shall appear on the stock transfer records of the Corporation. Subject to the last sentence of this Section 4, after payment of the full amount of the liquidation distributions to which they are entitled, the holders of Series B Preferred Stock will have no right or claim to any of the remaining assets of the Corporation. The consolidation or merger of the Corporation with or into another entity, a merger of another entity with or into the Corporation, a statutory share exchange by the Corporation or a sale, lease, transfer or conveyance of constitute all or substantially all of the Corporation’s property or business shall not be deemed to constitute a liquidation, dissolution or winding up of the affairs Corporation and its subsidiaries taken as a whole, in a single transaction or series of transactions. The purchase or redemption by the Corporation. In determining whether a distribution (other than upon voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation) by dividend, redemption or other acquisition Corporation of shares of stock of the Corporation or otherwise is any class, in any manner permitted under the Maryland General Corporation Lawby law, no effect shall be given to amounts that would be needed, if the Corporation were to be dissolved at the time of the distribution, to satisfy the preferential rights upon dissolution of holders of the Series B Preferred Stock. Notwithstanding the abovenot, for the purposes of determining the amount each holder of shares of Series B Preferred Stock is entitled to receive with respect to hereof, be regarded as a voluntary or involuntary liquidationLiquidation Event. For purposes hereof, dissolution or winding up of the affairs of the Corporation, each such holder of any outstanding shares of Series B Preferred Stock shall be deemed to have converted (regardless of whether such holder actually converted) such holder’s shares of Series B Preferred Stock into Common Shares immediately prior to such liquidation event if, as a result of an actual conversion, such holder would receive, in the aggregate, an amount greater than the amount that would be distributed to such holder if such holder did not convert such shares of Series B Preferred Stock into Common Pari Passu Shares.”

Liquidation Preference. Upon Subject to the rights of any voluntary applicable Senior Units, in the event of (i) a Liquidating Event, or involuntary liquidation(ii) the merger, dissolution consolidation, reorganization or winding up other combination of the affairs Partnership with or into another entity, which events are approved by a majority of the CorporationIndependent Directors (any such event, an “Optional Liquidation Preference Event”), the holders of shares of Series B Class A Convertible Preferred Stock are Units shall be entitled to be paid receive, in exchange for any Class A Convertible Preferred Unit, out of the assets of the Corporation legally available Partnership, an amount per Class A Convertible Preferred Unit equal to the Class A Convertible Preferred Unit Liquidation Preference Amount before any payment is made, or any assets are distributed, to the holders of Common Units or Junior Units but following any payment to be made or any assets to be distributed to any Senior Units and concurrent with any payment to be made or any assets to be distributed to Pari Passu Units. With respect to an Optional Liquidation Preference Event, each holder of Class A Convertible Preferred Units will have the option, in such holder’s sole discretion, to exercise its right to receive, in exchange for distribution any Class A Convertible Preferred Unit, the Class A Preferred Liquidation Preference plus all declared but unpaid Class A Preferred Distributions by delivering written notice to its stockholdersthe Partnership of such election. If, after payment of or provision for the Corporation’s debts and other liabilities, a liquidation preference of $10.00 per share (subject to appropriate adjustment in the event of any stock dividenda Liquidating Event or an Optional Liquidation Preference Event, stock split, combination or other similar recapitalization with respect to the Series B Preferred Stock), plus an amount equal to any accrued and unpaid dividends (whether or not earned, authorized or declared) thereon to and including the date of payment, but without interest, before any distribution of assets is made to holders of Junior Stock. If the assets of the Corporation legally available for distribution to stockholders Partnership are insufficient to pay the total aggregate Class A Convertible Preferred Unit Liquidation Preference Amount plus any accumulated and declared and unpaid Class A Preferred Distributions (in the case of an Optional Liquidation Preference Event, to those electing holders) and aggregate amounts, if any, to which the Pari Passu Units would be entitled upon such Liquidating Event, the holders of such Class A Convertible Preferred Units shall share in any such distribution pro rata with the holders of all Pari Passu Units outstanding in proportion to the full amounts to which they would otherwise be respectively entitled (i.e., the liquidation preference on the Series B Preferred Stock and the liquidation preference on the shares of any class or series of Parity Preferred Stock, all assets amount to be distributed to the holders of the Series B Class A Convertible Preferred Stock and any class or series of Parity Preferred Stock Units shall be distributed pro rata so that equal to the product of (i) the amount available for distribution, multiplied by (ii) a fraction, the numerator of assets distributed per share which is the aggregate Class A Convertible Preferred Unit Liquidation Preference Amount plus any accumulated and declared and unpaid Class A Preferred Distributions (in the case of Series B an Optional Liquidation Preference Event, the aggregate Class A Convertible Preferred Stock Unit Liquidation Preference Amount plus any accumulated and such class or series of Parity declared and unpaid Class A Preferred Stock shall in all cases bear to each other the same ratio that the liquidation preference per share on the Series B Preferred Stock and such class or series of Parity Preferred Stock bear to each other. Written notice of any distribution in connection with any such liquidation, dissolution or winding up Distributions of the affairs electing holders) and the denominator of which is the sum of the Corporationaggregate Class A Convertible Preferred Unit Liquidation Preference Amounts plus any accumulated and declared and unpaid Class A Preferred Distributions (in the case of an Optional Liquidation Preference Event, stating the payment date or dates when, aggregate Class A Convertible Preferred Unit Liquidation Preference Amount of the electing holders plus any accumulated and declared and unpaid Class A Preferred Distributions of such holders) and the place or places whereaggregate amounts, if any, to which the Pari Passu Units would be entitled upon such Liquidating Event). All amounts distributable in such circumstances distributed to any holder of Class A Convertible Preferred Units shall be payable, shall be given by first class mail, postage pre-paid, not less than 30 nor more than 60 days prior in cash to the payment date stated thereinextent cash is available, unless otherwise previously consented to each record holder of the Series B Preferred Stock at the respective addresses of such holders as the same shall appear on the stock transfer records of the Corporation. Subject to the last sentence of this Section 4, after payment of the full amount of the liquidation distributions to which they are entitled, the holders of Series B Preferred Stock will have no right or claim to any of the remaining assets of the Corporation. The consolidation or merger of the Corporation with or into another entity, a merger of another entity with or into the Corporation, a statutory share exchange in writing by the Corporation or a sale, lease, transfer or conveyance of all or substantially all of the Corporation’s property or business shall not be deemed to constitute a liquidation, dissolution or winding up of the affairs of the Corporation. In determining whether a distribution (other than upon voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation) by dividend, redemption or other acquisition of shares of stock of the Corporation or otherwise is permitted under the Maryland General Corporation Law, no effect shall be given to amounts that would be needed, if the Corporation were to be dissolved at the time of the distribution, to satisfy the preferential rights upon dissolution of holders of the Series B Preferred Stock. Notwithstanding the above, for purposes of determining the amount each holder of shares of Series B Preferred Stock is entitled to receive with respect to a voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation, each such holder of shares of Series B Preferred Stock shall be deemed to have converted (regardless of whether such holder actually converted) such holder’s shares of Series B Preferred Stock into Common Shares immediately prior to such liquidation event if, as a result of an actual conversion, such holder would receive, in the aggregate, an amount greater than the amount that would be distributed to such holder if such holder did not convert such shares of Series B Preferred Stock into Common Shares.

Liquidation Preference. Upon any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation, the holders of shares of Series B Preferred Stock are entitled to be paid out of the assets of the Corporation legally available for distribution to its stockholders, after payment of or provision for the Corporation’s debts and other liabilities, a liquidation preference of $10.00 per share (subject to appropriate adjustment in In the event of any stock dividendLiquidation, stock split, combination after payment or provision for payment by the Company of the debts and other similar recapitalization liabilities of the Company and the liquidation preference of any Senior Securities that rank senior to the Series A Preferred Stock with respect to the Series B Preferred Stock)distributions upon Liquidation, plus each Holder shall be entitled to receive an amount in cash for each share of the then outstanding Series A Preferred Stock held by the Holder equal to any accrued and unpaid dividends the greater of (whether or not earned, authorized or declareda) thereon the Stated Value per share to and including the date full payment is tendered to Holders with respect to such Liquidation and (b) the amount the Holder would have received if the Holder had converted all outstanding shares of paymentSeries A Preferred Stock into Common Stock in accordance with the provisions of Section 6(A) hereof or redeemed all outstanding shares of Series A Preferred Stock into Common Stock under Section 6(B) hereof (whichever is greater), but without interestin each case as of the Business Day immediately preceding the date of such Liquidation (such greater amount being referred to herein as the "Liquidation Preference"), before any distribution of assets is shall be made to the holders of any Junior Securities (and any Senior Securities or Parity Securities that, with respect to distributions upon Liquidation, rank junior to the Series A Preferred Stock) upon the Liquidation of the Company. If In case the assets of the Corporation legally Company available for distribution payment to stockholders Holders are insufficient to pay in the full the liquidation preference Liquidation Preference on all outstanding shares of the Series B A Preferred Stock and all outstanding shares of Parity Securities and Senior Securities that, with respect to distributions upon Liquidation, are pari passu with the Series A Preferred Stock in the amounts to which the holders of such shares are entitled, then the entire assets of the Company available for payment to Holders of the Series A Preferred Stock and to the holders of such Parity Securities and Senior Securities shall be distributed ratably among Holders of the Series A Preferred Stock and the liquidation preference on the shares of any class or series of Parity Preferred Stock, all assets distributed to the holders of such Parity Securities and Senior Securities, based upon the Series B Preferred Stock and any class or series of Parity Preferred Stock shall be distributed pro rata so that the aggregate amount of assets distributed per share of Series B Preferred Stock and due on such class or series of Parity Preferred Stock shall in all cases bear to each other the same ratio that the liquidation preference per share on the Series B Preferred Stock and such class or series of Parity Preferred Stock bear to each othershares upon Liquidation. Written notice of any distribution in connection with any such liquidation, dissolution or winding up Liquidation of the affairs of the CorporationCompany, stating the a payment date or dates when, and the place or places where, where the distributable amounts distributable in such circumstances shall be payable, shall be given by first class mail, postage pre-paid, facsimile and overnight delivery not less than 30 nor more than 60 ten (10) calendar days prior to the payment date stated therein, to each Holders of record holder of the Series B A Preferred Stock Stock, if any, at the their respective addresses of such holders as the same shall appear on the stock transfer records books of the Corporation. Subject to the last sentence of this Section 4, after payment of the full amount of the liquidation distributions to which they are entitled, the holders of Series B Preferred Stock will have no right or claim to any of the remaining assets of the Corporation. The consolidation or merger of the Corporation with or into another entity, a merger of another entity with or into the Corporation, a statutory share exchange by the Corporation or a sale, lease, transfer or conveyance of all or substantially all of the Corporation’s property or business shall not be deemed to constitute a liquidation, dissolution or winding up of the affairs of the Corporation. In determining whether a distribution (other than upon voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation) by dividend, redemption or other acquisition of shares of stock of the Corporation or otherwise is permitted under the Maryland General Corporation Law, no effect shall be given to amounts that would be needed, if the Corporation were to be dissolved at the time of the distribution, to satisfy the preferential rights upon dissolution of holders of the Series B Preferred Stock. Notwithstanding the above, for purposes of determining the amount each holder of shares of Series B Preferred Stock is entitled to receive with respect to a voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation, each such holder of shares of Series B Preferred Stock shall be deemed to have converted (regardless of whether such holder actually converted) such holder’s shares of Series B Preferred Stock into Common Shares immediately prior to such liquidation event if, as a result of an actual conversion, such holder would receive, in the aggregate, an amount greater than the amount that would be distributed to such holder if such holder did not convert such shares of Series B Preferred Stock into Common SharesCompany.

Liquidation Preference. Upon (a) In the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation, either voluntary or involuntarily, the holders of shares of Series B Y Preferred Stock are shall be entitled to be paid out receive, prior and in preference to any distribution of any of the assets of the Corporation legally available for distribution to its stockholders, after payment the holders of Common Stock and any other class or provision for series of preferred stock (whenever designated or created) that is junior to the Corporation’s debts and other liabilities, a liquidation preference of $10.00 per share (subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization Series Y Preferred Stock with respect to the Series B Preferred Stock), plus an amount equal to any accrued and unpaid dividends (whether or not earned, authorized or declared) thereon to and including the date of payment, but without interest, before any distribution of assets is made to holders of Junior Stock. If the assets of the Corporation legally available for distribution to stockholders are insufficient to pay in full the liquidation preference on the Series B Preferred Stock and the liquidation preference on the shares of any class or series of Parity Preferred Stock, all assets distributed to the holders of the Series B Preferred Stock and any class or series of Parity Preferred Stock shall be distributed pro rata so that the amount of assets distributed per share of Series B Preferred Stock and such class or series of Parity Preferred Stock shall in all cases bear to each other the same ratio that the liquidation preference per share on the Series B Preferred Stock and such class or series of Parity Preferred Stock bear to each other. Written notice of any distribution in connection with any such liquidation, dissolution or winding up of the affairs Corporation by reason of their ownership thereof, an amount per share equal to the sum of $1,000.00 (the "Original Series Y Issue Price") plus, in the case of each share, an amount equal to all Accruing Dividends thereon unpaid (whether or not declared) computed to the date payment thereon is made (subject to adjustment of such fixed dollar amounts for any stock splits, stock dividends, combinations, recapitalizations or the like affecting the Series Y Preferred Stock after the date of the Corporationfiling of this Series Y Certificate of Designation with the Secretary of State of the State of Delaware). If upon the occurrence of such event, stating the assets and funds available for distribution to the holders of shares of Series Y Preferred Stock and any other class or series of preferred stock (whenever designated or created) that is on parity with the Series Y Preferred Stock shall be insufficient to permit the payment date or dates whento such holders of the full aforesaid preferential amounts, then the entire assets and funds of the place or places where, the amounts distributable in such circumstances Corporation legally available for distribution shall be payable, shall be given by first class mail, postage pre-paid, not less than 30 nor more than 60 days prior to distributed ratably among the payment date stated therein, to each record holder holders of the Series B Y Preferred Stock at and any other such class or series of Preferred Stock in proportion to the respective addresses amount of such holders as the same shall appear preferential amounts due on the stock transfer records shares of Series Y Preferred Stock and any other such class or series of Preferred Stock owned by each such holder. The Corporation's Series X Convertible Preferred Stock, par value $.001 per share (the Corporation. Subject "Series X Preferred Stock"), shall rank on parity with the Series Y Preferred Stock with respect to the last sentence of this Section 4, after payment of the full amount of the liquidation distributions to which they are entitled, the holders of Series B Preferred Stock will have no right or claim to any of the remaining assets of the Corporation. The consolidation or merger of the Corporation with or into another entity, a merger of another entity with or into the Corporation, a statutory share exchange by the Corporation or a sale, lease, transfer or conveyance of all or substantially all of the Corporation’s property or business shall not be deemed to constitute a liquidation, dissolution or winding up of the affairs of the Corporation. In determining whether a distribution (other than upon voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation) by dividend, redemption or other acquisition of shares of stock of the Corporation or otherwise is permitted under the Maryland General Corporation Law, no effect shall be given to amounts that would be needed, if the Corporation were to be dissolved at the time of the distribution, to satisfy the preferential rights upon dissolution of holders of the Series B Preferred Stock. Notwithstanding the above, for purposes of determining the amount each holder of shares of Series B Preferred Stock is entitled to receive with respect to a voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation, each such holder of shares of Series B Preferred Stock shall be deemed to have converted (regardless of whether such holder actually converted) such holder’s shares of Series B Preferred Stock into Common Shares immediately prior to such liquidation event if, as a result of an actual conversion, such holder would receive, in the aggregate, an amount greater than the amount that would be distributed to such holder if such holder did not convert such shares of Series B Preferred Stock into Common Shares.

Liquidation Preference. Upon any In the event of our voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporationup, the holders of shares of Series B F Preferred Stock are will be entitled to be paid out of the assets of the Corporation we have legally available for distribution to its our stockholders, after payment subject to the preferential rights of the holders of any classes or provision for the Corporation’s debts and other liabilitiesseries of our Senior Stock, a liquidation preference of $10.00 25.00 per share (subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization with respect to the Series B Preferred Stock)share, plus an amount equal to any accrued accumulated and unpaid dividends thereon (whether or not earned, authorized or declared) thereon to and including the date of paymentto, but excluding, the payment date, without interest, before any distribution of assets is made to holders of Junior Stock. If the assets of the Corporation legally available for distribution to stockholders are insufficient to pay in full the liquidation preference on the Series B Preferred Stock ; and the liquidation preference on the shares of any class or series of Parity Preferred Stock, all assets distributed to the holders of the Series B F Preferred Stock and will not be entitled to any class or series of Parity Preferred Stock shall be distributed pro rata so that further payment. In the amount of assets distributed per share of Series B Preferred Stock and such class or series of Parity Preferred Stock shall in all cases bear to each other the same ratio that the liquidation preference per share on the Series B Preferred Stock and such class or series of Parity Preferred Stock bear to each other. Written notice of any distribution in connection with event that, upon any such voluntary or involuntary liquidation, dissolution or winding up up, our available assets are insufficient to pay the amount of the affairs liquidating distributions on all outstanding shares of the Corporation, stating the payment date or dates when, our Series F Preferred Stock and the place or places wherecorresponding amounts payable on all shares of our other Parity Stock, then the amounts distributable holders of our Series F Preferred Stock and all other such Parity Stock will share ratably in any such circumstances shall distribution of assets in proportion to the full liquidating distributions to which they would otherwise be payable, shall respectively entitled. Notice of any such liquidation will be given by first class mail, postage pre-paid, not less no fewer than 30 nor days and no more than 60 days prior to the payment date stated thereindate, to each record holder of the record of Series B F Preferred Stock at the respective addresses address of such holders holder as the same shall appear it appears on the our stock transfer records of the Corporationrecords. Subject to the last sentence of this Section 4, after After payment of the full amount of the liquidation liquidating distributions to which they are entitled, the holders of Series B F Preferred Stock will have no right or claim to any of the our remaining assets of the Corporationassets. The consolidation consolidation, conversion or merger of the Corporation us with or into another entityany other corporation, a merger trust or entity or of another any other entity with or into us, the Corporation, a statutory share exchange by the Corporation or a sale, lease, transfer or conveyance of all or substantially all of the Corporation’s our property or business shall or a statutory share exchange, will not be deemed to constitute a liquidation, dissolution or winding up of us (although such events may give rise to the affairs of the Corporationspecial optional redemption and contingent conversion rights described below). In determining whether a distribution (other than upon voluntary or involuntary liquidation), dissolution or winding up of the affairs of the Corporation) by dividend, redemption or other acquisition of shares of stock of the Corporation or otherwise otherwise, is permitted under the Maryland General Corporation Lawlaw with respect to any share of any class or series of our stock, no effect shall be given to amounts that would be needed, if the Corporation we were to be dissolved at the time of the distribution, to satisfy the preferential rights upon dissolution of holders of the Series B Preferred Stock. Notwithstanding the above, for purposes of determining the amount each holder of shares of Series B F Preferred Stock will not be added to our total liabilities. Redemption The Series F Preferred Stock is entitled not redeemable by us prior to receive with respect October 15, 2026, except under circumstances where it is necessary to preserve our qualification as a voluntary or involuntary liquidation, dissolution or winding up REIT for U.S. federal income tax purposes (please see “— Restrictions on Transfer and Ownership” below and “Description of the affairs Common Stock — Restrictions on Ownership and Transfer” and “Description of the Corporation, each such holder of shares of Series B Preferred Stock shall be deemed to have converted (regardless — Restrictions on Ownership; Change of whether such holder actually converted) such holder’s shares of Series B Preferred Stock into Common Shares immediately prior to such liquidation event if, as a result of an actual conversion, such holder would receive, Control Provisions” in the aggregate, an amount greater than accompanying prospectus) and except as described below under “— Special Optional Redemption” upon the amount that would be distributed to such holder if such holder did not convert such shares occurrence of Series B Preferred Stock into Common Sharesa Change of Control (as defined below).

Liquidation Preference. Upon any voluntary or involuntary (a) In the event of the liquidation, dissolution or winding up of the affairs of the CorporationCompany, whether voluntary or involuntary, after payment or provision for payment of the debts and other liabilities of the Company, the holders of shares of the Series B C Preferred Stock are then outstanding shall be entitled to be paid receive, out of the assets of the Corporation legally available for distribution to its stockholdersCompany, after payment of whether such assets are capital or provision for the Corporation’s debts and other liabilities, a liquidation preference of $10.00 per share (subject to appropriate adjustment in the event surplus of any stock dividend, stock split, combination or other similar recapitalization with respect to the Series B Preferred Stock), plus an amount equal to any accrued and unpaid dividends (whether or not earned, authorized or declared) thereon to and including the date of payment, but without interestnature, before any distribution of assets is payment shall be made to holders of Junior Stock. If the assets of the Corporation legally available for distribution to stockholders are insufficient to pay in full the liquidation preference on the Series B Preferred Stock and the liquidation preference on the shares of or any class or series of Parity Preferred Stock, all assets distributed to the holders of the Common Stock or any other Junior Stock (but pari passu with any payment to holders of Series B Convertible Preferred Stock), an amount per share of Series C Preferred Stock calculated by taking the total amount available for distribution to holders of all the Company’s outstanding Common Stock before deduction of any preference payments for the Series B Convertible Preferred Stock or Series C Preferred Stock, divided by the total of (x) all of the then outstanding shares of the Company’s Common Stock, plus (y) all of the shares of the Company’s Common Stock into which all of the outstanding shares of the Series B Convertible Preferred Stock and any class or series Series C Preferred Stock can be converted, and then (z) multiplying the sum so obtained by the number of Parity shares of Common Stock into which such share of Series C Preferred Stock could then be converted (the “Liquidation Preference Amount”). The liquidation payment with respect to each outstanding fractional share of Series C Preferred Stock shall be distributed pro rata so that the equal to a ratably proportionate amount of assets distributed per the liquidation payment with respect to each outstanding share of Series B C Preferred Stock and such class or series Stock. All payments for which this Section 4(a) provides shall be in cash, property (valued at its fair market value as determined by an independent appraiser reasonably acceptable to the holders of Parity Preferred Stock shall in all cases bear to each other the same ratio that the liquidation preference per share on a majority of the Series B C Preferred Stock and such class Stock), or series of Parity Preferred Stock bear to each other. Written notice of any distribution in connection with any such liquidationa combination thereof; provided, dissolution or winding up of the affairs of the Corporationhowever, stating the payment date or dates when, and the place or places where, the amounts distributable in such circumstances that no cash shall be payable, shall be given by first class mail, postage pre-paid, not less than 30 nor more than 60 days prior paid to the payment date stated therein, to holders of Junior Stock unless each record holder of the outstanding shares of Series B C Preferred Stock at has been paid in cash the respective addresses of full Liquidation Preference Amount to which such holders holder is entitled as the same shall appear on the stock transfer records of the Corporationprovided herein. Subject to the last sentence of this Section 4, after After payment of the full amount of the liquidation distributions Liquidation Preference Amount to which they are each holder is entitled, the such holders of Series B Preferred Stock will have no right or claim to any of the remaining assets of the Corporation. The consolidation or merger of the Corporation with or into another entity, a merger of another entity with or into the Corporation, a statutory share exchange by the Corporation or a sale, lease, transfer or conveyance of all or substantially all of the Corporation’s property or business shall not be deemed to constitute a liquidation, dissolution or winding up of the affairs of the Corporation. In determining whether a distribution (other than upon voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation) by dividend, redemption or other acquisition of shares of stock of the Corporation or otherwise is permitted under the Maryland General Corporation Law, no effect shall be given to amounts that would be needed, if the Corporation were to be dissolved at the time of the distribution, to satisfy the preferential rights upon dissolution of holders of the Series B Preferred Stock. Notwithstanding the above, for purposes of determining the amount each holder of shares of Series B C Preferred Stock is will not be entitled to receive with respect to a voluntary or involuntary liquidation, dissolution or winding up any further participation as such in any distribution of the affairs assets of the Corporation, each such holder of shares of Series B Preferred Stock shall be deemed to have converted (regardless of whether such holder actually converted) such holder’s shares of Series B Preferred Stock into Common Shares immediately prior to such liquidation event if, as a result of an actual conversion, such holder would receive, in the aggregate, an amount greater than the amount that would be distributed to such holder if such holder did not convert such shares of Series B Preferred Stock into Common SharesCompany.

Liquidation Preference. Upon any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation, the holders of shares of Series B Preferred Stock are entitled to be paid out of the assets of the Corporation legally available for distribution to its stockholders, after payment of or provision for the Corporation’s debts and other liabilities, a liquidation preference of $10.00 per share (subject to appropriate adjustment in In the event of any stock dividend, stock split, combination or other similar recapitalization with respect to the Series B Preferred Stock), plus an amount equal to any accrued and unpaid dividends (whether or not earned, authorized or declared) thereon to and including the date of payment, but without interest, before any distribution of assets is made to holders of Junior Stock. If the assets of the Corporation legally available for distribution to stockholders are insufficient to pay in full the liquidation preference on the Series B Preferred Stock and the liquidation preference on the shares of any class or series of Parity Preferred Stock, all assets distributed to the holders of the Series B Preferred Stock and any class or series of Parity Preferred Stock shall be distributed pro rata so that the amount of assets distributed per share of Series B Preferred Stock and such class or series of Parity Preferred Stock shall in all cases bear to each other the same ratio that the liquidation preference per share on the Series B Preferred Stock and such class or series of Parity Preferred Stock bear to each other. Written notice of any distribution in connection with any such liquidation, dissolution or winding up of the affairs of the Corporation, stating the payment date or dates when, and the place or places where, the amounts distributable in such circumstances shall be payable, shall be given by first class mail, postage pre-paid, not less than 30 nor more than 60 days prior to the payment date stated therein, to each record holder of the Series B Preferred Stock at the respective addresses of such holders as the same shall appear on the stock transfer records of the Corporation. Subject to the last sentence of this Section 4, after payment of the full amount of the liquidation distributions to which they are entitled, the holders of Series B Preferred Stock will have no right or claim to any of the remaining assets of the Corporation. The consolidation or merger of the Corporation with or into another entity, a merger of another entity with or into the Corporation, a statutory share exchange by the Corporation or a sale, lease, transfer or conveyance of all or substantially all of the Corporation’s property or business shall not be deemed to constitute a liquidation, dissolution or winding up of the affairs of the Corporation. In determining Company, whether a distribution (other than upon voluntary or involuntary liquidation(a "Liquidation"), dissolution or winding up of the affairs of the Corporation) by dividend, redemption or other acquisition of shares of stock of the Corporation or otherwise is permitted under the Maryland General Corporation Law, no effect shall be given to amounts that would be needed, if the Corporation were to be dissolved at the time of the distribution, to satisfy the preferential rights upon dissolution of holders of the Series B C Preferred Stock then outstanding shall, to the extent permitted by and subject to the terms and conditions of the Working Capital Facility Documents, be entitled to receive out of the available assets of the Company, whether such assets are stated capital or surplus of any nature, an amount on such date equal to the Liquidation Preference per share of Series C Preferred Stock plus the amount of any declared or accrued but unpaid Dividends thereon as of such date. Such payment shall be made before any payment shall be made or any assets distributed to the holders of any class or series of the Common Stock or any other class or series of the Company's capital stock ranking junior as to liquidation rights to the Series C Preferred Stock. Notwithstanding If upon any Liquidation the aboveassets available for distribution to the holders of the Series C Preferred Stock are insufficient to permit the payment to the holders of the Series C Preferred Stock of the full preferential amounts described in this paragraph, then all the remaining available assets shall be distributed among the holders of the then outstanding shares of Series C Preferred Stock pro rata according to the number of the then outstanding shares of Series C Preferred Stock held by each holder thereof. A Corporate Transaction (as defined below) of the Company (other than an Excluded Corporation Transaction (as defined below)) shall, at the election of the holders of a majority of the shares of Series C Preferred Stock outstanding at the time and as a condition precedent to the consummation of the Corporate Transaction, constitute a Liquidation for purposes of determining this Section 3, with the amount each holder of shares of result that the Company shall be required to redeem the Series B C Preferred Stock is entitled outstanding prior to receive with respect to a voluntary or involuntary liquidation, dissolution or winding up the consummation of the affairs Corporate Transaction applying the redemption procedures set forth in Section 4 below as if it were a mandatory redemption on the date of the Corporation, each such holder of shares of Series B Preferred Stock shall be deemed to have converted (regardless of whether such holder actually converted) such holder’s shares of Series B Preferred Stock into Common Shares immediately prior to such liquidation event if, as a result of an actual conversion, such holder would receive, in the aggregate, an amount greater than the amount that would be distributed to such holder if such holder did not convert such shares of Series B Preferred Stock into Common SharesCorporate Transaction.

Liquidation Preference. Upon any voluntary or involuntary liquidationLiquidation Event, dissolution or winding up each holder of the affairs of the Corporation, the holders of outstanding shares of Series B Convertible Preferred Stock are shall be entitled to be paid out of the assets of the Corporation legally available for distribution to its stockholders, after payment whether such assets are capital, surplus or earnings, and before any amount shall be paid or distributed to the holders of Common Stock or provision for of any other stock ranking on liquidation junior to the Corporation’s debts and other liabilitiesConvertible Preferred Stock, a liquidation preference of an amount in cash equal to (i) $10.00 1,008.72 per share of Convertible Preferred Stock held by such holder (subject to appropriate adjustment in the event of any adjusted appropriately for stock dividendsplits, stock splitdividends, combination or other similar recapitalization recapitalizations and the like with respect to the Series B Convertible Preferred Stock), plus (ii) any declared but unpaid dividends to which such holder of outstanding shares of Convertible Preferred Stock is then entitled, if any, pursuant to Sections 2 and 4(f) hereof (the sum of clauses (i) and (ii) being referred to herein as the "Convertible Preferred Base Liquidation Amount"), plus (iii) any interest accrued pursuant to Section 4(e) hereof to which such holder of Convertible Preferred Stock is entitled, if any (the sum of clauses (i), (ii) and (iii) being referred to herein as the "Convertible Preferred Liquidation Preference Amount"); provided, however, that if, upon any Liquidation Event, the amounts payable with respect to the Convertible Preferred Liquidation Preference Amount are not paid in full, the holders of the Convertible Preferred Stock shall share ratably in any distribution of assets in proportion to the full respective preferential amounts to which they are entitled; and provided further, however, that if upon any Liquidation Event the holders of the outstanding shares of Convertible Preferred Stock would receive more than the Convertible Preferred Liquidation Preference Amount in the event all of their shares were converted into shares of Perpetual Preferred Stock and Common Stock immediately prior to the record date for distributions in connection with such Liquidation Event, then each holder of an outstanding share of Convertible Preferred Stock shall receive, in lieu of the Convertible Preferred Liquidation Preference Amount, an amount equal to such holder's Perpetual Stock Liquidation Preference Amount (as defined in Section 3 of Part C below) under Section 3 of Part C below plus any accrued dividends pursuant to Sections 2 or 4(f) hereof which are declared but unpaid and unpaid dividends (whether or not earned, authorized or declaredany interest due under Section 4(e) thereon to and including below in respect of such share as of the date of payment, but without interest, such Liquidation Event before any distribution of assets is made to holders of Junior Stock. If the assets of the Corporation legally available for distribution to stockholders are insufficient to pay in full the liquidation preference on the Series B Preferred Stock and the liquidation preference on the shares of any class amount shall be paid or series of Parity Preferred Stock, all assets distributed to the holders of Common Stock or of any other stock ranking on liquidation junior to the Series B Convertible Preferred Stock, and thereafter shall share with the holders of Common Stock and any other stock ranking on liquidation junior to the Convertible Preferred Stock in the assets available for distribution, with such distributions to be made in cash and as if each share of Convertible Preferred Stock had been converted into the number of shares of Perpetual Preferred Stock and any class or series Common Stock issuable upon the conversion of Parity such holder's shares of Convertible Preferred Stock immediately prior to any such Liquidation Event. The provisions of this Section 3 shall be distributed pro rata so that not in any way limit the amount right of assets distributed per share the holders of Series B Convertible Preferred Stock to elect to convert their shares of Convertible Preferred Stock into shares of Perpetual Preferred Stock and such class Common Stock pursuant to Section 5 prior to or series of Parity Preferred Stock shall in all cases bear to each other the same ratio that the liquidation preference per share on the Series B Preferred Stock and such class or series of Parity Preferred Stock bear to each other. Written notice of any distribution in connection with any such liquidation, dissolution or winding up of the affairs of the Corporation, stating the payment date or dates when, and the place or places where, the amounts distributable in such circumstances shall be payable, shall be given by first class mail, postage pre-paid, not less than 30 nor more than 60 days prior to the payment date stated therein, to each record holder of the Series B Preferred Stock at the respective addresses of such holders as the same shall appear on the stock transfer records of the Corporation. Subject to the last sentence of this Section 4, after payment of the full amount of the liquidation distributions to which they are entitled, the holders of Series B Preferred Stock will have no right or claim to any of the remaining assets of the Corporation. The consolidation or merger of the Corporation with or into another entity, a merger of another entity with or into the Corporation, a statutory share exchange by the Corporation or a sale, lease, transfer or conveyance of all or substantially all of the Corporation’s property or business shall not be deemed to constitute a liquidation, dissolution or winding up of the affairs of the Corporation. In determining whether a distribution (other than upon voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation) by dividend, redemption or other acquisition of shares of stock of the Corporation or otherwise is permitted under the Maryland General Corporation Law, no effect shall be given to amounts that would be needed, if the Corporation were to be dissolved at the time of the distribution, to satisfy the preferential rights upon dissolution of holders of the Series B Preferred Stock. Notwithstanding the above, for purposes of determining the amount each holder of shares of Series B Preferred Stock is entitled to receive with respect to a voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation, each such holder of shares of Series B Preferred Stock shall be deemed to have converted (regardless of whether such holder actually converted) such holder’s shares of Series B Preferred Stock into Common Shares immediately prior to such liquidation event if, as a result of an actual conversion, such holder would receive, in the aggregate, an amount greater than the amount that would be distributed to such holder if such holder did not convert such shares of Series B Preferred Stock into Common SharesLiquidation Event.

Liquidation Preference. Upon any voluntary or involuntary (a) In the event of the liquidation, dissolution or winding up of the affairs of the CorporationCompany, whether voluntary or involuntary, after payment or provision for payment of the debts and other liabilities of the Company, the holders of shares of Series B Preferred Stock are Class A Preference Shares then issued and outstanding shall be entitled to be paid receive, out of the assets of the Corporation legally available for distribution to its stockholdersCompany, after payment of whether such assets are capital or provision for the Corporation’s debts and other liabilities, a liquidation preference of $10.00 per share (subject to appropriate adjustment in the event surplus of any stock dividend, stock split, combination or other similar recapitalization with respect to the Series B Preferred Stock), plus an amount equal to any accrued and unpaid dividends (whether or not earned, authorized or declared) thereon to and including the date of payment, but without interestnature, before any distribution of assets is payment shall be made to holders of Junior Stock. If the assets of the Corporation legally available for distribution to stockholders are insufficient to pay in full the liquidation preference on the Series B Preferred Stock and the liquidation preference on the shares of or any class or series of Parity Preferred Stock, all assets distributed to the holders of the Series B Preferred Stock and Ordinary Shares or any class or series of Parity Preferred Stock shall be distributed pro rata so that the other Junior Stock, an amount of assets distributed per share of Series B Preferred Stock Class A Preference Shares calculated by taking the total amount available for distribution to holders of all the Company’s outstanding Ordinary Shares before deduction of any preference payments for the Class A Preference Shares, divided by the total of (x) all of the then issued and outstanding [Class A] Ordinary Shares plus (y) all of the Class A Ordinary Shares into which all of the issued and outstanding Class A Preference Shares can be converted, and then (z) multiplying the sum so obtained by the number of Class A Ordinary Shares into which such class or series share of Parity Preferred Stock shall in all cases bear Class A Preference Shares could then be converted (the “Liquidation Preference Amount”). The liquidation payment with respect to each other the same ratio that issued and outstanding fractional share of Class A Preference Shares shall be equal to a ratably proportionate amount of the liquidation preference per share on the Series B Preferred Stock and such class or series of Parity Preferred Stock bear payment with respect to each otheroutstanding share of Class A Preference Shares. Written notice All payments for which this Section 4(a) provides shall be in cash, property (valued at its fair market value as determined by an independent appraiser reasonably acceptable to the holders of any distribution in connection with any such liquidation, dissolution or winding up a majority of the affairs of the CorporationClass A Preference Shares), stating the payment date or dates whena combination thereof; provided, and the place or places wherehowever, the amounts distributable in such circumstances that no cash shall be payable, shall be given by first class mail, postage pre-paid, not less than 30 nor more than 60 days prior paid to the payment date stated therein, to holders of Junior Stock unless each record holder of the Series B Preferred Stock at issued and outstanding Class A Preference Shares has been paid in cash the respective addresses of full Liquidation Preference Amount to which such holders holder is entitled as the same shall appear on the stock transfer records of the Corporationprovided herein. Subject to the last sentence of this Section 4, after After payment of the full amount Liquidation Preference Amount to which each holder is entitled, such holders of Class A Preference Shares will not be entitled to any further participation as such in any distribution of the liquidation distributions to which they are entitled, the holders of Series B Preferred Stock will have no right or claim to any of the remaining assets of the Corporation. The consolidation or merger of the Corporation with or into another entity, a merger of another entity with or into the Corporation, a statutory share exchange by the Corporation or a sale, lease, transfer or conveyance of all or substantially all of the Corporation’s property or business shall not be deemed to constitute a liquidation, dissolution or winding up of the affairs of the Corporation. In determining whether a distribution (other than upon voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation) by dividend, redemption or other acquisition of shares of stock of the Corporation or otherwise is permitted under the Maryland General Corporation Law, no effect shall be given to amounts that would be needed, if the Corporation were to be dissolved at the time of the distribution, to satisfy the preferential rights upon dissolution of holders of the Series B Preferred Stock. Notwithstanding the above, for purposes of determining the amount each holder of shares of Series B Preferred Stock is entitled to receive with respect to a voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation, each such holder of shares of Series B Preferred Stock shall be deemed to have converted (regardless of whether such holder actually converted) such holder’s shares of Series B Preferred Stock into Common Shares immediately prior to such liquidation event if, as a result of an actual conversion, such holder would receive, in the aggregate, an amount greater than the amount that would be distributed to such holder if such holder did not convert such shares of Series B Preferred Stock into Common SharesCompany.

Liquidation Preference. Upon any In the event of our voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporationup, the holders of shares of Series B C Preferred Stock are will be entitled to be paid paid, out of the our assets of the Corporation legally available for distribution to its our stockholders, after payment of or provision for the Corporation’s debts and other liabilities, a liquidation preference of $10.00 25.00 per share (subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization with respect to the Series B Preferred Stock)share, plus an amount equal to any accrued accumulated and unpaid dividends (whether or not earnedon such shares to, authorized or declared) thereon to and including but excluding, the date of payment, but without interest, before any distribution of assets is made to holders of Junior Stockour common stock or any other class or series of our capital stock that ranks junior to the Series C Preferred Stock as to liquidation rights. If the our assets of the Corporation legally available for distribution to stockholders are insufficient to pay in full the liquidation preference on the Series B C Preferred Stock and the liquidation preference on the any shares of any class or series of Parity preferred stock equal in rank with the Series C Preferred Stock, all assets distributed to the holders of the Series B C Preferred Stock and any class or other series of Parity preferred stock equal in rank with the Series C Preferred Stock shall will be distributed pro rata ratably so that the amount of assets distributed per share of Series B C Preferred Stock and such class or other series of Parity preferred stock equal in rank with the Series C Preferred Stock shall will in all cases bear to each other the same ratio that the liquidation preference per share on the Series B C Preferred Stock and on such class or other series of Parity Preferred Stock preferred stock bear to each other. Written notice of any distribution in connection with any such liquidation, dissolution or winding up of the affairs of the Corporationus, stating the payment date or dates when, and the place or places where, the amounts distributable in such circumstances shall will be payable, shall will be given by first class mail, postage pre-paid, not less than 30 nor more than 60 days prior to the payment date stated therein, to each record holder of the Series B C Preferred Stock at the respective addresses of such holders as the same shall appear on the stock transfer records of the CorporationCompany. Subject to the last sentence of this Section 4, after After payment of the full amount of the liquidation distributions preference, plus any accumulated and unpaid dividends to which they are entitled, the holders of Series B C Preferred Stock will have no right or claim to any of the our remaining assets of the Corporationassets. The consolidation If we convert into or merger of the Corporation consolidate or merge with or into another any other corporation, trust or entity, a merger of another entity with or into the Corporation, effect a statutory share exchange by the Corporation or a salesell, lease, transfer or conveyance of convey all or substantially all of the Corporation’s our property or business shall business, we will not be deemed to constitute a have liquidated, dissolved or wound up. Rank The Series C Preferred Stock ranks, with respect to dividend rights and rights upon our liquidation, winding-up or dissolution: • senior to all classes or series of our common stock and any future class or series of our capital stock expressly designated as ranking junior to the Series C Preferred Stock with respect to dividend rights or rights upon liquidation, dissolution or winding up up; • on parity with our Series A Term Preferred Stock, our Series B Preferred Stock and any future class or series of our capital stock expressly designated as ranking on parity with the affairs of the Corporation. In determining whether a distribution (other than Series C Preferred Stock with respect to dividend rights and rights upon voluntary or involuntary liquidation, dissolution or winding up up; • junior to any future class or series of the affairs of the Corporation) by dividend, redemption or other acquisition of shares of our capital stock of the Corporation or otherwise is permitted under the Maryland General Corporation Law, no effect shall be given expressly designated as ranking senior to amounts that would be needed, if the Corporation were to be dissolved at the time of the distribution, to satisfy the preferential rights upon dissolution of holders of the Series B Preferred Stock. Notwithstanding the above, for purposes of determining the amount each holder of shares of Series B C Preferred Stock is entitled to receive with respect to a voluntary dividend rights or involuntary rights upon liquidation, dissolution or winding up up, none of which exists on the affairs date hereof; and • junior to all of the Corporation, each such holder of shares of Series B Preferred Stock shall be deemed to have converted (regardless of whether such holder actually converted) such holder’s shares of Series B Preferred Stock into Common Shares immediately prior to such liquidation event if, as a result of an actual conversion, such holder would receive, in the aggregate, an amount greater than the amount that would be distributed to such holder if such holder did not convert such shares of Series B Preferred Stock into Common Sharesour existing and future indebtedness.

Liquidation Preference. Upon In the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the CorporationCompany, either voluntary or involuntary, the holders of the Series B Preferred Shares shall be entitled to receive, prior to any distribution to the holders of the Series A Preferred Shares and the Ordinary Shares or any other class or series of shares then issued, outstanding, an amount per Series B Preferred Share equal to one hundred and fifty percent (150%) of the applicable Series B Preferred Share Issue Price (the “Series B Preferred Share Preference Amount”). If the Company has insufficient assets to permit payment of the Series B Preferred Share Preference Amount in full to all holders of Series B Preferred Stock are entitled to be paid out of Shares, then the assets of the Corporation legally available for distribution to its stockholders, after payment of or provision for the Corporation’s debts and other liabilities, a liquidation preference of $10.00 per share (subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization with respect to the Series B Preferred Stock), plus an amount equal to any accrued and unpaid dividends (whether or not earned, authorized or declared) thereon to and including the date of payment, but without interest, before any distribution of assets is made to holders of Junior Stock. If the assets of the Corporation legally available for distribution to stockholders are insufficient to pay in full the liquidation preference on the Series B Preferred Stock and the liquidation preference on the shares of any class or series of Parity Preferred Stock, all assets Company shall be distributed ratably to the holders of the Series B Preferred Stock and Shares in proportion to the full Series B Preferred Share Preference Amount each such holder of Series B Preferred Shares would otherwise be entitled to receive under this Section 7.1. After the full Series B Preferred Share Preference Amount on all issued, outstanding Series B Preferred Shares has been paid, the holders of the Series A Preferred Shares shall be entitled to receive, prior to any distribution to the holders of the Ordinary Shares or any other class or series of Parity shares then issued, outstanding, an amount per Series A Preferred Stock shall be distributed pro rata so that Share equal to one hundred and fifty percent (150%) of the amount of assets distributed per share of Series B A Preferred Stock and such class or series of Parity Share Issue Price (the “Series A Preferred Stock shall in all cases bear to each other the same ratio that the liquidation preference per share on Share Preference Amount”, together with the Series B Preferred Stock and such class or series of Parity Preferred Stock bear to each other. Written notice of any distribution in connection with any such liquidation, dissolution or winding up of the affairs of the Corporation, stating the payment date or dates when, and the place or places whereShare Preference Amount, the amounts distributable in such circumstances shall be payable, shall be given by first class mail, postage pre-paid, not less than 30 nor more than 60 days prior “Preferred Share Preference Amount”). If the Company has insufficient assets to the permit payment date stated therein, to each record holder of the Series B A Preferred Stock at the respective addresses of such holders as the same shall appear on the stock transfer records of the Corporation. Subject Share Preference Amount in full to the last sentence of this Section 4, after payment of the full amount of the liquidation distributions to which they are entitled, the all holders of Series B A Preferred Stock will have no right or claim to any of Shares, then the remaining assets of the Corporation. The consolidation or merger of the Corporation with or into another entity, a merger of another entity with or into the Corporation, a statutory share exchange by the Corporation or a sale, lease, transfer or conveyance of all or substantially all of the Corporation’s property or business shall not be deemed to constitute a liquidation, dissolution or winding up of the affairs of the Corporation. In determining whether a distribution (other than upon voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation) by dividend, redemption or other acquisition of shares of stock of the Corporation or otherwise is permitted under the Maryland General Corporation Law, no effect Company shall be given distributed ratably to amounts that would be needed, if the Corporation were to be dissolved at the time of the distribution, to satisfy the preferential rights upon dissolution of holders of the Series B A Preferred Stock. Notwithstanding Shares in proportion to the above, for purposes of determining the amount each holder of shares of full Series B A Preferred Stock is entitled to receive with respect to a voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation, Share Preference Amount each such holder of shares Series A Preferred Shares would otherwise be entitled to receive under this Section 7.1. After the full Preferred Share Preference Amount on all issued, outstanding Preferred Shares has been paid, any remaining funds or assets of the Company legally available for distribution to shareholders shall be distributed on a pro rata, pari passu basis among the holders of the Preferred Shares (on an as-converted basis), together with the holders of the Ordinary Shares. For purpose of this Agreement, the “Series A Preferred Share Issue Price” shall mean US$ 0.0342 per share, and “Series B Preferred Stock Share Issue Price” shall be deemed to have converted (regardless of whether such holder actually converted) such holder’s shares of mean US$ 1.59125 per share for each Series B B-1 Preferred Stock into Common Shares immediately prior to such liquidation event ifor US$ 1.6750 per share for each Series B-2 Preferred Shares, as a result of an actual conversion, such holder would receiveapplicable, in the aggregateeach case as appropriately adjusted for any share split, an amount greater than the amount that would be distributed to such holder if such holder did not convert such shares of Series B Preferred Stock into Common Sharesshare division, share combination, share dividend or similar events.

Liquidation Preference. (a) Upon any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation, each Series 8 Convertible Preferred Share entitles the holders of shares of Series B Preferred Stock are entitled holder thereof to receive and to be paid out of the assets of the Corporation legally available for distribution, before any distribution or payment may be made to its stockholders, after payment of or provision for the Corporation’s debts and other liabilities, a liquidation preference of $10.00 per share (subject to appropriate adjustment in the event holder of any stock dividendClass A Shares, stock split, combination any shares of Class B Common Stock of the Corporation (the “Class B Shares”) or any shares of Class C Common Stock of the Corporation (the “Class C Shares”) or any other similar recapitalization with respect shares ranking junior as to capital to the Series B 8 Convertible Preferred StockShares, an amount per Series 8 Convertible Preferred Share equal to the greater of (i) the Base Liquidation Preference (as defined below), as increased by the Accretion Rate (as defined below) from the most recent Quarterly Compounding Date to the date of such liquidation, dissolution or winding up (without duplication of changes to the Base Liquidation Preference as provided for in SECTION 2(b)) plus any accrued but unpaid Dividends with respect thereto, and (ii) an amount equal to any accrued and unpaid dividends (whether or not earned, authorized or declared) thereon to and including the date of payment, but without interest, before any distribution of assets is made to holders of Junior Stock. If the assets of the Corporation legally available for distribution to stockholders are insufficient to pay in full the liquidation preference on the Series B Preferred Stock and the liquidation preference on the shares of any class or series of Parity Preferred Stock, all assets distributed to amount the holders of the Series B 8 Convertible Preferred Stock and any class or series of Parity Shares would have received per Series 8 Convertible Preferred Stock shall be distributed pro rata so that the amount of assets distributed per share of Series B Preferred Stock and such class or series of Parity Preferred Stock shall in all cases bear to each other the same ratio that the liquidation preference per share on the Series B Preferred Stock and such class or series of Parity Preferred Stock bear to each other. Written notice of any distribution in connection with any such Share upon liquidation, dissolution or winding up of the affairs Corporation had such holders converted their Series 8 Convertible Preferred Shares into Class A Shares immediately prior thereto, without giving effect to the limitations set forth in SECTION 6(b) and disregarding any rounding for fractional amounts (the greater of the Corporation, stating the payment date or dates when, amount in clause (i) and the place or places whereclause (ii), the amounts distributable “Liquidation Preference”). Notwithstanding the foregoing or anything in such circumstances shall be payablethis Certificate of Designation to the contrary, shall be given by first class mail, postage pre-paid, not less than 30 nor more than 60 days immediately prior to and conditioned upon the payment date stated therein, to each record holder consummation of the Series B Preferred Stock at the respective addresses of such holders as the same shall appear on the stock transfer records of the Corporation. Subject to the last sentence of this Section 4, after payment of the full amount of the liquidation distributions to which they are entitled, the holders of Series B Preferred Stock will have no right or claim to any of the remaining assets of the Corporation. The consolidation or merger of the Corporation with or into another entity, a merger of another entity with or into the Corporation, a statutory share exchange by the Corporation or a sale, lease, transfer or conveyance of all or substantially all of the Corporation’s property or business shall not be deemed to constitute a liquidation, dissolution or winding up of the affairs of the Corporation. In determining whether a distribution (other than upon voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation) by dividend, redemption or other acquisition of shares of stock of the Corporation or otherwise is permitted under the Maryland General Corporation Law, no effect shall be given to amounts that would be needed, if the Corporation were to be dissolved at the time of the distribution, to satisfy the preferential rights upon dissolution of holders of the Series B Preferred Stock. Notwithstanding the above, for purposes of determining the amount each holder of shares of Series B Preferred Stock set forth in clause (i) above is entitled to receive with respect to a voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation, each such holder of shares of Series B Preferred Stock shall be deemed to have converted (regardless of whether such holder actually converted) such holder’s shares of Series B Preferred Stock into Common Shares immediately prior to such liquidation event if, as a result of an actual conversion, such holder would receive, in the aggregate, an amount greater than the amount that would be distributed set forth in clause (ii) above, any holder of outstanding Series 8 Convertible Preferred Shares shall have the right to such holder if such holder did not convert such shares its Series 8 Convertible Preferred Shares into Class A Shares by substituting the Fair Market Value of Series B Preferred Stock into Common Sharesa Class A Share for the then-applicable Conversion Price (as defined below) and without giving effect to the limitations set forth in SECTION 6(b) and disregarding any rounding for fractional amounts.

Liquidation Preference. Upon In the event of any voluntary or involuntary liquidation, or dissolution or winding up of the affairs Company, (a) each holder of the Corporation, Series A Preferred Stock then outstanding shall be entitled to be paid an amount equal to 4,550 KRW multiplied by the holders number of shares of Series A Preferred Stock owned by such holder of Series A Preferred Stock plus any declared but unpaid dividends on shares of the Series A Preferred Stock (the "Series A Liquidation Preference") and (b) each holder of the Series B Preferred Stock then outstanding shall be entitled to be paid an amount equal to the greater of (i) KRW 13,985.5472 multiplied by the number of shares of Series B Preferred Stock are entitled to be paid out owned by such holder of the assets of the Corporation legally available for distribution to its stockholders, after payment of or provision for the Corporation’s debts and other liabilities, a liquidation preference of $10.00 per share (subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization with respect to the Series B Preferred Stock), Stock plus an amount equal to any accrued and declared but unpaid dividends (whether or not earned, authorized or declared) thereon to and including the date of payment, but without interest, before any distribution of assets is made to holders of Junior Stock. If the assets of the Corporation legally available for distribution to stockholders are insufficient to pay in full the liquidation preference on the Series B Preferred Stock and (the liquidation preference on the shares of any class or series of Parity Preferred Stock, all assets distributed to the holders of the "Series B Preferred Stock and any class Liquidation Preference") or series (ii) what such holder would have received at the time of Parity Preferred Stock shall be distributed pro rata so that the amount of assets distributed per share of Series B Preferred Stock and such class liquidation or series of Parity Preferred Stock shall in all cases bear to each other the same ratio that the liquidation preference per share on the Series B Preferred Stock and such class or series of Parity Preferred Stock bear to each other. Written notice of any distribution in connection with any such liquidation, dissolution or winding up of the affairs of the Corporation, stating the payment date or dates when, and the place or places where, the amounts distributable in such circumstances shall be payable, shall be given by first class mail, postage pre-paid, not less than 30 nor more than 60 days prior to the payment date stated therein, to each record holder assuming conversion of the Series B Preferred Stock at the respective addresses of such holders as the same shall appear on the stock transfer records then applicable conversion ratio, pari passu, out of the Corporation. Subject to the last sentence of this Section 4, after payment assets or surplus funds of the full amount of the liquidation distributions Company available for distribution to which they are entitled, its shareholders ("Distributable Assets") before any payment shall be made to the holders of any other class of shares by reason of their ownership thereof; provided, however, that (i) in the event of stock split or bonus issuance with respect to the Series A Preferred Stock or the Series B Preferred Stock will have no right or claim to any Stock, as the case may be (each, a "Downward Adjustment Event"), each time there is a Downward Adjustment Event, the foregoing price of the remaining assets Preferred Stock shall be downwardly adjusted, taking into account the number of shares of Preferred Stock increased as a result of the Corporation. The Downward Adjustment Event; and (ii) in the event of reverse stock split or consolidation with respect to the Series A Preferred Stock or merger the Series B Preferred Stock, as the case may be (each, an "Upward Adjustment Event"), each time there is an Upward Adjustment Event, the foregoing price of the Corporation with or Preferred Stock shall be upwardly adjusted, taking into another entity, account the number of shares of Preferred Stock decreased as a merger result of another entity with or into the Corporation, a statutory share exchange by Upward Adjustment Event. After the Corporation or a sale, lease, transfer or conveyance payment of all or substantially all preferential amounts required to be paid to the holders of the Corporation’s property or business shall not be deemed to constitute a liquidation, dissolution or winding up of Preferred Stock upon the affairs of the Corporation. In determining whether a distribution (other than upon voluntary or involuntary liquidation, or dissolution or winding up of the affairs Company, all of the Corporation) by dividend, redemption or other acquisition of shares of stock remaining Distributable Assets shall be distributed ratably among the holders of the Corporation or otherwise is permitted under Company's common stock. In the Maryland General Corporation Lawevent that the Distributable Assets are insufficient to pay both the Series A Liquidation Preference and the Series B Liquidation Preference, no effect then the Distributable Assets shall be given to amounts that would be needed, if allocated among the Corporation were to be dissolved at the time holders of the distribution, Series A Preferred Stock and the Series B Preferred Stock according to satisfy the preferential rights upon dissolution following formulas: For each holder of holders the Series A Preferred Stock: Distributable Assets multiplied by the Series A Liquidation Preference associated with such Holder's Series A Preferred Stock divided by the sum of the aggregate Series A Liquidation Preference and the aggregate Series B Liquidation Preference. For each holder of the Series B Preferred Stock. Notwithstanding : Distributable Assets multiplied by the above, for purposes of determining the amount each holder of shares of Series B Liquidation Preference associated with such Holder's Series B Preferred Stock is entitled to receive with respect to a voluntary or involuntary liquidation, dissolution or winding up divided by the sum of the affairs of aggregate Series A Liquidation Preference and the Corporation, each such holder of shares of aggregate Series B Preferred Stock shall be deemed to have converted (regardless of whether such holder actually converted) such holder’s shares of Series B Preferred Stock into Common Shares immediately prior to such liquidation event if, as a result of an actual conversion, such holder would receive, in the aggregate, an amount greater than the amount that would be distributed to such holder if such holder did not convert such shares of Series B Preferred Stock into Common SharesLiquidation Preference.

Liquidation Preference. Upon (i) In the event of any voluntary or involuntary liquidation, winding-up or dissolution or winding up of the affairs Company, after there shall have been paid, or set apart for payment, to the holders of the Corporationoutstanding shares of any class having preference over the Series B Preferred Stock, including the Company’s outstanding Series A Convertible Participating Preferred Stock and Series A-2 Convertible Participating Preferred Stock, the preferential amounts as to which they are respectively entitled, the holders of the Series B Preferred Stock shall be entitled to share ratably with the holders of the Common Stock (and all other classes and series of stock entitled to participate with the Common Stock) in the remaining assets of the Company on the basis that such holders would share if all outstanding shares of Series B Preferred Stock were then converted into Common Stock; provided, that in the event that such payment would be less than $0.01 per share of Series B Preferred Stock, the holders of the Series B Preferred Stock shall instead be entitled to receive out of the assets of the Company available for distribution to its stockholders, whether from capital, surplus or earnings, an amount per share of Series B Preferred Stock equal to $0.01 per share (or if less than $0.01 per share is available for distribution in respect of the Series B Preferred Stock, then all such remaining funds shall be distributed pro rata in respect of the Series B Preferred Stock), before any payment or distribution shall be made to the holders of the Common Stock (or any other class or series of stock entitled to participate with the Common Stock). If, upon any liquidation, winding-up or dissolution of the Company, the assets of the Company, or proceeds thereof, distributable among the holders of shares of Series B Preferred Stock are entitled to be paid out of the assets of the Corporation legally available for distribution to its stockholders, after payment of or provision for the Corporation’s debts and other liabilities, any capital stock ranking on a liquidation preference of $10.00 per share (subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization parity with respect to the Series B Preferred Stock)Stock upon liquidation, plus an amount equal to any accrued and unpaid dividends (whether winding-up or not earned, authorized or declared) thereon to and including the date of payment, but without interest, before any distribution of assets is made to holders of Junior Stock. If the assets dissolution of the Corporation legally available for distribution to stockholders are Company, shall be insufficient to pay in full the liquidation preference on preferential amounts to which such stock would be entitled, then such assets, or the Series B Preferred Stock and the liquidation preference on the shares of any class or series of Parity Preferred Stock, all assets distributed to the holders of the Series B Preferred Stock and any class or series of Parity Preferred Stock shall be distributed pro rata so that the amount of assets distributed per share of Series B Preferred Stock and such class or series of Parity Preferred Stock shall in all cases bear to each other the same ratio that the liquidation preference per share on the Series B Preferred Stock and such class or series of Parity Preferred Stock bear to each other. Written notice of any distribution in connection with any such liquidation, dissolution or winding up of the affairs of the Corporation, stating the payment date or dates when, and the place or places where, the amounts distributable in such circumstances shall be payableproceeds thereof, shall be given by first class mail, postage pre-paid, not less than 30 nor more than 60 days prior to the payment date stated therein, to each record holder of the Series B Preferred Stock at distributable among such holders ratably in accordance with the respective addresses of amounts which would be payable on such holders as shares if all amounts payable thereon were payable in full. For the same shall appear on the stock transfer records of the Corporation. Subject to the last sentence of this Section 4purposes hereof, after payment of the full amount of the liquidation distributions to which they are entitled, the holders of Series B Preferred Stock will have no right or claim to any of the remaining assets of the Corporation. The neither a consolidation or nor merger of the Corporation Company with one or into another entitymore other corporations, nor a merger of another entity with or into the Corporation, a statutory share exchange by the Corporation sale or a sale, lease, transfer or conveyance of all or substantially all of the Corporation’s property or business shall not be deemed to constitute a liquidation, dissolution or winding up assets of the affairs of the Corporation. In determining whether a distribution (other than upon voluntary or involuntary liquidationCompany, dissolution or winding up of the affairs of the Corporation) by dividend, redemption or other acquisition of shares of stock of the Corporation or otherwise is permitted under the Maryland General Corporation Law, no effect shall be given to amounts that would be needed, if the Corporation were to be dissolved at the time of the distribution, to satisfy the preferential rights upon dissolution of holders of the Series B Preferred Stock. Notwithstanding the above, for purposes of determining the amount each holder of shares of Series B Preferred Stock is entitled to receive with respect to a voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation, each such holder of shares of Series B Preferred Stock shall be deemed to have converted (regardless be a liquidation, winding-up or dissolution, voluntary or involuntary, of whether such holder actually converted) such holder’s shares of Series B Preferred Stock into Common Shares immediately prior to such liquidation event if, as a result of an actual conversion, such holder would receive, in the aggregate, an amount greater than the amount that would be distributed to such holder if such holder did not convert such shares of Series B Preferred Stock into Common SharesCompany.

Liquidation Preference. (a) Upon any voluntary or involuntary liquidation, dissolution or winding up of the affairs Corporation, before any distribution or payment shall be made to holders of shares of Common Stock or any other class or series of capital stock of the Corporation ranking, as to rights upon any voluntary or involuntary liquidation, dissolution or winding up of the Corporation, junior to the Series A Preferred Stock, the holders of shares of Series B A Preferred Stock are shall be entitled to be paid out of the assets of the Corporation legally available for distribution to its stockholders, after payment of or provision for the Corporation’s debts and other liabilitiesliabilities of the Corporation and, subject to compliance with section 7(f)(i) of these Articles Supplementary, any class or series of capital stock of the Corporation ranking, as to rights upon any voluntary or involuntary liquidation, dissolution or winding up of the Corporation, senior to the Series A Preferred Stock, a liquidation preference of $10.00 25.00 per share (subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization with respect to the Series B Preferred Stock)share, plus an amount equal to any accrued and unpaid dividends (whether or not earned, authorized or declared) thereon up to and including but excluding the date of payment. In the event that, but without interestupon such voluntary or involuntary liquidation, before any distribution of assets is made to holders of Junior Stock. If dissolution or winding up, the available assets of the Corporation legally available for distribution to stockholders are insufficient to pay in the full amount of the liquidation preference liquidating distributions on the all outstanding shares of Series B A Preferred Stock and the liquidation preference corresponding amounts payable on the all shares of any class other classes or series of Parity capital stock of the Corporation ranking, as to rights upon the Corporation’s liquidation, dissolution or winding up, on parity with the Series A Preferred StockStock in the distribution of assets, all assets distributed to then the holders of the Series B A Preferred Stock and any each such other class or series of Parity capital stock ranking, as to rights upon any voluntary or involuntary liquidation, dissolution or winding up, on parity with the Series A Preferred Stock shall be distributed pro rata so that the amount share ratably in any such distribution of assets distributed per share of Series B Preferred Stock and such class or series of Parity Preferred Stock shall in all cases bear proportion to each other the same ratio that the liquidation preference per share on the Series B Preferred Stock and such class or series of Parity Preferred Stock bear full liquidating distributions to each otherwhich they would otherwise be respectively entitled. Written notice of any distribution in connection with any such voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation, stating the payment date or dates when, and the place or places where, the amounts distributable in such circumstances shall be payable, shall be given by first class mail, postage pre-paid, not less fewer than 30 nor or more than 60 days prior to the payment date stated therein, to each record holder of the shares of Series B A Preferred Stock at the respective addresses of such holders as the same shall appear on the stock transfer records of the Corporation. Subject to the last sentence of this Section 4, after After payment of the full amount of the liquidation liquidating distributions to which they are entitled, the holders of Series B A Preferred Stock will have no right or claim to any of the remaining assets of the Corporation. The consolidation or merger of the Corporation with or into another any other corporation, trust or entity, a merger of another entity with or into the Corporation, a statutory share exchange by the Corporation or a voluntary sale, lease, transfer or conveyance of all or substantially all of the Corporation’s property or business of the Corporation, shall not be deemed to constitute a liquidation, dissolution or winding up of the affairs of the Corporation. In determining whether a distribution (other than upon voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation) by dividend, redemption or other acquisition of shares of stock of the Corporation or otherwise is permitted under the Maryland General Corporation Law, no effect shall be given to amounts that would be needed, if the Corporation were to be dissolved at the time of the distribution, to satisfy the preferential rights upon dissolution of holders of the Series B Preferred Stock. Notwithstanding the above, for purposes of determining the amount each holder of shares of Series B Preferred Stock is entitled to receive with respect to a voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation, each such holder of shares of Series B Preferred Stock shall be deemed to have converted (regardless of whether such holder actually converted) such holder’s shares of Series B Preferred Stock into Common Shares immediately prior to such liquidation event if, as a result of an actual conversion, such holder would receive, in the aggregate, an amount greater than the amount that would be distributed to such holder if such holder did not convert such shares of Series B Preferred Stock into Common Shares.

Liquidation Preference. Upon The 6% Non-voting Cumulative Preferred Shares, Series A shall be preferred over the Company's Common Shares and any voluntary or involuntary other series of Preferred Shares hereafter created by the Company as to assets so that in the event of any liquidation, dissolution or winding winding-up of the affairs of the CorporationCompany, whether voluntary or involuntary, the holders of shares of the 6% Non-Voting Cumulative Preferred Shares, Series B Preferred Stock are A shall be entitled to be paid receive on a ratable basis out of the assets of the Corporation legally Company available for distribution to its stockholdersshareholders, after payment of whether from capital, surplus or provision for the Corporation’s debts and other liabilities, a liquidation preference of $10.00 per share (subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization with respect to the Series B Preferred Stock), plus an amount equal to any accrued and unpaid dividends (whether or not earned, authorized or declared) thereon to and including the date of payment, but without interestearnings, before any distribution of assets is made to holders of Junior StockCommon Shares or any other series of Preferred Shares, an amount equal to $1,000 per share, plus all dividends and distributions accrued and unpaid on the 6% Non-voting Cumulative Preferred Shares, Series A to the date payment is made. If upon any liquidation, dissolution or winding-up of the Company, the assets of the Corporation legally available for distribution to stockholders Company, or the proceeds thereof, distributable among the holders of the 6% Non-voting Cumulative Preferred Shares, Series A are insufficient to pay in full the liquidation preference on the Series B Preferred Stock and the liquidation preference on the shares of any class preferential amount aforesaid, then such assets, or series of Parity Preferred Stockproceeds thereof, all assets distributed to the holders of the Series B Preferred Stock and any class or series of Parity Preferred Stock shall be distributed pro rata so that the amount of assets distributed per share of Series B Preferred Stock and among such class or series of Parity Preferred Stock shall holders ratably in all cases bear to each other the same ratio that the liquidation preference per share on the Series B Preferred Stock and such class or series of Parity Preferred Stock bear to each other. Written notice of any distribution in connection accordance with any such liquidation, dissolution or winding up of the affairs of the Corporation, stating the payment date or dates when, and the place or places where, the amounts distributable in such circumstances shall be payable, shall be given by first class mail, postage pre-paid, not less than 30 nor more than 60 days prior to the payment date stated therein, to each record holder of the Series B Preferred Stock at the respective addresses of amount which would be payable on such holders as the same shall appear on the stock transfer records of the Corporationshares if all amounts payable thereon were paid in full. Subject to the last sentence For purposes of this Section paragraph 4, after payment neither the voluntary sale, lease, conveyance, exchange or transfer (for cash, shares of stock, securities or other consideration) of all or substantially all the full amount of the liquidation distributions to which they are entitled, the holders of Series B Preferred Stock will have no right property or claim to any of the remaining assets of the Corporation. The Company, nor the consolidation or merger of the Corporation Company with one or into another entitymore companies, a merger of another entity with or into the Corporation, a statutory share exchange by the Corporation or a sale, lease, transfer or conveyance of all or substantially all of the Corporation’s property or business shall not be deemed to constitute be a liquidation, dissolution or winding up of the affairs of the Corporation. In determining whether a distribution (other than upon winding-up, voluntary or involuntary involuntary, unless such voluntary sale, lease, conveyance, exchange or transfer shall be in connection with a plan of liquidation, dissolution or winding winding-up of the affairs of the Corporation) by dividend, redemption or other acquisition of shares of stock of the Corporation or otherwise is permitted under the Maryland General Corporation Law, no effect shall be given to amounts that would be needed, if the Corporation were to be dissolved at the time of the distribution, to satisfy the preferential rights upon dissolution of holders of the Series B Preferred Stock. Notwithstanding the above, for purposes of determining the amount each holder of shares of Series B Preferred Stock is entitled to receive with respect to a voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation, each such holder of shares of Series B Preferred Stock shall be deemed to have converted (regardless of whether such holder actually converted) such holder’s shares of Series B Preferred Stock into Common Shares immediately prior to such liquidation event if, as a result of an actual conversion, such holder would receive, in the aggregate, an amount greater than the amount that would be distributed to such holder if such holder did not convert such shares of Series B Preferred Stock into Common SharesCompany.

Liquidation Preference. Upon any voluntary or involuntary In the event of a liquidation, dissolution dissolution, or winding up of the affairs of the Corporation, whether voluntary or involuntary, the holders of shares of Series B C Convertible Preferred Stock are shall be entitled to be paid receive out of the assets of the Corporation legally available for Corporation, whether such assets constitute stated capital or surplus of any nature, an amount per share of Series C Convertible Preferred Stock equal to the sum of (I) all dividends accrued and unpaid thereon to the date of final distribution to its stockholderssuch holders, after (ii) accrued and unpaid interest on dividends in arrears to the date of distribution at the rate specified in Section 4(a), and (iii) $3.375 (collectively, the "Liquidation Preference"), and no more, before any payment shall be made or any assets distributed to the holders of Common Stock or provision for any other class or series of the Corporation’s debts and other liabilities, a 's capital stock ranking junior as to liquidation preference of $10.00 per share (subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization with respect rights to the Series B C Convertible Preferred Stock (collectively, the "Junior Liquidation Stock"), plus an amount equal to any accrued and unpaid dividends (whether or not earned, authorized or declared) thereon to and including the date of payment, but without interest, before any distribution of assets is made to holders of Junior Stock. If the assets of the Corporation legally available for distribution to its stockholders are insufficient to pay in the full the liquidation preference on Liquidation Preference payable to the Series B C Convertible Preferred Stock and the full liquidation preference on the shares preferences of any other class or series of the Corporation's capital stock having parity as to liquidation rights with the Series C Convertible Preferred Stock (the "Parity Preferred Liquidation Stock, all ") then the entire assets of the Corporation available for distribution shall be distributed to ratably among the holders of the Series B C Convertible Preferred Stock and any class or series the Parity Liquidation Stock in proportion to the respective preferential amounts to which each is entitled (but only to the extent of Parity Preferred Stock shall be distributed pro rata so that such preferential amounts). After payment in full of the amount liquidation price of assets distributed per share the shares of the Series B C Convertible Preferred Stock and such class or series of the Parity Preferred Stock shall in all cases bear to each other the same ratio that the liquidation preference per share on the Series B Preferred Stock and such class or series of Parity Preferred Stock bear to each other. Written notice of any distribution in connection with any such liquidation, dissolution or winding up of the affairs of the Corporation, stating the payment date or dates when, and the place or places where, the amounts distributable in such circumstances shall be payable, shall be given by first class mail, postage pre-paid, not less than 30 nor more than 60 days prior to the payment date stated therein, to each record holder of the Series B Preferred Stock at the respective addresses of such holders as the same shall appear on the stock transfer records of the Corporation. Subject to the last sentence of this Section 4, after payment of the full amount of the liquidation distributions to which they are entitledLiquidation Stock, the holders of Series B Preferred Stock will have no right or claim such shares shall not be entitled to any further participation in any distribution of the remaining assets of by the Corporation. The Neither a consolidation or merger of the Corporation with another corporation nor a sale or into another entity, a merger of another entity with or into the Corporation, a statutory share exchange by the Corporation or a sale, lease, transfer or conveyance of all or substantially all part of the Corporation’s 's assets for cash, securities, or other property or business shall not in and of itself will be deemed to constitute considered a liquidation, dissolution dissolution, or winding up of the affairs of the Corporation. In determining whether a distribution (other than upon voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation) by dividend, redemption or other acquisition of shares of stock of the Corporation or otherwise is permitted under the Maryland General Corporation Law, no effect shall be given to amounts that would be needed, if the Corporation were to be dissolved at the time of the distribution, to satisfy the preferential rights upon dissolution of holders of the Series B Preferred Stock. Notwithstanding the above, for purposes of determining the amount each holder of shares of Series B Preferred Stock is entitled to receive with respect to a voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation, each such holder of shares of Series B Preferred Stock shall be deemed to have converted (regardless of whether such holder actually converted) such holder’s shares of Series B Preferred Stock into Common Shares immediately prior to such liquidation event if, as a result of an actual conversion, such holder would receive, in the aggregate, an amount greater than the amount that would be distributed to such holder if such holder did not convert such shares of Series B Preferred Stock into Common Shares.

Liquidation Preference. Upon any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporationa Liquidation Event (as defined below), the holders of shares of Series B A Preferred Stock are entitled to be paid receive out of the assets of the Corporation legally available for distribution to its stockholders, after payment of or provision for the Corporation’s debts and other liabilities, a liquidation preference of $10.00 per share (subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization with respect to the Series B Preferred Stock), plus an amount equal to any accrued and unpaid dividends (whether or not earned, authorized or declared) thereon to and including the date of payment, but without interest, before any distribution of assets is made to holders of Junior Common Stock, liquidating distributions in the amount of [$7.91] per share (as equitably adjusted for any stock dividends, combinations, splits, recapitalizations or similar events with respect to such shares) (the “Series A Original Issue Price”), plus (i) an additional amount equal to eight percent (8%) of the Series A Original Issue Price per year, calculated based on the number of days elapsed prior to the Liquidation Event and (ii) any declared, but unpaid dividends (the amount payable to a holder of Series A Preferred Stock upon a Liquidation Event as aforesaid being referred to herein as the “Liquidation Preference”). If upon a Liquidation Event, the assets Liquidation Preference and any amounts payable upon a Liquidation Event to other shares of stock of the Corporation legally available for ranking as to any such distribution to stockholders are insufficient to pay in full the liquidation preference on a parity with the Series B A Preferred Stock and the liquidation preference on the shares of any class or series of Parity Preferred Stockare not paid in full, all assets distributed to the holders of the Series B A Preferred Stock and of such other shares will share ratably in any class or series of Parity Preferred Stock shall be distributed pro rata so that the amount such distribution of assets distributed per share of Series B Preferred Stock and such class or series the Corporation in proportion to the full respective preferential amounts to which they are entitled. For purposes of Parity Preferred Stock shall in all cases bear to each other the same ratio that the liquidation preference per share on the Series B Preferred Stock and such class or series of Parity Preferred Stock bear to each other. Written notice of this Article FOURTH, a “Liquidation Event” is any distribution in connection with any such liquidation, dissolution or winding up of the affairs Corporation, either voluntary or involuntary, and unless otherwise determined by the election of the holders of a majority of the then outstanding Series A Preferred Stock, shall be deemed to be occasioned by, or to include, (A) the acquisition of the Corporation by another entity by means of any transaction or series of related transactions (including, without limitation, any reorganization, merger, consolidation, or other transaction in which control of the Corporation is transferred, but, excluding any merger effected exclusively for the purpose of changing the domicile of the Corporation, stating ) unless the payment date or dates when, and the place or places where, the amounts distributable in such circumstances shall be payable, shall be given by first class mail, postage pre-paid, not less than 30 nor more than 60 days Corporation’s capital stock of record as constituted immediately prior to the payment date stated thereinsuch acquisition will, to each record holder immediately after such acquisition represent at least 50% of the Series B Preferred Stock at the respective addresses of such holders as the same shall appear on the stock transfer records voting power of the Corporation. Subject to the last sentence of this Section 4, after payment of the full amount of the liquidation distributions to which they are entitled, the holders of Series B Preferred Stock will have no right surviving or claim to any of the remaining assets of the Corporation. The consolidation acquiring entity or merger of the Corporation with or into another entity, a merger of another entity with or into the Corporation, a statutory share exchange by the Corporation or (B) a sale, lease, transfer or conveyance other disposition, in a single transaction or series of related transactions of all or substantially all of the Corporation’s assets and/or the intellectual property or business shall not be deemed to constitute a liquidation, dissolution or winding up of the affairs of the Corporation. In determining whether a distribution (other than upon voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation) by dividend, redemption or other acquisition of shares of stock of the Corporation or otherwise is permitted under the Maryland General Corporation Lawand its subsidiaries, no effect shall be given to amounts that would be needed, if the Corporation were to be dissolved at the time of the distribution, to satisfy the preferential rights upon dissolution of holders of the Series B Preferred Stock. Notwithstanding the above, for purposes of determining the amount each holder of shares of Series B Preferred Stock is entitled to receive with respect to a voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation, each such holder of shares of Series B Preferred Stock shall be deemed to have converted (regardless of whether such holder actually converted) such holder’s shares of Series B Preferred Stock into Common Shares immediately prior to such liquidation event if, taken as a result of an actual conversion, such holder would receive, in the aggregate, an amount greater than the amount that would be distributed to such holder if such holder did not convert such shares of Series B Preferred Stock into Common Shareswhole.

Liquidation Preference. Upon (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 B Preferred Stock are entitled to be paid out whether voluntary or involuntary, before any payment or distribution of the assets of the Corporation legally available for distribution (whether capital or surplus) shall be made to its stockholders, after payment of or provision set apart for the Corporation’s debts and holders of Common Stock or any other liabilitiesseries or class or classes of stock of the Corporation ranking junior to the Preferred Stock upon liquidation, a liquidation preference dissolution or winding up, the holders of the shares of Preferred Stock shall be entitled to receive $10.00 per share (subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization with respect to the Series B Preferred Stock), plus an amount per share equal to any accrued and unpaid all dividends (whether or not earned, authorized earned or declared) accrued and unpaid thereon to and including the date of payment, but without interest, before any distribution of assets is made to holders of Junior Stock. If the assets of the Corporation legally available for final distribution to stockholders are insufficient such holders; but such holders shall not be entitled to pay in full the liquidation preference any further payment. No payment on the Series B Preferred Stock and the liquidation preference on the shares account of any class or series of Parity Preferred Stock, all assets distributed to the holders of the Series B Preferred Stock and any class or series of Parity Preferred Stock shall be distributed pro rata so that the amount of assets distributed per share of Series B Preferred Stock and such class or series of Parity Preferred Stock shall in all cases bear to each other the same ratio that the liquidation preference per share on the Series B Preferred Stock and such class or series of Parity Preferred Stock bear to each other. Written notice of any distribution in connection with any such liquidation, dissolution or winding up of the affairs of the Corporation, stating the payment date or dates when, and the place or places where, the amounts distributable in such circumstances Corporation shall be payable, shall be given by first class mail, postage pre-paid, not less than 30 nor more than 60 days prior made to the payment date stated therein, to each record holder of the Series B Preferred Stock at the respective addresses of such holders as the same shall appear on the stock transfer records of the Corporation. Subject to the last sentence of this Section 4, after payment of the full amount of the liquidation distributions to which they are entitled, the holders of Series B any class or series of stock ranking on a parity with the Preferred Stock will have no right or claim to any in respect of the remaining distribution of assets upon dissolution, liquidation or winding up unless there shall likewise be paid at the same time to the holders of the Corporation. The consolidation or merger of Preferred Stock like proportionate amounts determined ratably in proportion to the Corporation with or into another entity, a merger of another entity with or into full amounts to which the Corporation, a statutory share exchange by the Corporation or a sale, lease, transfer or conveyance holders of all or substantially outstanding shares of Preferred Stock and the holders of all outstanding shares of the Corporation’s property or business shall not be deemed such parity stock are respectively entitled with respect to constitute a such distribution. If, upon any liquidation, dissolution or winding up of the affairs Corporation, the assets of the Corporation. In determining whether a distribution (, or proceeds thereof, distributable among the holders of the shares of Preferred Stock shall be insufficient to pay in full the preferential amount aforesaid and liquidating payments on any other than upon voluntary or involuntary shares of stock ranking, as to liquidation, dissolution or winding up up, on a parity with the Preferred Stock, then such assets, or the proceeds thereof, shall be distributed among the holders of shares of Preferred Stock and any such other stock ratably in accordance with the respective amounts which would be payable on such shares of Preferred Stock and any such other stock if all amounts payable thereon were paid in full. For the purposes of this Section 4, neither a consolidation or merger of the affairs Corporation with one or more corporations or other entities nor a sale, lease, exchange or transfer of all or any part of the Corporation) by dividend's assets for cash, redemption securities or other acquisition of shares of stock of the Corporation or otherwise is permitted under the Maryland General Corporation Law, no effect property shall be given to amounts that would be needed, if the Corporation were deemed to be dissolved at the time of the distribution, to satisfy the preferential rights upon dissolution of holders of the Series B Preferred Stock. Notwithstanding the above, for purposes of determining the amount each holder of shares of Series B Preferred Stock is entitled to receive with respect to a voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporationup, each such holder of shares of Series B Preferred Stock shall be deemed to have converted (regardless of whether such holder actually converted) such holder’s shares of Series B Preferred Stock into Common Shares immediately prior to such liquidation event if, as a result of an actual conversion, such holder would receive, in the aggregate, an amount greater than the amount that would be distributed to such holder if such holder did not convert such shares of Series B Preferred Stock into Common Sharesvoluntary or involuntary.

Liquidation Preference. Upon any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation, the holders of shares of Series B A Preferred Stock are entitled to be paid out of the assets of the Corporation legally available for distribution to its stockholders, after payment of or provision for the Corporation’s debts and other liabilities, stockholders a liquidation preference of $10.00 per share (subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization with respect to the Series B Preferred Stock)share, plus an amount equal to any accrued accumulated and unpaid dividends (whether or not earned, authorized or declared) thereon to and including but excluding the date of payment, but without interest, before any distribution of assets is made to holders of Junior StockCommon Stock or any other class or series of stock of the Corporation that ranks junior to the Series A Preferred Stock as to liquidation rights. If the assets of the Corporation legally available for distribution to stockholders are insufficient to pay in full the liquidation preference on the Series B A Preferred Stock and the liquidation preference on the shares of any class or series of Parity Preferred Stock, all assets distributed to the holders of the Series B A Preferred Stock and any class or series of Parity Preferred Stock shall be distributed pro rata so that the amount of assets distributed per share of Series B A Preferred Stock and such class or series of Parity Preferred Stock shall in all cases bear to each other the same ratio that the liquidation preference per share on the Series B A Preferred Stock and such class or series of Parity Preferred Stock bear to each other. Written notice of any distribution in connection with any such liquidation, dissolution or winding up of the affairs of the Corporation, stating the payment date or dates when, and the place or places where, the amounts distributable in such circumstances shall be payable, shall be given by first class mail, postage pre-paid, not less than 30 nor more than 60 days prior to the payment date stated therein, to each record holder of the Series B A Preferred Stock at the respective addresses of such holders as the same shall appear on the stock transfer records of the Corporation. Subject to the last sentence of this Section 4, after After payment of the full amount of the liquidation distributions preference, plus any accumulated and unpaid dividends to which they are entitled, the holders of Series B A Preferred Stock will have no right or claim to any of the remaining assets of the Corporation. The consolidation consolidation, conversion or merger of the Corporation with or into another entity, a merger of another entity with or into the Corporation, a statutory share exchange by the Corporation or a sale, lease, transfer or conveyance of all or substantially all of the Corporation’s property or business shall not be deemed to constitute a liquidation, dissolution or winding up of the affairs of the Corporation. In determining whether a distribution (other than upon voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation) by dividend, redemption or other acquisition of shares of stock of the Corporation or otherwise is permitted under the Maryland General Corporation Law, no effect shall be given to amounts that would be needed, if the Corporation were to be dissolved at the time of the distribution, to satisfy the preferential rights upon dissolution of holders of the Series B Preferred Stock. Notwithstanding the above, for purposes of determining the amount each holder of shares of Series B Preferred Stock is entitled to receive with respect to a voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation, each such holder of shares of Series B Preferred Stock shall be deemed to have converted (regardless of whether such holder actually converted) such holder’s shares of Series B Preferred Stock into Common Shares immediately prior to such liquidation event if, as a result of an actual conversion, such holder would receive, in the aggregate, an amount greater than the amount that would be distributed to such holder if such holder did not convert such shares of Series B Preferred Stock into Common Shares.

Liquidation Preference. Upon any voluntary or involuntary liquidation, dissolution or winding winding-up of the affairs Company, each Holder of the Corporation, the holders of shares of Series B A Preferred Stock are will be entitled to be paid paid, out of the assets of the Corporation legally Company available for distribution, and before any distribution to its stockholders, after payment of or provision for the Corporation’s debts and other liabilitiesis made on any Junior Security, a liquidation preference of $10.00 per share equal to the greater of (subject a) the Liquidation Preference and (b) the aggregate amount per share which such Holder would have been paid if such Holder had held the maximum number of Conversion Shares acquirable upon the complete conversion of such Holder's Series A Preferred Stock pursuant to appropriate adjustment Section 6.1 immediately before the time and date of the determination of shareholders entitled to receive distributions for such liquidation, dissolution or winding-up. Holders of the Series A Preferred Stock will have no rights to participate with any Junior Securities in any such distribution made on any Junior Securities of the event Company, other than participation based upon the number of Conversion Shares acquirable upon the complete conversion of such Holder's Series A Preferred Stock pursuant to clause (b) of the immediately preceding sentence. In addition, each Holder of the Series A Preferred Stock will be entitled, together and on parity with the holders of the Common Stock, to an amount per share in cash equal to all declared but unpaid Participating Dividends thereon to the date fixed for liquidation, dissolution or winding-up. If, upon any stock dividendvoluntary or involuntary liquidation, stock splitdissolution or winding-up of the Company, combination or other similar recapitalization the amounts payable with respect to the Series B A Preferred Stock)Stock and any Parity Securities are not paid in full, plus an amount equal to any accrued the Holders of the Series A Preferred Stock and unpaid dividends (whether or not earned, authorized or declared) thereon to the Parity Securities will share equally and including the date of payment, but without interest, before ratably in any distribution of assets is made to holders of Junior Stock. If the assets of the Corporation legally available for distribution Company in proportion to stockholders are insufficient to pay in the full the liquidation preference on the Series B Preferred Stock to which each is entitled. After payment of accumulated and the liquidation preference on the shares of any class or series of Parity Preferred Stock, all assets distributed unpaid Participating Dividends to the holders of the Series B Preferred Stock which they are entitled in accordance with Section 3.1 and any class or series of Parity Preferred Stock shall be distributed pro rata so that the amount of assets distributed per share of Series B Preferred Stock and such class or series of Parity Preferred Stock shall in all cases bear to each other the same ratio that the liquidation preference per share on the Series B Preferred Stock and such class or series of Parity Preferred Stock bear to each other. Written notice of any distribution in connection with any such liquidation, dissolution or winding up of the affairs of the Corporation, stating the payment date or dates when, and the place or places where, the amounts distributable in such circumstances shall be payable, shall be given by first class mail, postage pre-paid, not less than 30 nor more than 60 days prior to the payment date stated therein, to each record holder of the Series B Preferred Stock at the respective addresses of such holders as the same shall appear on the stock transfer records of the Corporation. Subject to the last sentence of this Section 4, after payment of the full amount of the liquidation distributions to which they are entitledpreferences, the holders of Series B Preferred Stock Holders will have no right or claim not be entitled to any further participation in any distribution of the remaining assets of the Corporation. The consolidation or merger of the Corporation with or into another entity, a merger of another entity with or into the Corporation, a statutory share exchange by the Corporation or a sale, lease, transfer or conveyance of all or substantially all of the Corporation’s property or business shall not be deemed to constitute a liquidation, dissolution or winding up of the affairs of the Corporation. In determining whether a distribution (other than upon voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation) by dividend, redemption or other acquisition of shares of stock of the Corporation or otherwise is permitted under the Maryland General Corporation Law, no effect shall be given to amounts that would be needed, if the Corporation were to be dissolved at the time of the distribution, to satisfy the preferential rights upon dissolution of holders of the Series B Preferred Stock. Notwithstanding the above, for purposes of determining the amount each holder of shares of Series B Preferred Stock is entitled to receive with respect to a voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation, each such holder of shares of Series B Preferred Stock shall be deemed to have converted (regardless of whether such holder actually converted) such holder’s shares of Series B Preferred Stock into Common Shares immediately prior to such liquidation event if, as a result of an actual conversion, such holder would receive, in the aggregate, an amount greater than the amount that would be distributed to such holder if such holder did not convert such shares of Series B Preferred Stock into Common SharesCompany.

Liquidation Preference. Upon any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the CorporationPartnership, the holders of shares of Series B C Preferred Stock Units are entitled to be paid out of the assets of the Corporation Partnership legally available for distribution to its stockholderspartners, after payment of or provision for the CorporationPartnership’s debts and other liabilities, a liquidation preference of $10.00 25.00 per share unit (subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization with respect to the Series B Preferred Stock“Base Liquidation Preference”), plus an amount equal to any accrued and unpaid dividends distributions (whether or not earned, authorized or declared) thereon to and including the date of payment, but without interest, before any distribution of assets is made to holders of Junior StockUnits. If the assets of the Corporation Partnership legally available for distribution to stockholders partners are insufficient to pay in full the liquidation preference on the Series B C Preferred Stock Units and the liquidation preference on the shares of any class or series of Parity Preferred StockUnits, all assets distributed to the holders of the Series B C Preferred Stock Units and any class or series of Parity Preferred Stock Units shall be distributed pro rata so that the amount of assets distributed per share of Series B C Preferred Stock Units and such class or series of Parity Preferred Stock Units shall in all cases bear to each other the same ratio that the liquidation preference per share on the Series B C Preferred Stock Unit and such class or series of Parity Preferred Stock Units bear to each other. Written notice of any distribution in connection with any such liquidation, dissolution or winding up of the affairs of the CorporationPartnership, stating the payment date or dates when, and the place or places where, the amounts distributable in such circumstances shall be payable, shall be given by first class mail, postage pre-paid, not less than 30 nor more than 60 days prior to the payment date stated therein, to each record holder of the Series B C Preferred Stock Units at the respective addresses of such holders as the same shall appear on the stock transfer records of the CorporationPartnership. Subject to the last sentence of this Section 4, after After payment of the full amount of the liquidation liquidating distributions to which they are entitled, the holders of Series B C Preferred Stock Units will have no right or claim to any of the remaining assets of the CorporationPartnership. The consolidation or merger of the Corporation Partnership with or into another entity, a merger of another entity with or into the CorporationPartnership, a statutory share exchange by the Corporation Partnership or a sale, lease, transfer or conveyance of all or substantially all of the CorporationPartnership’s property or business shall not be deemed to constitute a liquidation, dissolution or winding up of the affairs of the CorporationPartnership. In Notwithstanding the above, for purposes of determining whether the amount each holder of Series C Preferred Units is entitled to receive with respect to a distribution (other than upon voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation) by dividend, redemption or other acquisition of shares of stock of the Corporation or otherwise is permitted under the Maryland General Corporation LawPartnership, no effect shall be given to amounts that would be needed, if the Corporation Partnership were to be dissolved at the time of the distribution, to satisfy the preferential rights upon dissolution of holders of the Series B C Preferred Stock. Notwithstanding the above, for purposes of determining the amount each holder of shares of Series B Preferred Stock is entitled to receive with respect to a voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation, each such holder of shares of Series B Preferred Stock shall be deemed to have converted (regardless of whether such holder actually converted) such holder’s shares of Series B Preferred Stock into Common Shares immediately prior to such liquidation event if, as a result of an actual conversion, such holder would receive, in the aggregate, an amount greater than the amount that would be distributed to such holder if such holder did not convert such shares of Series B Preferred Stock into Common SharesUnits.

Liquidation Preference. Upon (i) In the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporationcorporation, the holders each holder of any shares of Series B [A] Preferred Stock are then outstanding shall be entitled to be paid out of the assets of the Corporation legally corporation available for distribution to its stockholders, after payment of or provision for the Corporation’s debts and other liabilities, a liquidation preference of $10.00 per share (subject to appropriate adjustment Stockholders an amount in the event of any stock dividend, stock split, combination or other similar recapitalization with respect cash equal to the Series B Preferred Stock)Liquidation Preference of each such share, plus an amount in cash equal to all accrued but unpaid dividends thereon, to the extent not included within the Liquidation Preference of such share pursuant to the last sentence of paragraph (B)(iii), from the issuance date of such share, or if later, the most recent 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 Junior Securities (the "Liquidation Preference" of a share of Series [A] Preferred Stock shall be equal to the sum of $_______ plus any accrued and but unpaid dividends added to the Liquidation Preference pursuant to the last sentence of paragraph (whether or not earned, authorized or declared) thereon to and including the date of payment, but without interest, before any distribution of assets is made to holders of Junior StockB)(iii)). If the assets of the Corporation legally available for distribution to stockholders corporation are insufficient not sufficient to pay in full the liquidation preference on the Series B Preferred Stock and the liquidation preference on the shares of any class or series of Parity Preferred Stock, all assets distributed amounts payable to the holders of outstanding shares of the Series B [A] Preferred Stock and any class or series of Parity Preferred Stock shall be distributed pro rata so that Securities in the amount of assets distributed per share of Series B Preferred Stock and such class or series of Parity Preferred Stock shall in all cases bear to each other the same ratio that the liquidation preference per share on the Series B Preferred Stock and such class or series of Parity Preferred Stock bear to each other. Written notice event of any distribution in connection with any such voluntary liquidation, dissolution or winding up of the affairs of the Corporationcorporation, stating the payment date or dates when, and the place or places where, the amounts distributable in such circumstances shall be payable, shall be given by first class mail, postage pre-paid, not less than 30 nor more than 60 days prior to the payment date stated therein, to each record holder of the Series B Preferred Stock at the respective addresses of such holders as the same shall appear on the stock transfer records of the Corporation. Subject to the last sentence of this Section 4, after payment of the full amount of the liquidation distributions to which they are entitled, then the holders of Series B Preferred Stock will have no right or claim to any all such shares shall share ratably in such distribution of the remaining assets of the Corporation. The consolidation or merger of the Corporation in accordance with or into another entity, a merger of another entity with or into the Corporation, a statutory share exchange by the Corporation or a sale, lease, transfer or conveyance of all or substantially all of the Corporation’s property or business shall not be deemed to constitute a liquidation, dissolution or winding up of the affairs of the Corporation. In determining whether a distribution (other than upon voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation) by dividend, redemption or other acquisition of shares of stock of the Corporation or otherwise is permitted under the Maryland General Corporation Law, no effect shall be given to amounts that would be needed, if the Corporation were to be dissolved at the time of the distribution, to satisfy the preferential rights upon dissolution of holders of the Series B Preferred Stock. Notwithstanding the above, for purposes of determining the amount each holder of shares of Series B Preferred Stock is entitled to receive with respect to a voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation, each such holder of shares of Series B Preferred Stock shall be deemed to have converted (regardless of whether such holder actually converted) such holder’s shares of Series B Preferred Stock into Common Shares immediately prior to such liquidation event if, as a result of an actual conversion, such holder would receive, in the aggregate, an amount greater than the amount that would be distributed payable on such distribution if the amounts to such holder if such holder did not convert such which the holders of outstanding shares of Series B [A] Preferred Stock into Common Sharesand the holders of outstanding shares of such Parity Securities are entitled were paid in full.

Liquidation Preference. Upon (a) In the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporationthis corporation, either voluntary or involuntary, (i) the holders of shares of Series B A Preferred Stock are shall be entitled to be paid out receive, prior and in preference to any distribution of any of the assets of this corporation to the Corporation legally available for distribution holders of Common Stock by reason of their ownership thereof, an amount per share equal to its stockholders, after payment of or provision for the Corporation’s debts and other liabilities, a liquidation preference sum of $10.00 per 0.25 for each outstanding share of Series A Preferred Stock (subject as adjusted to appropriate adjustment in the event of any reflect stock dividenddividends, stock split, combination or other similar recapitalization splits and recapitalizations with respect to such shares) (the "Original Issue Price for Series B A Preferred Stock), plus ") and an amount equal to any accrued and declared but unpaid dividends thereon, (whether or not earned, authorized or declaredii) thereon to and including the date of payment, but without interest, before any distribution of assets is made to holders of Junior Stock. If the assets of the Corporation legally available for distribution to stockholders are insufficient to pay in full the liquidation preference on the Series B Preferred Stock and the liquidation preference on the shares of any class or series of Parity Preferred Stock, all assets distributed to the holders of the Series B Preferred Stock and any class or series of Parity Preferred Stock shall be distributed pro rata so that the amount of assets distributed per share of Series B Preferred Stock and such class or series of Parity Preferred Stock shall in all cases bear to each other the same ratio that the liquidation preference per share on the Series B Preferred Stock and such class or series of Parity Preferred Stock bear to each other. Written notice of any distribution in connection with any such liquidation, dissolution or winding up of the affairs of the Corporation, stating the payment date or dates when, and the place or places where, the amounts distributable in such circumstances shall be payable, shall be given by first class mail, postage pre-paid, not less than 30 nor more than 60 days prior to the payment date stated therein, to each record holder of the Series B Preferred Stock at the respective addresses of such holders as the same shall appear on the stock transfer records of the Corporation. Subject to the last sentence of this Section 4, after payment of the full amount of the liquidation distributions to which they are entitled, the holders of Series B Preferred Stock will have no right or claim shall be entitled to receive, prior, and in preference to any distribution of any of the remaining assets of this corporation to the Corporation. The consolidation or merger holders of Common Stock by reason of their ownership thereof, an amount per share equal to the sum of $2.30 for each outstanding share of Series B Preferred Stock (as adjusted to reflect stock dividends, stock splits and recapitalizations with respect to such shares) (the "Original Issue Price for Series B Preferred Stock") and an amount equal to declared but unpaid dividends thereon, and (iii) the holders of Series C Preferred Stock shall be entitled to receive, prior, and in preference to any distribution of any of the Corporation 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 $0.7032 for each outstanding share of Series C Preferred Stock (as adjusted to reflect stock dividends, stock splits and recapitalizations with or into another entityrespect to such shares) (the "Original Issue Price for Series C Preferred Stock") and an amount equal to declared but unpaid dividends thereon. If, a merger upon the occurrence of another entity with or into such an event, the Corporation, a statutory share exchange by assets and property thus distributed among the Corporation or a sale, lease, transfer or conveyance of all or substantially all holders of the Corporation’s Series A Preferred Stock, Series B Preferred Stock and Series C Preferred Stock shall be insufficient to permit the payment to such holders of the full preferential amount, then the assets and property or business of the corporation legally available for distribution shall not be deemed distributed ratably among the holders of the Series A Preferred Stock, Series B Preferred Stock and Series C Preferred Stock in proportion to constitute the aggregate preferential amounts owed such holders of the outstanding Series A Preferred Stock, Series B Preferred Stock and Series C Preferred Stock upon a liquidation, dissolution or winding up of the affairs of the Corporation. In determining whether a distribution (other than upon voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation) by dividend, redemption or other acquisition of shares of stock of the Corporation or otherwise is permitted under the Maryland General Corporation Law, no effect shall be given to amounts that would be needed, if the Corporation were to be dissolved at the time of the distribution, to satisfy the preferential rights upon dissolution of holders of the Series B Preferred Stock. Notwithstanding the above, for purposes of determining the amount each holder of shares of Series B Preferred Stock is entitled to receive with respect to a voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation, each such holder of shares of Series B Preferred Stock shall be deemed to have converted (regardless of whether such holder actually converted) such holder’s shares of Series B Preferred Stock into Common Shares immediately prior to such liquidation event if, as a result of an actual conversion, such holder would receive, in the aggregate, an amount greater than the amount that would be distributed to such holder if such holder did not convert such shares of Series B Preferred Stock into Common Sharescorporation.

Liquidation Preference. Upon (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 B B-1 Preferred Stock are then outstanding shall be entitled to be paid out of the assets of the Corporation legally available for distribution to its stockholders, after payment of or provision for the Corporation’s debts and other liabilities, a liquidation preference of $10.00 per share (subject to appropriate adjustment stockholders an amount in the event of any stock dividend, stock split, combination or other similar recapitalization with respect cash equal to the greater of (i) the Stated Value and (ii) the Common Stock Liquidation Amount (as defined below) for each share of Series B B-1 Preferred Stock), Stock outstanding plus an amount equal to any accrued and all declared but unpaid dividends (whether or not earned, authorized or declared) thereon to and including the date of payment, but without interestfixed for liquidation, before any distribution of payment shall be made or any assets is made distributed to the holders of any of the Junior StockSecurities (the " Liquidation Preference"); provided, however, that the holders of outstanding shares of Series B-1 Preferred Stock shall not be entitled to receive such liquidation payment until the liquidation payments on all outstanding shares of Senior Securities shall have been paid in full. If the assets of the Corporation legally available for distribution to stockholders are insufficient not sufficient to pay in full the liquidation preference on payments payable to the Series B Preferred Stock and the liquidation preference on the holders of outstanding shares of any class or series of Parity Series B-1 Preferred Stock, then the holders of all such shares shall share ratably in such distribution of assets distributed in accordance with the full respective preferential amounts that would be payable on such shares of Series B-1 Preferred Stock if all amounts payable thereon were paid in full. (b) For the purposes of this Section 4, "Common Stock Liquidation Amount" means the amount, if any, that each outstanding share of Series B-1 Preferred Stock would be entitled to receive following the payment by the Corporation of any liquidation preferences with respect to the Senior Securities, out of assets legally available for distribution as contemplated by the relevant provisions of the DGCL and applicable law, assuming that the holders of shares of Series B-1 Preferred Stock were entitled to participate with the holders of the Series B Preferred Stock and any class or series the Common Stock in all other assets of Parity Preferred Stock shall be distributed pro rata so that the amount of assets distributed per Corporation (with each share of Series B B-1 Preferred Stock and such class or series of Parity Preferred Stock shall in all cases bear entitled to each other participate on the same ratio that basis as one thousand (1,000) shares of Common Stock). (c) For the liquidation preference per share on the Series B Preferred Stock and such class or series of Parity Preferred Stock bear to each other. Written notice of any distribution in connection with any such liquidation, dissolution or winding up of the affairs of the Corporation, stating the payment date or dates when, and the place or places where, the amounts distributable in such circumstances shall be payable, shall be given by first class mail, postage pre-paid, not less than 30 nor more than 60 days prior to the payment date stated therein, to each record holder of the Series B Preferred Stock at the respective addresses of such holders as the same shall appear on the stock transfer records of the Corporation. Subject to the last sentence purposes of this Section 4, after payment (i) the voluntary sale, conveyance, exchange or transfer (for cash, shares of stock, securities or other consideration) of all or substantially all of the full amount of the liquidation distributions to which they are entitled, the holders of Series B Preferred Stock will have no right property or claim to any of the remaining assets of the Corporation. The Corporation (unless and until such sale, conveyance, exchange or transfer is followed by the dissolution of the Corporation pursuant to the DGCL) or (ii) the consolidation or merger of the Corporation with one or into another entity, a merger of another entity with more other companies or into the Corporation, a statutory share exchange by the Corporation or a sale, lease, transfer or conveyance of all or substantially all of the Corporation’s property or business entities shall not be deemed to constitute be a liquidation, dissolution or winding up of the affairs of the Corporation. In determining whether a distribution (other than upon up, voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation) by dividend, redemption or other acquisition of shares of stock of the Corporation or otherwise is permitted under the Maryland General Corporation Law, no effect shall be given to amounts that would be needed, if the Corporation were to be dissolved at the time of the distribution, to satisfy the preferential rights upon dissolution of holders of the Series B Preferred Stockinvoluntary. Notwithstanding the above, for purposes of determining the amount each holder of shares of Series B Preferred Stock is entitled to receive with respect to a voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation, each such holder of shares of Series B Preferred Stock shall be deemed to have converted (regardless of whether such holder actually converted) such holder’s shares of Series B Preferred Stock into Common Shares immediately prior to such liquidation event if, as a result of an actual conversion, such holder would receive, in the aggregate, an amount greater than the amount that would be distributed to such holder if such holder did not convert such shares of Series B Preferred Stock into Common Shares5.

Liquidation Preference. Upon any voluntary or involuntary (a) In the event of the liquidation, dissolution or winding up of the affairs of the CorporationCompany, whether voluntary or involuntary, after payment or provision for payment of the debts and other liabilities of the Company, the holders of shares of the Series B Preferred Stock then outstanding shall be entitled to receive, out of the assets of the Company, whether such assets are capital or surplus of any nature, before any payment shall be made or any assets distributed to the holders of the Common Stock or any other Junior Stock (but pari passu with any payment to holders of Series C Convertible Preferred Stock), an amount per share of Series B Preferred Stock calculated by taking the total amount available for distribution to holders of all the Company’s outstanding Common Stock before deduction of any preference payments for the Series B Preferred Stock or Series C Convertible Preferred Stock, divided by the total of (x) all of the then outstanding shares of the Company’s Common Stock, plus (y) all of the shares of the Company’s Common Stock into which all of the outstanding shares of the Series B Preferred Stock and Series C Convertible Preferred Stock can be converted, and then (z) multiplying the sum so obtained by the number of shares of Common Stock into which such share of Series B Preferred Stock could then be converted (the “Liquidation Preference Amount”). The liquidation payment with respect to each outstanding fractional share of Series B Preferred Stock shall be equal to a ratably proportionate amount of the liquidation payment with respect to each outstanding share of Series B Preferred Stock. All payments for which this Section 4(a) provides shall be in cash, property (valued at its fair market value as determined by an independent appraiser reasonably acceptable to the holders of a majority of the Series B Preferred Stock), or a combination thereof; provided, however, that no cash shall be paid to holders of Junior Stock unless each holder of the outstanding shares of Series B Preferred Stock has been paid in cash the full Liquidation Preference Amount to which such holder is entitled as provided herein. After payment of the full Liquidation Preference Amount to which each holder is entitled, such holders of shares of Series B Preferred Stock are will not be entitled to be paid out any further participation as such in any distribution of the assets of the Corporation legally available for distribution to its stockholders, after payment of or provision for the Corporation’s debts and other liabilities, a liquidation preference of $10.00 per share (subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization with respect to the Series B Preferred Stock), plus an amount equal to any accrued and unpaid dividends (whether or not earned, authorized or declared) thereon to and including the date of payment, but without interest, before any distribution of assets is made to holders of Junior Stock. If the assets of the Corporation legally available for distribution to stockholders are insufficient to pay in full the liquidation preference on the Series B Preferred Stock and the liquidation preference on the shares of any class or series of Parity Preferred Stock, all assets distributed to the holders of the Series B Preferred Stock and any class or series of Parity Preferred Stock shall be distributed pro rata so that the amount of assets distributed per share of Series B Preferred Stock and such class or series of Parity Preferred Stock shall in all cases bear to each other the same ratio that the liquidation preference per share on the Series B Preferred Stock and such class or series of Parity Preferred Stock bear to each other. Written notice of any distribution in connection with any such liquidation, dissolution or winding up of the affairs of the Corporation, stating the payment date or dates when, and the place or places where, the amounts distributable in such circumstances shall be payable, shall be given by first class mail, postage pre-paid, not less than 30 nor more than 60 days prior to the payment date stated therein, to each record holder of the Series B Preferred Stock at the respective addresses of such holders as the same shall appear on the stock transfer records of the Corporation. Subject to the last sentence of this Section 4, after payment of the full amount of the liquidation distributions to which they are entitled, the holders of Series B Preferred Stock will have no right or claim to any of the remaining assets of the Corporation. The consolidation or merger of the Corporation with or into another entity, a merger of another entity with or into the Corporation, a statutory share exchange by the Corporation or a sale, lease, transfer or conveyance of all or substantially all of the Corporation’s property or business shall not be deemed to constitute a liquidation, dissolution or winding up of the affairs of the Corporation. In determining whether a distribution (other than upon voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation) by dividend, redemption or other acquisition of shares of stock of the Corporation or otherwise is permitted under the Maryland General Corporation Law, no effect shall be given to amounts that would be needed, if the Corporation were to be dissolved at the time of the distribution, to satisfy the preferential rights upon dissolution of holders of the Series B Preferred Stock. Notwithstanding the above, for purposes of determining the amount each holder of shares of Series B Preferred Stock is entitled to receive with respect to a voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation, each such holder of shares of Series B Preferred Stock shall be deemed to have converted (regardless of whether such holder actually converted) such holder’s shares of Series B Preferred Stock into Common Shares immediately prior to such liquidation event if, as a result of an actual conversion, such holder would receive, in the aggregate, an amount greater than the amount that would be distributed to such holder if such holder did not convert such shares of Series B Preferred Stock into Common SharesCompany.

Liquidation Preference. Upon In the event of a liquidation, dissolution or winding up of the Corporation, whether voluntary or involuntary, the holders of then-outstanding shares of Series A Preferred Stock shall be entitled to receive out of the assets of the Corporation, whether such assets are capital or surplus of any nature, an amount per share equal to the greater of (A) the sum of (i) the Stated Value thereof and (ii) the dividends, if any, accumulated or deemed to have accumulated thereon to the date of final distribution to such holders, whether or not such dividends are declared, and (B) the amount that would be payable to such holders if the holders had converted all outstanding shares of Series A Preferred Stock into shares of Common Stock immediately prior to such liquidation, dissolution or winding up, and shall, after the holders of Common Stock have received an amount per share of Common Stock equal to the amount paid per share of Series A Preferred Stock, be entitled to participate on a pro rata basis with the holders of Common Stock. After any such payment in full, the holders of Series A Preferred Stock shall not, as such, be entitled to any further participation in any distribution of assets of the Corporation. All the assets of the Corporation available for distribution to stockholders after the liquidation preferences of any Senior Liquidation Securities shall be distributed ratably (in proportion to the full distributable amounts to which holders of Series A Preferred Stock and Parity Liquidation Securities, if any, are respectively entitled upon such dissolution, liquidation or winding up) among the holders of the then-outstanding shares of Series A Preferred Stock and Parity Liquidation Securities, if any, when such assets are not sufficient to pay in full the aggregate amounts payable thereon. Neither a consolidation or merger of the Corporation with or into any other Person or Persons, nor a sale, conveyance, lease, exchange or transfer of all or part of the Corporation's assets for cash, securities or other property to a Person or Persons shall be deemed to be a liquidation, dissolution or winding up of the Corporation for purposes of this Article IV, but the holders of shares of Series A Preferred Stock shall nevertheless be entitled from and after any such consolidation, merger or sale, conveyance, lease, exchange or transfer of all or part of the Corporation's assets to the rights provided by this Article IV following any such transaction. Notice of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation, the holders of shares of Series B Preferred Stock are entitled to be paid out of the assets of the Corporation legally available for distribution to its stockholders, after payment of or provision for the Corporation’s debts and other liabilities, a liquidation preference of $10.00 per share (subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization with respect to the Series B Preferred Stock), plus an amount equal to any accrued and unpaid dividends (whether or not earned, authorized or declared) thereon to and including the date of payment, but without interest, before any distribution of assets is made to holders of Junior Stock. If the assets of the Corporation legally available for distribution to stockholders are insufficient to pay in full the liquidation preference on the Series B Preferred Stock and the liquidation preference on the shares of any class or series of Parity Preferred Stock, all assets distributed to the holders of the Series B Preferred Stock and any class or series of Parity Preferred Stock shall be distributed pro rata so that the amount of assets distributed per share of Series B Preferred Stock and such class or series of Parity Preferred Stock shall in all cases bear to each other the same ratio that the liquidation preference per share on the Series B Preferred Stock and such class or series of Parity Preferred Stock bear to each other. Written notice of any distribution in connection with any such liquidation, dissolution or winding up of the affairs of the Corporation, stating the payment date or dates when, and the place or places where, the amounts distributable to each holder of shares of Series A Preferred Stock in such circumstances shall be payable, shall be given by first first-class mail, postage pre-paidprepaid, mailed not less than 30 nor more than 60 45 days prior to the any payment date stated therein, to each holders of record holder of the Series B Preferred Stock at the respective addresses of such holders as the same shall they appear on the stock transfer records of the Corporation. Subject to the last sentence of this Section 4, after payment of the full amount of the liquidation distributions to which they are entitled, the holders of Series B Preferred Stock will have no right or claim to any of the remaining assets of the Corporation. The consolidation or merger record books of the Corporation with or into another entity, a merger of another entity with or into the Corporation, a statutory share exchange by the Corporation or a sale, lease, transfer or conveyance of all or substantially all as of the Corporation’s property or business shall not be deemed to constitute a liquidation, dissolution or winding up of the affairs of the Corporation. In determining whether a distribution (other than upon voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation) by dividend, redemption or other acquisition of shares of stock of the Corporation or otherwise is permitted under the Maryland General Corporation Law, no effect shall be given to amounts that would be needed, if the Corporation were to be dissolved at the time of the distribution, to satisfy the preferential rights upon dissolution of holders of the Series B Preferred Stock. Notwithstanding the above, for purposes of determining the amount each holder of shares of Series B Preferred Stock is entitled to receive with respect to a voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation, each date such holder of shares of Series B Preferred Stock shall be deemed to have converted (regardless of whether such holder actually converted) such holder’s shares of Series B Preferred Stock into Common Shares immediately prior to such liquidation event if, as a result of an actual conversion, such holder would receive, in the aggregate, an amount greater than the amount that would be distributed to such holder if such holder did not convert such shares of Series B Preferred Stock into Common Sharesnotices are first mailed.

Liquidation Preference. Upon any voluntary or involuntary A. In the event of a liquidation, dissolution or winding up of the affairs of the Corporation, whether voluntary or involuntary, the holders Holders of then-outstanding shares of Series B Preferred Stock are shall be entitled to be paid receive, out of the assets of the Corporation legally available for distribution Corporation, prior and in preference to its stockholdersthe holders of any Junior Securities, after payment whether such assets are capital or surplus of or provision for the Corporation’s debts and other liabilitiesany nature, a liquidation preference of $10.00 an amount per share (subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization with respect equal to the Series B Preferred Stock), greater of (i) the sum of (A) the Share Purchase Price plus (B) an amount equal to the unpaid dividends, if any, accumulated or deemed to have accumulated thereon (including any accrued Arrearages and unpaid any dividends (whether or not earned, authorized or declaredaccumulated thereon) thereon to through and including the date of payment, but without interest, before any distribution of assets is made to holders of Junior Stock. If the assets of the Corporation legally available for final distribution to stockholders such Holders, whether or not such dividends are insufficient to pay in full declared, plus (C) the liquidation preference on the Series B Preferred Stock Make-Whole Amount, and the liquidation preference on the shares of any class or series of Parity Preferred Stock, all assets distributed to the holders of the Series B Preferred Stock and any class or series of Parity Preferred Stock shall be distributed pro rata so that (ii) the amount of assets distributed per share that would be payable to such Holders if the Holders had converted all outstanding shares of Series B Preferred Stock and such class or series into shares of Parity Preferred Common Stock shall in all cases bear immediately prior to each other the same ratio that the liquidation preference per share on the Series B Preferred Stock and such class or series of Parity Preferred Stock bear to each other. Written notice of any distribution in connection with any such liquidation, dissolution or winding up of (the affairs of the Corporation, stating the "Liquidation Preference"). After any such payment date or dates when, and the place or places wherein full, the amounts distributable Holders, only in such circumstances shall be payabletheir capacity as such, shall not be given by first class mail, postage pre-paid, not less than 30 nor more than 60 days prior entitled to the payment date stated therein, to each record holder any further participation in any distribution of the Series B Preferred Stock at the respective addresses of such holders as the same shall appear on the stock transfer records assets of the Corporation. Subject All the assets of the Corporation available for distribution to stockholders after the liquidation preferences of any Senior Liquidation Securities shall be distributed ratably (in proportion to the last sentence of this Section 4full distributable amounts to which Holders and Parity Liquidation Securities (including the Series A Preferred Stock) are respectively entitled upon such liquidation, after payment dissolution or winding up) among the Holders of the full amount of the liquidation distributions to which they are entitled, the holders then-outstanding shares of Series B Preferred Stock will have no right or claim and Parity Liquidation Securities (including the Series A Preferred Stock) when such assets are not sufficient to any of pay in full the remaining assets of the Corporationaggregate amounts payable thereon. The Corporation shall not make any distribution of assets upon such liquidation, dissolution or winding up in respect of any Junior Liquidation Securities, either directly or indirectly, unless prior to such distribution, the Liquidation Preference shall have been paid in full in respect of all outstanding shares of Series B Preferred Stock, Series A Preferred Stock and any other Parity Liquidation Securities. Neither a voluntary consolidation or merger of the Corporation with or into another entityany other Person or Persons, a merger of another entity with or into the Corporation, a statutory share exchange by the Corporation or nor a sale, conveyance, lease, exchange or transfer or conveyance of all or substantially all of the Corporation’s 's assets for cash, securities or other property to a Person or business Persons shall not be deemed to constitute be a liquidation, dissolution or winding up of the affairs of the Corporation. In determining whether a distribution (other than upon voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation) by dividend, redemption or other acquisition of shares of stock of the Corporation or otherwise is permitted under the Maryland General Corporation Law, no effect shall be given to amounts that would be needed, if the Corporation were to be dissolved at the time of the distribution, to satisfy the preferential rights upon dissolution of holders of the Series B Preferred Stock. Notwithstanding the above, for purposes of determining the amount each holder of shares of Series B Preferred Stock is entitled to receive with respect to a voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation, each such holder of shares of Series B Preferred Stock shall be deemed to have converted (regardless of whether such holder actually converted) such holder’s shares of Series B Preferred Stock into Common Shares immediately prior to such liquidation event if, as a result of an actual conversion, such holder would receive, in the aggregate, an amount greater than the amount that would be distributed to such holder if such holder did not convert such shares of Series B Preferred Stock into Common Sharesthis Article IV.

Liquidation Preference. Upon any In the event of our voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporationup, the holders of shares of Series B Preferred Stock are will be entitled to be paid out of the assets of the Corporation we have legally available for distribution to its stockholdersour shareholders, after payment subject to the preferential rights of the holders of any class or provision for series of our capital stock we may issue ranking senior to the Corporation’s debts and other liabilitiesSeries B Preferred Stock with respect to the distribution of assets upon liquidation, dissolution or winding up, a liquidation preference of $10.00 25.00 per share (subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization with respect to the Series B Preferred Stock)share, plus an amount equal to any accrued accumulated and unpaid dividends (whether or to, but not earnedincluding, authorized or declared) thereon to and including the date of payment, but without interest, before any distribution of assets is made to holders of Junior Stockour common stock or any other class or series of our capital stock we may issue that ranks junior to the Series B Preferred Stock as to liquidation rights. If In the event that, upon any such voluntary or involuntary liquidation, dissolution or winding up, our available assets of the Corporation legally available for distribution to stockholders are insufficient to pay in full the liquidation preference amount of the liquidating distributions on the all outstanding shares of Series B Preferred Stock and the liquidation preference corresponding amounts payable on the Series A Preferred Stock and on all shares of any class other classes or series of Parity our capital stock that we may issue ranking on a parity with the Series B Preferred StockStock in the distribution of assets, all assets distributed to then the holders of the Series B Preferred Stock and any class all other such classes or series of Parity Preferred Stock capital stock shall be distributed pro rata so that the amount share ratably in any such distribution of assets distributed per share in proportion to the full liquidating distributions to which they would otherwise be respectively entitled. Holders of Series B Preferred Stock and such class or series of Parity Preferred Stock shall in all cases bear will be entitled to each other the same ratio that the liquidation preference per share on the Series B Preferred Stock and such class or series of Parity Preferred Stock bear to each other. Written written notice of any distribution in connection with any such liquidation, dissolution or winding up of the affairs of the Corporation, stating the payment date or dates when, and the place or places where, the amounts distributable in such circumstances shall be payable, shall be given by first class mail, postage pre-paid, not less no fewer than 30 nor days and no more than 60 days prior to the payment date stated therein, to each record holder of the Series B Preferred Stock at the respective addresses of such holders as the same shall appear on the stock transfer records of the Corporationdate. Subject to the last sentence of this Section 4, after After payment of the full amount of the liquidation liquidating distributions to which they are entitled, the holders of Series B Preferred Stock will have no right or claim to any of the our remaining assets of the Corporationassets. The consolidation or merger of the Corporation us with or into another entityany other corporation, a merger trust or entity or of another any other entity with or into us, or the Corporation, a statutory share exchange by the Corporation or a sale, lease, transfer or conveyance of all or substantially all of the Corporation’s our property or business business, shall not be deemed to constitute a liquidation, dissolution or winding up of the affairs of the Corporation. In determining whether a distribution (other than upon voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation) by dividend, redemption or other acquisition of shares of stock of the Corporation or otherwise is permitted under the Maryland General Corporation Law, no effect shall be given to amounts that would be needed, if the Corporation were to be dissolved at the time of the distribution, to satisfy the preferential rights upon dissolution of holders of the Series B Preferred Stock. Notwithstanding the above, for purposes of determining the amount each holder of shares of Series B Preferred Stock is entitled to receive with respect to a voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation, each such holder of shares of Series B Preferred Stock shall be deemed to have converted (regardless of whether such holder actually converted) such holder’s shares of Series B Preferred Stock into Common Shares immediately prior to such liquidation event if, as a result of an actual conversion, such holder would receive, in the aggregate, an amount greater than the amount that would be distributed to such holder if such holder did not convert such shares of Series B Preferred Stock into Common Sharesus.

Liquidation Preference. Upon any voluntary or involuntary In the event of a liquidation, dissolution or winding up of the affairs of the CorporationCompany, whether voluntary or involuntary (a "Liquidation"), the holders of shares the Series B Preferred Stock then outstanding shall be entitled to receive out of the available assets of the Company, whether such assets are stated capital or surplus of any nature, an amount on such date equal to $[insert original per share purchase price] per share of Series B Preferred Stock are entitled plus the amount of any accrued and unpaid Base Dividends as of such date, calculated pursuant to Section 2 and any declared but unpaid Additional Dividends as of such date (collectively, the "Liquidation Preference"). Such payment shall be paid out made before any payment shall be made or any assets distributed to the holders of any class or series of the assets Common Stock, the holders of the Corporation legally available for distribution Series A 6% Convertible Preferred Stock or any other class or series of the Company's capital stock ranking junior as to its stockholders, after payment of or provision for the Corporation’s debts and other liabilities, a liquidation preference of $10.00 per share (subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization with respect rights to the Series B Preferred Stock). After the Liquidation Preference has been paid in full pursuant to this Section 3, plus an amount equal the holders of the Series A 6% Convertible Preferred Stock shall be entitled to any accrued and unpaid dividends (whether or not earned, authorized or declared) thereon receive their liquidation preference as set forth in the First Amendment to and including the date Certificate of Designation of the Series A 6% Convertible Preferred Stock. Following payment, but without interestfirst, before any distribution of assets is made to holders of Junior Stock. If the assets of the Corporation legally available for distribution to stockholders are insufficient to pay in full the liquidation preference on the Series B Preferred Stock and the liquidation preference on the shares of any class or series of Parity Preferred Stock, all assets distributed to the holders of the Series B Preferred Stock and of the full preferential amounts described in the first sentence of this Section 3 and, second, to the holders of the Series A 6% Convertible Preferred Stock of the full preferential amounts described in the First Amendment to the Certificate of Designation of the Series A 6% Convertible Preferred Stock, the remaining assets (if any) of the Company available for distribution to stockholders of the Company shall be distributed, subject to the rights of the holders of shares of any class or other series of Parity Preferred Stock shall be distributed ranking prior to the Common Stock as to distributions upon Liquidation, pro rata so that among (i) the amount holders of assets distributed per share the then outstanding shares of Series B Preferred Stock and such class or series of Parity Preferred Stock shall in all cases bear to each other the same ratio that the liquidation preference per share on (as if the Series B Preferred Stock and such class or series of Parity Preferred had been converted into Common Stock bear to each other. Written notice of any distribution in connection with any such liquidation, dissolution or winding up as of the affairs of the Corporation, stating the payment date or dates when, and the place or places where, the amounts distributable in such circumstances shall be payable, shall be given by first class mail, postage pre-paid, not less than 30 nor more than 60 days immediately prior to the date fixed for determination of stockholders entitled to receive such distribution) and (ii) the holders of the Common Stock and any other shares of capital stock of the Company ranking on a parity with the Common Stock as to distributions upon Liquidation. If upon any Liquidation the assets available for payment date stated therein, of the Liquidation Preference are insufficient to each record holder permit the payment to the holders of the Series B Preferred Stock at the respective addresses of such holders as the same shall appear on the stock transfer records of the Corporation. Subject to the last sentence of this Section 4, after payment of the full amount of preferential amounts described in this paragraph, then all the liquidation distributions to which they are entitled, remaining available assets shall be distributed among the holders of the then outstanding Series B Preferred Stock will have no right or claim pro rata according to any the number of the remaining assets of the Corporation. The consolidation or merger of the Corporation with or into another entity, a merger of another entity with or into the Corporation, a statutory share exchange by the Corporation or a sale, lease, transfer or conveyance of all or substantially all of the Corporation’s property or business shall not be deemed to constitute a liquidation, dissolution or winding up of the affairs of the Corporation. In determining whether a distribution (other than upon voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation) by dividend, redemption or other acquisition of shares of stock of the Corporation or otherwise is permitted under the Maryland General Corporation Law, no effect shall be given to amounts that would be needed, if the Corporation were to be dissolved at the time of the distribution, to satisfy the preferential rights upon dissolution of holders of the Series B Preferred Stock. Notwithstanding the above, for purposes of determining the amount each holder of then outstanding shares of Series B Preferred Stock is entitled to receive with respect to a voluntary or involuntary liquidationheld by each holder thereof. A Corporate Transaction (as hereinafter defined), dissolution or winding up shall at the election of the affairs holders of a majority of the Corporation, each such holder of shares of Series B Preferred Stock shall be deemed to have converted (regardless outstanding at the time constitute a Liquidation for purposes of whether such holder actually converted) such holder’s shares of Series B Preferred Stock into Common Shares immediately prior to such liquidation event ifthis Section 3, as a result of other than an actual conversion, such holder would receive, in the aggregate, an amount greater than the amount that would be distributed to such holder if such holder did not convert such shares of Series B Preferred Stock into Common SharesExcluded Corporate Transaction.

Liquidation Preference. Upon In the event of any voluntary or ---------------------- involuntary liquidation, winding-up or dissolution or winding up of the affairs Company or reduction or decrease in its capital stock resulting in a distribution of assets to the holders of any class or series of the CorporationCompany's capital stock, after there shall have been paid, or set apart for payment, to the holders of the outstanding shares of any class having preference over the Convertible Preferred Stock the preferential amounts as to which they are respectively entitled, the holders of the Convertible Preferred Stock shall be entitled to share ratably with the holders of the Common Stock (and all other classes and series of stock entitled to participate with the Common Stock) in the remaining assets of the Company on the basis that such holders would share if all outstanding shares of Series B Convertible Preferred Stock are were then converted into Common Stock; provided, that in the -------- event that such payment would be less than $0.01 per share of Convertible Preferred Stock, the holders of the Convertible Preferred Stock shall instead be entitled to be paid receive out of the assets of the Corporation legally Company available for distribution to its stockholders, after payment whether from capital, surplus or earnings, an amount per share of or provision for the Corporation’s debts and other liabilities, a liquidation preference of Convertible Preferred Stock equal to $10.00 0.01 per share (subject to appropriate adjustment or if less than $0.01 per share is available for distribution in respect of the event Convertible Preferred Stock, then all such remaining funds shall be distributed pro rata in respect of any stock dividend, stock split, combination or other similar recapitalization with respect to the Series B --- ---- Convertible Preferred Stock), plus an amount equal to any accrued and unpaid dividends (whether or not earned, authorized or declared) thereon to and including the date of payment, but without interest, before any payment or distribution of assets is shall be made to the holders of Junior the Common Stock (or any other class or series of stock entitled to participate with the Common Stock). If If, upon any liquidation, winding-up or dissolution of the Company, the assets of the Corporation legally available for distribution to stockholders are Company, or proceeds thereof, distributable among the holders of shares of Convertible Preferred Stock or any capital stock ranking on a parity with the Convertible Preferred Stock upon liquidation, winding-up or dissolution of the Company, shall be insufficient to pay in full the liquidation preference on preferential amounts to which such stock would be entitled, then such assets, or the Series B Preferred Stock and the liquidation preference on the shares of any class or series of Parity Preferred Stock, all assets distributed to the holders of the Series B Preferred Stock and any class or series of Parity Preferred Stock shall be distributed pro rata so that the amount of assets distributed per share of Series B Preferred Stock and such class or series of Parity Preferred Stock shall in all cases bear to each other the same ratio that the liquidation preference per share on the Series B Preferred Stock and such class or series of Parity Preferred Stock bear to each other. Written notice of any distribution in connection with any such liquidation, dissolution or winding up of the affairs of the Corporation, stating the payment date or dates when, and the place or places where, the amounts distributable in such circumstances shall be payableproceeds thereof, shall be given by first class mail, postage pre-paid, not less than 30 nor more than 60 days prior to the payment date stated therein, to each record holder of the Series B Preferred Stock at distributable among such holders ratably in accordance with the respective addresses of amounts which would be payable on such holders as shares if all amounts payable thereon were payable in full. For the same shall appear on the stock transfer records of the Corporation. Subject to the last sentence of this Section 4purposes hereof, after payment of the full amount of the liquidation distributions to which they are entitled, the holders of Series B Preferred Stock will have no right or claim to any of the remaining assets of the Corporation. The neither a consolidation or nor merger of the Corporation Company with one or into another entitymore other corporations, nor a merger of another entity with or into the Corporation, a statutory share exchange by the Corporation sale or a sale, lease, transfer or conveyance of all or substantially all of the Corporation’s property or business shall not be deemed to constitute a liquidation, dissolution or winding up assets of the affairs of the Corporation. In determining whether a distribution (other than upon voluntary or involuntary liquidationCompany, dissolution or winding up of the affairs of the Corporation) by dividend, redemption or other acquisition of shares of stock of the Corporation or otherwise is permitted under the Maryland General Corporation Law, no effect shall be given to amounts that would be needed, if the Corporation were to be dissolved at the time of the distribution, to satisfy the preferential rights upon dissolution of holders of the Series B Preferred Stock. Notwithstanding the above, for purposes of determining the amount each holder of shares of Series B Preferred Stock is entitled to receive with respect to a voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation, each such holder of shares of Series B Preferred Stock shall be deemed to have converted (regardless be a liquidation, winding- up or dissolution, voluntary or involuntary, of whether such holder actually converted) such holder’s shares of Series B Preferred Stock into Common Shares immediately prior to such liquidation event if, as a result of an actual conversion, such holder would receive, in the aggregate, an amount greater than the amount that would be distributed to such holder if such holder did not convert such shares of Series B Preferred Stock into Common SharesCompany.

Liquidation Preference. Upon (a) In the event of any voluntary or involuntary liquidation, dissolution or winding winding-up of the affairs of the Corporation, the holders of shares of Series B Preferred Stock are entitled to be paid out whether voluntary or involuntary, after any payment or distribution of the assets of the Corporation legally available for distribution (whether capital or surplus) shall be made to its stockholders, after payment of or provision set apart for the Corporation’s debts holders of Senior Securities, and other liabilities, a liquidation preference of $10.00 per share (subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization with respect to the Series B Preferred Stock), plus an amount equal to any accrued and unpaid dividends (whether or not earned, authorized or declared) thereon to and including the date of payment, but without interest, before any payment or distribution of assets is made to holders of Junior Stock. If the assets of the Corporation legally available (whether capital or surplus) shall be made to or set apart for distribution the holders of Junior Securities, the holders of the shares of Series C Preferred Stock and Series D Preferred Stock taken together shall be entitled to stockholders are receive an amount in cash equal to the greater of (x) the aggregate Liquidation Preferences (as set forth herein and in the Series C Designation) of the 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 liquidation, dissolution or winding-up of the Corporation, the assets of the Corporation, or proceeds thereof, shall be insufficient to pay in full the liquidation preference aforesaid amounts under clause (x) of the preceding sentence and liquidating payments on all Parity Securities, then such assets, or proceeds thereof, shall (i) be distributed among the shares of Series B C Preferred Stock and the liquidation preference Series D Preferred Stock taken together and all such other Parity Securities ratably in accordance with the respective amounts that would be payable on the such shares of any class or series of Parity Preferred Stock, all assets distributed to the holders of the Series B Preferred Stock and any class or series of such other Parity Preferred Stock shall be distributed pro rata so that Securities if all amounts payable thereon were paid in full and (ii) the amount of assets distributed per share of distributable under clause (i) to the Series B C Preferred Stock and such class or series of Parity Series D Preferred Stock taken together, shall in all cases bear first be distributed to each other the same ratio that the liquidation preference per share on the Series B C Preferred Stock until it has received an amount equal to the aggregate Preference Amounts (as defined in the Series C Designation) of all Series C Preferred Stock outstanding as of the date of liquidation and thereafter 37.5% to the Series C Preferred Stock and such class or series of Parity 62.5% to the Series D Preferred Stock bear to each otherStock. Written notice of If, upon any distribution in connection with any such liquidation, dissolution or winding winding-up of the affairs of the Corporation, stating the payment date or dates when, and the place or places where, the amounts distributable in such circumstances shall be payable, shall be given by first class mail, postage pre-paid, not less than 30 nor more than 60 days prior to the payment date stated therein, to each record holder of the Series B Preferred Stock at the respective addresses of such holders as the same shall appear on the stock transfer records of the Corporation. Subject to the last sentence of this Section 4, after payment of the full amount of the liquidation distributions to which they are entitled, the holders of Series B Preferred Stock will have no right or claim to any of the remaining assets of the Corporation, or proceeds thereof, distributable to the Series C Preferred Stock and Series D Preferred Stock taken together shall be sufficient to pay in full the aforesaid amounts under clause (x) of the first sentence of this subsection 5(a) then such amount shall first be distributed to the Series C Preferred Stock until it has received an amount equal to the aggregate Preference Amounts (as defined in the Series C Designation) of all Series C Preferred Stock outstanding as of the date of liquidation and thereafter 37.5% to the Series C Preferred Stock and 62.5% to the Series D Preferred Stock. The Any amounts distributed with respect to the Series D Preferred Stock pursuant to this paragraph 5(a) shall be allocated pro rata among the shares of Series D Preferred Stock. For the purposes of this paragraph 5, neither the sale, conveyance, exchange or transfer (for cash, shares of stock, securities or other consideration) of all or substantially all of the property or assets of the Corporation nor the consolidation or merger of the Corporation with or into another entity, a merger of another entity with one or into the Corporation, a statutory share exchange by the Corporation or a sale, lease, transfer or conveyance of all or substantially all of the Corporation’s property or business more other entities shall not be deemed to constitute be a liquidation, dissolution or winding winding-up of the affairs of the Corporation. In determining whether a distribution (other than upon voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation) by dividend, redemption or other acquisition of shares of stock of the Corporation or otherwise is permitted under the Maryland General Corporation Law, no effect shall be given to amounts that would be needed, if the Corporation were to be dissolved at the time of the distribution, to satisfy the preferential rights upon dissolution of holders of the Series B Preferred Stock. Notwithstanding the above, for purposes of determining the amount each holder of shares of Series B Preferred Stock is entitled to receive with respect to a voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation, each such holder of shares of Series B Preferred Stock shall be deemed to have converted (regardless of whether such holder actually converted) such holder’s shares of Series B Preferred Stock into Common Shares immediately prior to such liquidation event if, as a result of an actual conversion, such holder would receive, in the aggregate, an amount greater than the amount that would be distributed to such holder if such holder did not convert such shares of Series B Preferred Stock into Common Shares.

Liquidation Preference. Upon (1) 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 B Preferred Stock are entitled to be paid out of the assets of the Corporation legally available for distribution to its stockholders, after payment of or provision for the Corporation’s debts and any Group Company (other liabilities, a liquidation preference of $10.00 per share (subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization with respect to the Series B Preferred Stock), plus an amount equal to any accrued and unpaid dividends (whether or not earned, authorized or declared) thereon to and including the date of payment, but without interest, before any distribution of assets is made to holders of Junior Stock. If the assets of the Corporation legally available for distribution to stockholders are insufficient to pay in full the liquidation preference on the Series B Preferred Stock and the liquidation preference on the shares of any class or series of Parity Preferred Stock, all assets distributed to the holders of the Series B Preferred Stock and any class or series of Parity Preferred Stock shall be distributed pro rata so that the amount of assets distributed per share of Series B Preferred Stock and such class or series of Parity Preferred Stock shall in all cases bear to each other the same ratio that the liquidation preference per share on the Series B Preferred Stock and such class or series of Parity Preferred Stock bear to each other. Written notice of any distribution in connection with any such liquidation, dissolution or winding up of the affairs of the Corporation, stating the payment date or dates when, and the place or places where, the amounts distributable in such circumstances shall be payable, shall be given by first class mail, postage pre-paid, not less than 30 nor more than 60 days prior to the payment date stated therein, to each record holder of the Series B Preferred Stock at the respective addresses of such holders as the same shall appear on the stock transfer records of the Corporation. Subject to the last sentence of this Section 4, after payment of the full amount of the liquidation distributions to which they are entitled, the holders of Series B Preferred Stock will have no right or claim to any of the remaining assets of the Corporation. The consolidation or merger of the Corporation with or into another entity, a merger of another entity with or into the Corporation, a statutory share exchange by the Corporation or a sale, lease, transfer or conveyance of all or substantially all of the Corporation’s property or business shall not be deemed to constitute a liquidation, dissolution or winding up of a Subsidiary that has been approved by the affairs Shareholders as part of a restructuring for the benefit of the Corporation. In determining whether a distribution (other than upon Company), either voluntary or involuntary liquidationinvoluntary, dissolution or winding up of the affairs of the Corporation) by dividend, redemption or other acquisition of shares of stock of the Corporation or otherwise is permitted under the Maryland General Corporation Law, no effect shall be given to amounts that would be needed, if the Corporation were to be dissolved at the time of the distribution, to satisfy the preferential rights upon dissolution of holders of the Series B Shares shall be entitled to receive, prior to any distribution to other holders of Preferred StockShares and holders of the Ordinary Shares or any other class or series of shares, an amount per Series B Share equal to 100% of the Series B Issue Price (as adjusted for share dividends, splits, combinations, recapitalizations or similar events) plus all accrued or declared but unpaid dividends thereon (the “Series B Preference Amount”). Notwithstanding After the abovefull distribution of the Series B Preference Amount, for purposes of determining the amount each holder of shares holders of Series A1 Shares shall be entitled to receive, prior to any distribution to holders of Series A Shares and holders of the Ordinary Shares or any other class or series of shares, an amount per Series A1 Share equal to 100% of the Series A1 Issue Price (as adjusted for share dividends, splits, combinations, recapitalizations or similar events) plus all accrued or declared but unpaid dividends thereon (the “Series A1 Preference Amount”). After the full distribution of the Series B Preferred Stock is Preference Amount and Series A1 Preference Amount, holders of Series A Shares shall be entitled to receive with respect prior to a voluntary or involuntary liquidation, dissolution or winding up any distribution to holders of the affairs Ordinary Shares or any other class or series of the Corporation, each such holder of shares of Series B Preferred Stock shall be deemed to have converted (regardless of whether such holder actually converted) such holder’s shares of Series B Preferred Stock into Common Shares immediately prior to such liquidation event if, as a result of an actual conversion, such holder would receive, in the aggregateshares, an amount greater than per Series A Share equal to 100% of the amount that would Series A Issue Price (as adjusted for share dividends, splits, combinations, recapitalizations or similar events) plus all accrued or declared but unpaid dividends thereon (the “Series A Preference Amount”, and collectively with Series B Preference Amount and Series A1 Preference Amount, the “Preference Amount”). After the full liquidation Preference Amount on all outstanding Preferred Shares has been paid, any remaining funds or assets of the Company legally available for distribution to Shareholders shall be distributed pro rata among the holders of the Preferred Shares (on an as-converted basis) together with the holders of the Ordinary Shares. If the Company has insufficient assets to such holder if such holder did not convert such shares permit payment of Series B the Preference Amount in full to all holders of Preferred Stock into Common Shares., then the assets of the Company shall be distributed as follows:

Liquidation Preference. Upon any voluntary or involuntary A. In the event of a liquidation, dissolution or winding up of the affairs of the Corporation, whether voluntary or involuntary, the holders Holders of then-outstanding shares of Series B A Preferred Stock are shall be entitled to be paid receive, out of the assets of the Corporation legally available for distribution Corporation, prior and in preference to its stockholdersthe holders of any Junior Securities, after payment whether such assets are capital or surplus of or provision for the Corporation’s debts and other liabilitiesany nature, a liquidation preference of $10.00 an amount per share (subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization with respect equal to the Series B Preferred Stock), greater of (i) the sum of (A) the Share Purchase Price plus (B) an amount equal to the unpaid dividends, if any, accumulated or deemed to have accumulated thereon (including any accrued Arrearages and unpaid any dividends (whether or not earned, authorized or declaredaccumulated thereon) thereon to through and including the date of payment, but without interest, before any distribution of assets is made to holders of Junior Stock. If the assets of the Corporation legally available for final distribution to stockholders such Holders, whether or not such dividends are insufficient declared, plus (C) the Make-Whole Amount, and (ii) the amount that would be payable to pay in full such Holders if the liquidation preference on the Holders had converted all outstanding shares of Series B A Preferred Stock and the liquidation preference on the into shares of any class or series of Parity Preferred Stock, all assets distributed Common Stock immediately prior to the holders of the Series B Preferred Stock and any class or series of Parity Preferred Stock shall be distributed pro rata so that the amount of assets distributed per share of Series B Preferred Stock and such class or series of Parity Preferred Stock shall in all cases bear to each other the same ratio that the liquidation preference per share on the Series B Preferred Stock and such class or series of Parity Preferred Stock bear to each other. Written notice of any distribution in connection with any such liquidation, dissolution or winding up of (the affairs of the Corporation, stating the "Liquidation Preference"). After any such payment date or dates when, and the place or places wherein full, the amounts distributable Holders, only in such circumstances shall be payabletheir capacity as such, shall not be given by first class mail, postage pre-paid, not less than 30 nor more than 60 days prior to the payment date stated therein, to each record holder of the Series B Preferred Stock at the respective addresses of such holders as the same shall appear on the stock transfer records of the Corporation. Subject to the last sentence of this Section 4, after payment of the full amount of the liquidation distributions to which they are entitled, the holders of Series B Preferred Stock will have no right or claim entitled to any further participation in any distribution of the remaining assets of the Corporation. All the assets of the Corporation available for distribution to stockholders after the liquidation preferences of any Senior Liquidation Securities shall be distributed ratably (in proportion to the full distributable amounts to which Holders and Parity Liquidation Securities (including the Series B Preferred Stock) are respectively entitled upon such liquidation, dissolution, or winding up) among the Holders of the then-outstanding shares of Series A Preferred Stock and Parity Liquidation Securities (including the Series B Preferred Stock) when such assets are not sufficient to pay in full the aggregate amounts payable thereon. The Corporation shall not make any distribution of assets upon such liquidation, dissolution or winding up in respect of any Junior Liquidation Securities, either directly or indirectly, unless prior to such distribution, the Liquidation Preference shall have been paid in full in respect of all outstanding shares of Series A Preferred Stock, Series B Preferred Stock and any other Parity Liquidation Securities. Neither a voluntary consolidation or merger of the Corporation with or into another entityany other Person or Persons, a merger of another entity with or into the Corporation, a statutory share exchange by the Corporation or nor a sale, conveyance, lease, exchange or transfer or conveyance of all or substantially all of the Corporation’s 's assets for cash, securities or other property to a Person or business Persons shall not be deemed to constitute be a liquidation, dissolution or winding up of the affairs of the Corporation. In determining whether a distribution (other than upon voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation) by dividend, redemption or other acquisition of shares of stock of the Corporation or otherwise is permitted under the Maryland General Corporation Law, no effect shall be given to amounts that would be needed, if the Corporation were to be dissolved at the time of the distribution, to satisfy the preferential rights upon dissolution of holders of the Series B Preferred Stock. Notwithstanding the above, for purposes of determining the amount each holder of shares of Series B Preferred Stock is entitled to receive with respect to a voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation, each such holder of shares of Series B Preferred Stock shall be deemed to have converted (regardless of whether such holder actually converted) such holder’s shares of Series B Preferred Stock into Common Shares immediately prior to such liquidation event if, as a result of an actual conversion, such holder would receive, in the aggregate, an amount greater than the amount that would be distributed to such holder if such holder did not convert such shares of Series B Preferred Stock into Common Sharesthis Article IV.

Liquidation Preference. Upon (a) In the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs Company, whether voluntary or involuntary, before any payment or distribution of the Corporationassets of the Company shall be made to or set apart for the holders of Junior Shares, the holders of shares of Series B Preferred Stock are the 8% Convertible Preference Shares shall be entitled to be paid paid, out of the assets of the Corporation legally Company available for distribution to its stockholders, after payment of or provision in immediately available funds, $70.00 for each outstanding 8% Convertible Preference Share (including outstanding Additional Shares) (the Corporation’s debts and other liabilities, a liquidation preference of $10.00 per share (subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization with respect to the Series B Preferred StockLiquidation Preference ), plus an amount equal to any accrued and unpaid all ---------------------- dividends (whether or not earned, authorized or declaredauthorized) accumulated and unpaid thereon to and including the date of final distribution to such holders; but such holders shall not be entitled to any further payment. If, but without interestupon any liquidation, before any distribution dissolution or winding up of assets is made to holders of Junior Stock. If the Company, the assets of the Corporation legally available for distribution to stockholders are Company, or proceeds thereof, distributable among the holders of the 8% Convertible Preference Shares shall be insufficient to pay in full the liquidation preference Liquidation Preference, plus an amount equal to all dividends (whether or not authorized) accumulated and unpaid thereon to the date of final distribution to such holders, and liquidating payments on the Series B Preferred Stock and the liquidation preference on the any other shares of any class or series of Parity Preferred StockShares, all assets then such assets, or the proceeds thereof, shall be distributed to among the holders of the Series B Preferred Stock 8% Convertible Preference Shares and any class or series such other Parity Liquidation Shares ratably in accordance with the respective amounts that would be payable on such 8% Convertible Preference Shares and any such other Parity Liquidation Shares if all amounts payable thereon were paid in full. The holders of Parity Preferred Stock 8% Convertible Preference Shares shall be distributed pro rata so that the amount of assets distributed per share of Series B Preferred Stock and such class or series of Parity Preferred Stock shall entitled to notice in all cases bear to each other the same ratio that the liquidation preference per share on the Series B Preferred Stock and such class or series of Parity Preferred Stock bear to each other. Written notice advance of any distribution in connection with any such liquidation, dissolution or winding up of the affairs of Company as provided in subsection 5(e). For the Corporation, stating the payment date or dates when, and the place or places where, the amounts distributable in such circumstances shall be payable, shall be given by first class mail, postage pre-paid, not less than 30 nor more than 60 days prior to the payment date stated therein, to each record holder of the Series B Preferred Stock at the respective addresses of such holders as the same shall appear on the stock transfer records of the Corporation. Subject to the last sentence purposes of this Section 4, after payment (i) a consolidation, merger or scheme of arrangement of the full amount of the liquidation distributions to which they are entitledCompany with one or more entities, the holders of Series B Preferred Stock will have no right (ii) a sale or claim to any of the remaining assets of the Corporation. The consolidation or merger of the Corporation with or into another entity, a merger of another entity with or into the Corporation, a statutory share exchange by the Corporation or a sale, lease, transfer or conveyance of all or substantially all of the Corporation’s property Company s assets, or business (iii) a statutory share exchange shall not be deemed to constitute be a liquidation, dissolution or winding up up, voluntary or involuntary, of the affairs of the Corporation. In determining whether a distribution (other than upon voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation) by dividend, redemption or other acquisition of shares of stock of the Corporation or otherwise is permitted under the Maryland General Corporation Law, no effect shall be given to amounts that would be needed, if the Corporation were to be dissolved at the time of the distribution, to satisfy the preferential rights upon dissolution of holders of the Series B Preferred Stock. Notwithstanding the above, for purposes of determining the amount each holder of shares of Series B Preferred Stock is entitled to receive with respect to a voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation, each such holder of shares of Series B Preferred Stock shall be deemed to have converted (regardless of whether such holder actually converted) such holder’s shares of Series B Preferred Stock into Common Shares immediately prior to such liquidation event if, as a result of an actual conversion, such holder would receive, in the aggregate, an amount greater than the amount that would be distributed to such holder if such holder did not convert such shares of Series B Preferred Stock into Common SharesCompany.

Liquidation Preference. Upon any In the event of our voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporationup, the holders of shares of Series B G Preferred Stock are will be entitled to be paid out of the assets of the Corporation we have legally available for distribution to its our stockholders, after payment subject to the preferential rights of the holders of any classes or provision for the Corporation’s debts and other liabilitiesseries of Senior Stock, a liquidation preference of $10.00 25.00 per share (subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization with respect to the Series B Preferred Stock)share, plus an amount equal to any accrued accumulated and unpaid dividends thereon (whether or not earned, authorized or declared) thereon to and including the date of paymentto, but excluding, the payment date, without interest, before any distribution of assets is made to holders of Junior Stock. If the assets of the Corporation legally available for distribution to stockholders are insufficient to pay in full the liquidation preference on the Series B Preferred Stock ; and the liquidation preference on the shares of any class or series of Parity Preferred Stock, all assets distributed to the holders of the Series B G Preferred Stock and will not be entitled to any class or series of Parity Preferred Stock shall be distributed pro rata so that further payment. In the amount of assets distributed per share of Series B Preferred Stock and such class or series of Parity Preferred Stock shall in all cases bear to each other the same ratio that the liquidation preference per share on the Series B Preferred Stock and such class or series of Parity Preferred Stock bear to each other. Written notice of any distribution in connection with event that, upon any such voluntary or involuntary liquidation, dissolution or winding up up, our available assets are insufficient to pay the amount of the affairs liquidating distributions on all outstanding shares of the Corporation, stating the payment date or dates when, our Series G Preferred Stock and the place or places wherecorresponding amounts payable on all shares of our other Parity Stock, then the amounts distributable holders of our Series G Preferred Stock and all other Parity Stock will share ratably in any such circumstances shall distribution of assets in proportion to the full liquidating distributions to which they would otherwise be payable, shall respectively entitled. Notice of any such liquidation will be given by first class mail, postage pre-paid, not less no fewer than 30 nor days and no more than 60 days prior to the payment date stated thereindate, to each record holder of the record of Series B G Preferred Stock at the respective addresses address of such holders holder as the same shall appear it appears on the our stock transfer records of the Corporationrecords. Subject to the last sentence of this Section 4, after After payment of the full amount of the liquidation liquidating distributions to which they are entitled, the holders of Series B G Preferred Stock will have no right or claim to any of the our remaining assets of the Corporationassets. The consolidation consolidation, conversion or merger of the Corporation us with or into another entityany other corporation, a merger trust or entity or of another any other entity with or into us, the Corporation, a statutory share exchange by the Corporation or a sale, lease, transfer or conveyance of all or substantially all of the Corporation’s our property or business shall or a statutory share exchange, will not be deemed to constitute a liquidation, dissolution or winding up of us (although such events may give rise to the affairs of the Corporationspecial optional redemption and contingent conversion rights described below). In determining whether a distribution (other than upon voluntary or involuntary liquidation), dissolution or winding up of the affairs of the Corporation) by dividend, redemption or other acquisition of shares of stock of the Corporation or otherwise otherwise, is permitted under the Maryland General Corporation Lawlaw with respect to any share of any class or series of our stock, no effect shall be given to amounts that would be needed, if the Corporation we were to be dissolved at the time of the distribution, to satisfy the preferential rights upon dissolution of holders of the Series B Preferred Stock. Notwithstanding the above, for purposes of determining the amount each holder of shares of Series B G Preferred Stock is entitled will not be added to receive with respect to a voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation, each such holder of shares of Series B Preferred Stock shall be deemed to have converted (regardless of whether such holder actually converted) such holder’s shares of Series B Preferred Stock into Common Shares immediately prior to such liquidation event if, as a result of an actual conversion, such holder would receive, in the aggregate, an amount greater than the amount that would be distributed to such holder if such holder did not convert such shares of Series B Preferred Stock into Common Sharesour total liabilities.