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

Distributions Upon Liquidation, Dissolution or Winding Up. In the event of any voluntary or involuntary liquidation, dissolution, or other winding up of the affairs of the Corporation, subject to the prior preferences and other rights of any Senior Stock, but before any distributions or payments are made to the holders of Junior Stock, the holders of the Series A Preferred Stock will be entitled to be paid the Liquidation Value of all outstanding shares of Series A Preferred Stock, as of the date of such liquidation or dissolution or such other winding up (the "Liquidation Date"), and no more, in cash or in property at its fair value as determined by the Board, or both, at the election of the Board. If such payment is made in full to the holders of the Series A Preferred Stock, and if payment is made in full to the holders of any Senior Stock and Parity Stock of all amounts to which such holders will be entitled, the remaining assets and funds of the Corporation will be distributed among the holders of Junior Stock, according to their respective shares and priorities. If, upon any such liquidation, dissolution, or other winding up of the affairs of the Corporation, the assets of the Corporation distributable among the holders of all outstanding shares of the Series A Preferred Stock and any Parity Stock are insufficient to permit the payment in full to such holders of the preferential amounts to which they are entitled, then the entire assets of the Corporation remaining after the distributions to holders of any Senior Stock of the full amounts to which they may be entitled will be distributed among the holders of the Series A Preferred Stock and any Parity Stock ratably in proportion to the full amounts to which they would otherwise be respectively entitled. Neither the consolidation or merger of the Corporation into or with another entity or entities nor the sale of all or substantially all of the assets of the Corporation to any person or persons will be deemed a liquidation, dissolution, or winding up of the affairs of the Corporation within the meaning of this Section 3, unless such consolidation, merger, or sale of assets is in connection with the complete liquidation, dissolution, or winding up of the affairs of the Corporation.

Distributions Upon Liquidation, Dissolution or Winding Up. In the event of any voluntary or involuntary liquidation, dissolution, or other winding up of the affairs of the Corporation, subject to the prior preferences and other rights of any shares of Senior Stock, but before any distributions distribution or payments are payment shall be made to the holders of Junior Stock, the holders of the shares of Series A Preferred Stock will shall be entitled to be paid the Liquidation Stated Value of all outstanding shares of Series A Preferred Stock, Stock as of the date of such liquidation or dissolution or such other winding up (the "Liquidation Date")up, plus any accrued and no moreunpaid dividends thereon to such date, in cash or in property taken at its fair value as determined by the BoardBoard of Directors, or both, at the election of the BoardBoard of Directors. If such payment is shall have been made in full to the holders of the Series A Preferred Stock, and if payment is shall have been made in full to the holders of any Senior Stock and Parity Stock of all amounts to which such holders will be entitledshall have a preference, then the remaining assets and funds of the Corporation will shall be distributed pro rata, on a share-for-share basis, among the holders of shares of Series A Stock, Parity Stock and Junior Stock, according to their respective shares and priorities. If, upon any such liquidation, dissolution, dissolution or other winding up of the affairs of the Corporation, the net assets of the Corporation distributable among the holders of all outstanding shares of the Series A Preferred Stock and of any shares of Parity Stock are shall be insufficient to permit the payment in full to such holders of the preferential amounts to which they are entitled, then the entire net assets of the Corporation remaining after the distributions to holders of any shares of Senior Stock of the full amounts to which they may be entitled will shall be distributed among the holders of the shares of Series A Preferred Stock and of any Parity Stock ratably in proportion to the full amounts to which they would otherwise be respectively entitled. Neither the consolidation or nor merger of the Corporation into or with another entity corporation or entities corporations, nor the sale of all or substantially all of the assets of the Corporation to any person or persons will another corporation shall be deemed a liquidation, dissolution, dissolution or winding up of the affairs of the Corporation within the meaning of this Section paragraph 3, unless such consolidation, merger, or sale of assets is in connection with the complete liquidation, dissolution, or winding up of the affairs of the Corporation.

Distributions Upon Liquidation, Dissolution or Winding Up. In the event of (a) Upon any voluntary or involuntary liquidation, dissolution, dissolution or other winding up of the affairs of the CorporationPartnership, subject to the prior preferences and other rights of any Senior StockUnits, but before any distributions distribution or payments are payment shall be made to the holders of any Junior StockUnits, the holders of the Series A C Preferred Stock will Units shall be entitled to be paid the Liquidation Value of all outstanding shares of Series A Preferred Stock, as out of the date assets of such liquidation or dissolution or such other winding up (the "Liquidation Date"), and no more, Partnership legally available for distribution to the holders of its Units liquidating distributions in cash or in property at its fair market value as determined by the Board, or both, at General Partner in the election amount of the BoardLiquidation Preference plus an amount equal to all accrued and unpaid distributions to, but excluding, the date of such liquidation, dissolution or winding up. If such After payment is made in of the full amount of the liquidating distributions to which they are entitled, the holders of the Series A C Preferred Stock, and if payment is made in full Units will have no right or claim to the holders any of any Senior Stock and Parity Stock of all amounts to which such holders will be entitled, the remaining assets and funds of the Corporation will Partnership and shall not be distributed among entitled to any other distribution in the holders event of Junior Stock, according to their respective shares and priorities. If, upon any such liquidation, dissolution, dissolution or other winding up of the affairs of the CorporationPartnership. (b) In the event that, upon any such voluntary or involuntary liquidation, dissolution or winding up, the legally available assets of the Corporation distributable among the holders of all outstanding shares of the Series A Preferred Stock and any Parity Stock Partnership are insufficient to permit pay the payment in full to such holders amount of the preferential Liquidation Preference plus an amount equal to all accrued and unpaid distributions on the Series C Preferred Units and the corresponding amounts to which they are entitledpayable on Parity Units upon any such liquidation, dissolution or winding up, then the entire assets of the Corporation remaining after the distributions to holders of any Senior Stock of the full amounts to which they may be entitled will be distributed among the holders of the Series A C Preferred Stock Units and the holders of such Parity Units shall share ratably in any Parity Stock ratably such distribution of assets in proportion to the full amounts liquidating distributions to which they otherwise would otherwise be respectively entitled. Neither the consolidation or merger of the Corporation Partnership into or with another entity or entities nor the sale sale, lease, transfer or conveyance of all or substantially all of the assets property or business of the Corporation Partnership to another trust or any person other entity, individually or persons will as part of a series of transactions, shall be deemed a liquidation, dissolution, dissolution or winding up of the affairs of the Corporation Partnership within the meaning of this Section 3, unless such consolidation, merger, or sale of assets is in connection with the complete liquidation, dissolution, or winding up of the affairs of the CorporationParagraph 4.

Distributions Upon Liquidation, Dissolution or Winding Up. In the event of 1. Upon any voluntary or involuntary liquidation, dissolution, dissolution or other winding up of the affairs of the Corporation, subject to the prior preferences and other rights of any Senior Stockclass or series of stock ranking senior to the Class E Preferred Stock as to the distribution of assets upon liquidation, dissolution or winding up of the affairs of the Corporation, but before any distributions distribution or payments are payment shall be made to the holders of Junior Stock, any class or series of stock ranking junior to the holders of the Series A Class E Preferred Stock will be entitled as to be paid the Liquidation Value distribution of all outstanding shares of Series A Preferred Stockassets upon any liquidation, as of the date of such liquidation or dissolution or such other winding up (the "Liquidation Date"), and no more, in cash or in property at its fair value as determined by the Board, or both, at the election of the Board. If such payment is made in full to the holders of the Series A Preferred Stock, and if payment is made in full to the holders of any Senior Stock and Parity Stock of all amounts to which such holders will be entitled, the remaining assets and funds of the Corporation will be distributed among the holders of Junior Stock, according to their respective shares and priorities. If, upon any such liquidation, dissolution, or other winding up of the affairs of the Corporation, the holders of Class E Preferred Stock shall be entitled to receive out of the assets of the Corporation distributable among legally available for distribution to its stockholders liquidating distributions in cash or property at its fair market value as determined by the holders Board of all outstanding shares Directors of the Series A Preferred Stock and any Parity Stock are insufficient to permit Corporation in the payment in full to such holders amount of the preferential amounts Liquidation Preference per share plus an amount equal to all dividends accrued and unpaid thereon to the date of such liquidation, dissolution or winding up. After payment of the full amount of the liquidating distributions to which they are entitled, then the entire holders of Class E Preferred Stock will have no right or claim to any of the remaining assets of the Corporation remaining after and shall not be entitled to any other distribution in the distributions to holders event of any Senior Stock liquidation, dissolution or winding up of the full affairs of the Corporation. 2. In the event that, upon any such voluntary or involuntary liquidation, dissolution or winding up, the legally available assets of the Corporation are insufficient to pay the amount of the Liquidation Preference per share plus an amount equal to all dividends accrued and unpaid on the Class E Preferred Stock and the corresponding amounts payable on each class or series of stock ranking on a parity with the Class E Preferred Stock as to which they may be entitled will be distributed among the distribution of assets upon liquidation, dissolution or winding up of the affairs of the Corporation, then the holders of the Series A Class E Preferred Stock and all such stock shall share ratably in any Parity Stock ratably such distribution of assets in proportion to the full amounts liquidating distributions to which they otherwise would otherwise be respectively entitled. Neither the consolidation or merger of the Corporation into or with another entity corporation or entities corporations nor the sale sale, lease, transfer or conveyance of all or substantially all of the assets of the Corporation to another corporation or any person or persons will other entity shall be deemed a liquidation, dissolution, dissolution or winding up of the affairs of the Corporation within the meaning of this Section 3, unless such consolidation, merger, or sale of assets is in connection with the complete liquidation, dissolution, or winding up of the affairs of the Corporationparagraph (C).

Distributions Upon Liquidation, Dissolution or Winding Up. (a) In the event of any voluntary or involuntary liquidation, dissolution, dissolution or other winding up of the affairs of the CorporationCorporation (together with all other transactions deemed under this Section 3 to be a Liquidation Event, subject to the prior preferences and other rights of any Senior Stock, but before any distributions or payments are made to the holders of Junior Stockcollectively “Liquidation Events”), the holders of the Series New Class A Preferred Stock will and New Class B Preferred Stock, which shall be on a parity as to any such entitlements, shall be entitled: (i) first, to be paid the applicable Subscription Price of all outstanding shares of Preferred Stock (as appropriately adjusted for any stock dividend, stock subdivision or split-up, combination or similar event affecting the Preferred Stock or the Common Stock), with the New Class A Preferred Stock being entitled to be paid the applicable New A Series Subscription Price and with the New Class B Preferred Stock being entitled to be paid the applicable New B Series Subscription Price; plus (ii) second, any accrued and unpaid dividends thereon to such date; plus (iii) third, to be paid an amount equal to the product of: (x) the balance of the proceeds of the Liquidation Value of all outstanding shares of Series A Event; and (y) the fully-diluted ownership percentage (excluding out-of-the-money options and warrants) represented by the Preferred Stock, as of treating the date of such liquidation or dissolution or such other winding up (the "Liquidation Date"), and no more, in cash or in property at its fair value as determined by the Board, or both, at the election of the BoardPreferred Stock on an “as-converted” basis. If such and after payment is shall have been made in full to the holders of the Series A Preferred Stock, and if payment is made in full to the holders of any Senior Stock and Parity Stock of all amounts to which such holders will shall be entitled, the remaining assets and funds of the Corporation will shall be distributed among the holders of Junior Stock, according to their respective shares and priorities. If, upon any such liquidation, dissolution, dissolution or other winding up of the affairs of the Corporation, the net assets of the Corporation distributable among the holders of all outstanding shares of the Series A Preferred Stock and any Parity Stock are shall be insufficient to permit the payment in full to such holders holder of the preferential amounts to which they are entitled, then the entire net assets of the Corporation remaining after the distributions to holders of any Senior Stock of the full amounts to which they may be entitled will shall be distributed among the holders of the Series A Preferred Stock and any Parity Stock ratably in proportion to the full amounts to which they would otherwise be respectively entitled. Neither . (b) Each of the consolidation following events shall be deemed to be a “Liquidation Event” for purposes of this Section 3: (i) the acquisition of the Corporation, or merger of a controlling equity interest in the Corporation, by another party or entity or group of affiliated parties by means of any transaction or series of related transactions (including, without limitation, any stock acquisition or transfer, any issuance of stock by the Corporation, a reorganization, merger, consolidation, mandatory share exchange or conversion transaction), other than a transaction or series of related transactions in which the holders of the voting securities of the Corporation outstanding immediately prior to such transaction or the first of the series of related transactions continue to retain (either by such voting securities remaining outstanding or by such voting securities being converted into voting securities of the surviving or with another resulting entity) at least fifty percent (50%) of the total voting power represented by the voting securities of the Corporation or such surviving or resulting entity outstanding immediately after such transaction or entities nor the sale last of the series of related transactions; or (ii) a sale, lease or other conveyance of all or substantially all of the assets of the Corporation to any person in one (1) transaction or persons will be deemed in a liquidation, dissolution, or winding up series of the affairs of the Corporation within the meaning of this Section 3, unless such consolidation, merger, or sale of assets is in connection with the complete liquidation, dissolution, or winding up of the affairs of the Corporationrelated transactions.

Distributions Upon Liquidation, Dissolution or Winding Up. In the event of (a) Upon any voluntary or involuntary liquidation, dissolution, or other winding up of the affairs of the Corporation, subject to the prior preferences and other rights of any Senior Stock, but before any distributions or payments are made to the holders of Junior Stock, the holders of the Series A Preferred Stock will be entitled to be paid the Liquidation Value of all outstanding shares of Series A Preferred Stock, as of the date of such liquidation or dissolution or such other winding up (the "Liquidation Date"), and no more, in cash or in property at its fair value as determined by the Board, or both, at the election of the Board. If such payment is made in full to the holders of the Series A Preferred Stock, and if payment is made in full to the holders of any Senior Stock and Parity Stock of all amounts to which such holders will be entitled, the remaining assets and funds of the Corporation will be distributed among the holders of Junior Stock, according to their respective shares and priorities. If, upon any such liquidation, dissolution, or other winding up of the affairs of the Corporation, the assets of the Corporation distributable among the holders of all outstanding shares of the Series A Preferred Stock and any Parity Stock are insufficient to permit the payment in full to such holders of the preferential amounts to which they are entitled, then the entire assets of the Corporation remaining after the distributions to holders of any Senior Stock of the full amounts to which they may be entitled will be distributed among the holders of the Series A Preferred Stock and any Parity Stock ratably in proportion to the full amounts to which they would otherwise be respectively entitled. Neither the consolidation or merger of the Corporation into or with another entity or entities nor the sale of all or substantially all of the assets of the Corporation to any person or persons will be deemed a liquidation, dissolution, or winding up of the affairs of the Corporation within Company, before any distribution shall be made to the meaning holders of any Junior Shares, and subject to the payment or provision or reserve for payment of the debts and liabilities (whether absolute, accrued, asserted or unasserted, contingent or otherwise) and the preferences of Senior Shares, if any, of the Company, the holders of Series B-2 Preferred Shares shall be entitled to receive, out of the assets of the Company legally available for payment of distributions, liquidating distributions in cash (or property at its fair market value as determined in good faith by the Board of Trustees (or a combination thereof)) in the amount of the Liquidation Preference for each Series B-2 Preferred Share plus an amount equal to all accrued and unpaid distributions pursuant to Section 16.2 (whether or not authorized or declared, and whether or not there would be assets legally available for the payment of such distributions) to the date of such liquidation, dissolution or winding up. After payment of the full amount of the liquidating distributions to which they are entitled pursuant to this Section 316.3(a), unless the holders of Series B-2 Preferred Shares will have no right or claim to any of the remaining assets of the Company and shall not be entitled to any other distribution. (b) Notwithstanding any provision in Section 16.3(a) to the contrary, in the event that, upon any such consolidation, merger, voluntary or sale of assets is in connection with the complete involuntary liquidation, dissolution, dissolution or winding up of the affairs of the CorporationCompany, the assets legally available for payment of distributions are insufficient to pay (x) the full amount of the liquidating distributions to which holders of Series B-2 Preferred Shares would otherwise be entitled pursuant to Section 16.3(a) and (y) the corresponding amounts of the liquidating distributions to which holders of Parity Shares would be entitled upon liquidation, dissolution or winding up of the affairs of the Company, then the holders of the Series B-2 Preferred Shares and the holders of the Parity Shares shall share ratably in any such distribution of assets in proportion to the full liquidating distributions to which they otherwise would be respectively entitled. Upon issuance, the Series B-2 Preferred Shares will rank on a parity with the Series A-1 Preferred Shares and the Series B-1 Preferred Shares as to the distribution of assets upon any liquidation, dissolution or winding up of the affairs of the Company.

Distributions Upon Liquidation, Dissolution or Winding Up. In the event of (a) Upon any voluntary or involuntary liquidation, dissolution, dissolution or other winding up of the affairs of the CorporationCompany, subject to the prior preferences and other rights of any Senior StockShares as to liquidation preferences, but before any distributions distribution or payments are payment shall be made to the holders of any Junior StockShares as to the distribution of assets upon any liquidation, the holders of the Series A Preferred Stock will be entitled to be paid the Liquidation Value of all outstanding shares of Series A Preferred Stock, as of the date of such liquidation or dissolution or such other winding up (the "Liquidation Date"), and no more, in cash or in property at its fair value as determined by the Board, or both, at the election of the Board. If such payment is made in full to the holders of the Series A Preferred Stock, and if payment is made in full to the holders of any Senior Stock and Parity Stock of all amounts to which such holders will be entitled, the remaining assets and funds of the Corporation will be distributed among the holders of Junior Stock, according to their respective shares and priorities. If, upon any such liquidation, dissolution, or other winding up of the affairs of the CorporationCompany, the holders of Series D Preferred Shares shall be entitled to receive out of the assets of the Corporation distributable among Company legally available for distribution to its shareholders liquidating distributions in cash or property at its fair market value as determined by the holders Board of all outstanding shares Trustees in the amount of the Series A Preferred Stock Liquidation Preference per share plus an amount equal to all distributions accrued and any Parity Stock are insufficient unpaid thereon (whether or not declared) to permit the date of such liquidation, dissolution or winding up. After payment in full to such holders of the preferential amounts full amount of the liquidating distributions to which they are entitled, then the entire holders of Series D Preferred Shares will have no right or claim to any of the remaining assets of the Corporation remaining after Company and shall not be entitled to any other distribution in the distributions to holders event of any Senior Stock liquidation, dissolution or winding up of the full affairs of the Company. (b) In the event that, upon any such voluntary or involuntary liquidation, dissolution or winding up, the legally available assets of the Company are insufficient to pay the amount of the Liquidation Preference per share plus an amount equal to all distributions accrued and unpaid on the Series D Preferred Shares and the corresponding amounts payable on all shares of Parity Shares as to which they may be entitled will be distributed among the distribution of assets upon liquidation, dissolution or winding up, then the holders of the Series A D Preferred Stock Shares and all such Parity Shares shall share ratably in any Parity Stock ratably such distribution of assets in proportion to the full amounts liquidating distributions to which they otherwise would otherwise be respectively entitled. The Series D Preferred Shares rank pari passu to the Series A-1 Preferred Shares, the Series B-1 Preferred Shares and the Series B-2 Preferred Shares as to the distribution of assets upon any liquidation, dissolution or winding up of the affairs of the Company. Neither the consolidation or merger of the Corporation Company into or with another entity or entities nor the sale dissolution, liquidation, winding up or reorganization of the Company immediately followed by incorporation of another corporation to which such assets are distributed, nor the sale, lease, transfer or conveyance of all or substantially all of the assets of the Corporation Company to any person or persons will another entity shall be deemed a liquidation, dissolution, dissolution or winding up of the affairs of the Corporation Company within the meaning of this Section 317.3; provided that, unless such consolidationin each case, merger, or sale of assets effective provision is made in connection with the complete liquidation, dissolution, or winding up charter of the affairs resulting or surviving entity or otherwise for the recognition, preservation and protection of the Corporationrights of the holders of the Series D Preferred Shares.

Distributions Upon Liquidation, Dissolution or Winding Up. In the event of 1. Upon any voluntary or involuntary liquidation, dissolution, dissolution or other winding up of the affairs of the CorporationTrust, subject to the prior preferences and other rights of any Senior StockShares as to liquidation preferences, but before any distributions distribution or payments are payment shall be made to the holders of any Junior StockShares as to the distribution of assets upon any liquidation, the holders of the Series A Preferred Stock will be entitled to be paid the Liquidation Value of all outstanding shares of Series A Preferred Stock, as of the date of such liquidation or dissolution or such other winding up (the "Liquidation Date"), and no more, in cash or in property at its fair value as determined by the Board, or both, at the election of the Board. If such payment is made in full to the holders of the Series A Preferred Stock, and if payment is made in full to the holders of any Senior Stock and Parity Stock of all amounts to which such holders will be entitled, the remaining assets and funds of the Corporation will be distributed among the holders of Junior Stock, according to their respective shares and priorities. If, upon any such liquidation, dissolution, or other winding up of the affairs of the CorporationTrust, the holders of Series E Preferred Shares shall be entitled to receive out of the assets of the Corporation distributable among Trust legally available for distribution to its shareholders liquidating distributions in cash or property at its fair market value as determined by the holders Board of all outstanding shares Trustees in the amount of the Series A Preferred Stock Liquidation Preference per share plus an amount equal to all distributions accrued and any Parity Stock are insufficient unpaid thereon to permit the date of such liquidation, dissolution or winding up. After payment in full to such holders of the preferential amounts full amount of the liquidating distributions to which they are entitled, then the entire holders of Series E Preferred Shares will have no right or claim to any of the remaining assets of the Corporation remaining after Trust and shall not be entitled to any other distribution in the distributions to holders event of any Senior Stock liquidation, dissolution or winding up of the full affairs of the Trust. 2. In the event that, upon any such voluntary or involuntary liquidation, dissolution or winding up, the legally available assets of the Trust are insufficient to pay the amount of the Liquidation Preference per share plus an amount equal to all distributions accrued and unpaid on the Series E Preferred Shares and the corresponding amounts payable on all shares of Parity Shares as to which they may be entitled will be distributed among the distribution of assets upon liquidation, dissolution or winding up, then the holders of the Series A E Preferred Stock Shares and all such Parity Shares shall share ratably in any Parity Stock ratably such distribution of assets in proportion to the full amounts liquidating distributions to which they otherwise would otherwise be respectively entitled. Upon issuance, the Series E Preferred Shares will rank on parity with the Series A Convertible Preferred Shares, Series A Preferred Shares, Series B Preferred Shares and Series C Preferred Shares as to the distribution of assets upon any liquidation, dissolution or winding up of the affairs of the Trust. Neither the consolidation or merger of the Corporation Trust into or with another entity or entities nor the sale dissolution, liquidation, winding up or reorganization of the Trust immediately followed by incorporation of another corporation to which such assets are distributed, nor the sale, lease, transfer or conveyance of all or substantially all of the assets of the Corporation Trust to any person or persons will another entity shall be deemed a liquidation, dissolution, dissolution or winding up of the affairs of the Corporation Trust within the meaning of this Section 3paragraph (C); provided, unless such consolidationhowever, mergerthat, or sale of assets in each case, effective provision is made in connection with the complete liquidation, dissolution, or winding up charter of the affairs resulting or surviving corporation or otherwise for the recognition, preservation and protection of the Corporationrights of the holders of the Series E Preferred Shares. 3. In determining whether a distribution by dividend, redemption or other acquisition of Shares or otherwise is permitted under Maryland law, no effect shall be given to amounts that would be needed, if the Trust were to be dissolved at the time of the distribution, to satisfy the preferential rights upon dissolution of shareholders whose preferential rights on dissolution are superior to those receiving the distribution.

Distributions Upon Liquidation, Dissolution or Winding Up. In the event of (a) Upon any voluntary or involuntary liquidation, dissolution, or other winding up of the affairs of the Corporation, subject to the prior preferences and other rights of any Senior Stock, but before any distributions or payments are made to the holders of Junior Stock, the holders of the Series A Preferred Stock will be entitled to be paid the Liquidation Value of all outstanding shares of Series A Preferred Stock, as of the date of such liquidation or dissolution or such other winding up (the "Liquidation Date"), and no more, in cash or in property at its fair value as determined by the Board, or both, at the election of the Board. If such payment is made in full to the holders of the Series A Preferred Stock, and if payment is made in full to the holders of any Senior Stock and Parity Stock of all amounts to which such holders will be entitled, the remaining assets and funds of the Corporation will be distributed among the holders of Junior Stock, according to their respective shares and priorities. If, upon any such liquidation, dissolution, or other winding up of the affairs of the Corporation, the assets of the Corporation distributable among the holders of all outstanding shares of the Series A Preferred Stock and any Parity Stock are insufficient to permit the payment in full to such holders of the preferential amounts to which they are entitled, then the entire assets of the Corporation remaining after the distributions to holders of any Senior Stock of the full amounts to which they may be entitled will be distributed among the holders of the Series A Preferred Stock and any Parity Stock ratably in proportion to the full amounts to which they would otherwise be respectively entitled. Neither the consolidation or merger of the Corporation into or with another entity or entities nor the sale of all or substantially all of the assets of the Corporation to any person or persons will be deemed a liquidation, dissolution, or winding up of the affairs of the Corporation within Company, before any distribution shall be made to the meaning holders of any Junior Shares, and subject to the payment or provision or reserve for payment of the debts and liabilities (whether absolute, accrued, asserted or unasserted, contingent or otherwise) and the preferences of Senior Shares, if any, of the Company, the holders of Series B-1 Preferred Shares shall be entitled to receive, out of the assets of the Company legally available for payment of distributions, liquidating distributions in cash (or property at its fair market value as determined in good faith by the Board of Trustees (or a combination thereof)) in the amount of the Liquidation Preference for each Series B-1 Preferred Share plus an amount equal to all accrued and unpaid distributions pursuant to Section 15.2 (whether or not authorized or declared, and whether or not there would be assets legally available for the payment of such distributions) to the date of such liquidation, dissolution or winding up. After payment of the full amount of the liquidating distributions to which they are entitled pursuant to this Section 315.3(a), unless the holders of Series B-1 Preferred Shares will have no right or claim to any of the remaining assets of the Company and shall not be entitled to any other distribution. (b) Notwithstanding any provision in Section 15.3(a) to the contrary, in the event that, upon any such consolidation, merger, voluntary or sale of assets is in connection with the complete involuntary liquidation, dissolution, dissolution or winding up of the affairs of the CorporationCompany, the assets legally available for payment of distributions are insufficient to pay (x) the full amount of the liquidating distributions to which holders of Series B-1 Preferred Shares would otherwise be entitled pursuant to Section 15.3(a) and (y) the corresponding amounts of the liquidating distributions to which holders of Parity Shares would be entitled upon liquidation, dissolution or winding up of the affairs of the Company, then the holders of the Series B-1 Preferred Shares and the holders of the Parity Shares shall share ratably in any such distribution of assets in proportion to the full liquidating distributions to which they otherwise would be respectively entitled. Upon issuance, the Series B-1 Preferred Shares will rank on a parity with the Series A-1 Preferred Shares and the Series B-2 Preferred Shares as to the distribution of assets upon any liquidation, dissolution or winding up of the affairs of the Company.

Distributions Upon Liquidation, Dissolution or Winding Up. In the event of any voluntary or involuntary liquidation, dissolution, or other winding up of the affairs of the Corporation, subject to the prior preferences and other rights of any Senior StockLiquidation, but before any distributions distribution or payments are payment shall be made to the holders of Junior Stock, the holders of the Series A Preferred Stock will shall be entitled to be paid paid, in cash, out of the assets of the Corporation available for distribution to its stockholders, an amount equal to the aggregate Liquidation Value Preference of all outstanding shares of Series A Preferred Stock, Stock plus accrued but unpaid dividends with respect to such shares of Series A Preferred Stock to be redeemed as of the date of such liquidation or dissolution or such other winding up (the "Liquidation Date"), and no more, in cash or in property at its fair value as determined by the Board, or both, at the election of the Board. If such payment is made in full to the holders of the Series A Preferred Stock, and if payment is made in full to the holders of any Senior Stock and Parity Stock of all amounts to which such holders will be entitled, the remaining assets and funds of the Corporation will be distributed among the holders of Junior Stock, according to their respective shares and prioritiesLiquidation. If, upon any such liquidation, dissolution, or other winding up of the affairs of the CorporationLiquidation, the assets of the Corporation distributable among to the holders of all outstanding shares of the Series A Preferred Stock and any Parity Stock are shall be insufficient to permit the payment in full to such holders of the preferential amounts to which they are entitled, then the entire assets of the Corporation remaining after the distributions to holders of any Senior Stock of the full amounts to which they may be entitled will shall be distributed among to the holders of the Series A Preferred Stock and any Parity Stock ratably in proportion to the full amounts to which they would otherwise be respectively entitled. Neither Notwithstanding any provision to the consolidation or merger contrary, a Redemption Triggering Event, shall not be deemed to be a Liquidation of the Corporation into for purposes of this paragraph 3(c), it being understood that any redemption payments or with another entity distributions on or entities nor the sale of all or substantially all in respect of the assets of the Corporation to any person Corporation’s Capital Stock or persons will be deemed a liquidation, dissolution, or winding up of the affairs of the Corporation within the meaning of this Section 3, unless such consolidation, merger, or sale of assets is other Equity Interests that are made in connection with a Redemption Triggering Event pursuant to paragraph 3(d) of this ARTICLE FOURTH shall be distributed in accordance with the complete liquidationsame priority as applied in a Liquidation. Written notice of any Liquidation, dissolutionstating a payment date and the place where the distributive amounts shall be payable, or winding up shall be given in accordance with paragraph 3(f)(2) of this ARTICLE FOURTH, not less than thirty (30) days prior to the payment date stated therein, to the holders of record of the affairs Series A Preferred Stock at their respective addresses as the same shall appear on the books of the Corporation.

Distributions Upon Liquidation, Dissolution or Winding Up. (a) In the event of any voluntary or involuntary liquidationLiquidation Event, dissolution, or (i) Permanent Preferred Stock shall rank prior to all other winding up of the affairs classes and series of the Corporation, subject to 's capital stock authorized or outstanding on the prior preferences Initial Bridge Preferred Issue Date and other rights of any Senior Stock, but (ii) before any distributions payment or payments are distribution of the assets of the Corporation (whether capital or surplus), or any other consideration in connection with such Liquidation Event, shall be made to or set apart for the holders of Junior Stock, the holders of the Series A Permanent Preferred Stock will shall be entitled to be paid out of the assets of the Corporation in cash or property at its fair market value as reasonably determined in good faith by the Board of Directors of the Corporation an amount per share equal to the Liquidation Value Preference plus an amount equal to all dividends accrued and unpaid thereon from the beginning of all outstanding shares of Series A Preferred Stock, as of the Dividend Period during which the Liquidation Event occurs to the date of such liquidation or dissolution or such other winding up Liquidation Event. (the "Liquidation Date"), and no more, in cash or in property at its fair value as determined by the Board, or both, at the election of the Board. If such payment is made in full to the holders of the Series A Preferred Stock, and if payment is made in full to the holders of any Senior Stock and Parity Stock of all amounts to which such holders will be entitled, the remaining assets and funds of the Corporation will be distributed among the holders of Junior Stock, according to their respective shares and priorities. b) If, upon any such liquidation, dissolution, or other winding up of the affairs of the CorporationLiquidation Event, the assets of the Corporation distributable among the holders of all outstanding shares of the Series A Preferred Stock and any Parity Stock are shall be insufficient to permit the payment in full to such holders of the preferential amounts Liquidation Preference per share, plus an amount equal to all dividends accrued and unpaid thereon from the beginning of the Dividend Period during which they are entitledthe Liquidation Event occurs to the date of such Liquidation Event, as provided in paragraph 4(a) above, and the full liquidating payments on all Parity Stock, then the entire assets of the Corporation remaining after or the distributions to proceeds thereof shall be ratably distributed among the holders of Permanent Preferred Stock and of any Senior Parity Stock of in proportion to the full amounts to which they may would otherwise be entitled will if all amounts payable thereon were paid in full. (c) After the payment of the full Liquidation Preference of the Permanent Preferred Stock as set forth in paragraph 4(a) above, the holders of the Common Stock shall be entitled to be paid out of the assets of the Corporation an amount per share of Common Stock equal to (i) the Liquidation Preference paid on behalf of a share of Permanent Preferred Stock pursuant to paragraph 4(a) divided by (ii) the number of shares of Common Stock issuable upon conversion of a share of Permanent Preferred Stock. If, upon any such Liquidation Event, the assets of the Corporation shall be insufficient to make payment in full to all holders of Common Stock of the amount set forth in this paragraph 4(c), then such assets shall be distributed among the holders of Common Stock at the Series A Preferred Stock and any Parity Stock time outstanding, ratably in proportion to the full amounts to which they would otherwise be respectively entitled. Neither . (d) In the consolidation or merger event of any Liquidation Event, upon completion of the distributions and payments required by paragraphs 4(a) and (c) and any other distributions and payments that may be required with respect to any other series of preferred stock that may be authorized after the Initial Bridge Preferred Issue Date, the remaining assets of the Corporation into shall be distributed among the holders of the then outstanding shares of Common Stock and Permanent Preferred Stock, pro rata based on the number of shares of Common Stock held by each such holder. For the purpose of determining the number of shares of Common Stock held by each holder of Permanent Preferred Stock, such holders shall be deemed to hold the number of shares of Common Stock then issuable (assuming the occurrence of the Required Stockholder Approval) upon conversion in full of all shares of Permanent Preferred Stock held by such holder). (e) Written notice of any Liquidation Event, stating the payment date or with another entity dates when and the place where the amounts distributable in such circumstances shall be payable, shall be given by first class mail, postage prepaid, not less than 30 days prior to any payment date stated therein, to the holders of record of the shares of Permanent Preferred Stock at their address as the same shall appear in the records of the Corporation. (f) Notwithstanding anything to the contrary in this Certificate of Designations, each holder of Permanent Preferred Stock will be entitled, in its sole discretion, to elect to treat as a Liquidation Event any of the following transactions: any sale or entities nor disposition of the Corporation to a third party not an Affiliate of the Corporation, whether by merger, consolidation, sale of all or substantially all of the Corporation's assets or sale of capital stock, provided that the stockholders of the Corporation immediately prior to any person such sale or persons will be deemed a liquidation, dissolution, disposition (other than the non-Affiliate third party) do not after such sale or winding up disposition hold at least 50% of the affairs Common Stock of the Corporation within (or the meaning of this Section 3successor or transferee entity, unless as the case may be) (any such consolidationtransaction, merger, an "Optional Liquidation Event"). Notice shall be sent by or sale of assets is in connection with the complete liquidation, dissolution, or winding up on behalf of the affairs Corporation not more than sixty (60) days nor less than thirty (30) days prior to any Optional Liquidation Event, by first class mail, postage prepaid, to all holders of record of the Permanent Preferred Stock at their respective last addresses as they shall appear on the books of the Corporation (i) describing in reasonable detail the contemplated Optional Liquidation Event, including without limitation the consideration to be paid such Optional Liquidation Event to the Corporation and/or its stockholders, (ii) stating that such holder is entitled to treat the Optional Liquidation Event as a Liquidation Event, (iii) stating the expected date of the Optional Liquidation Event, (iv) stating the amount that would be payable on each share of Permanent Preferred Stock in a Liquidation Event on such date, and (v) stating the location in the United States where the holder must send notice of its decision to elect to treat the Optional Liquidation Event as a Liquidation Event. In order for the Optional Liquidation Event to be treated as a Liquidation Event with respect to the Permanent Preferred Stock held by any holder, such holder must, prior to such Optional Liquidation Event, notify the Corporation at the location indicated in the Corporation's notice that such holder elects to have the Corporation treat the Optional Liquidation Event as a Liquidation Event with respect to its shares of Permanent Preferred Stock and the number of shares such holder wishes to have so treated. If any holder delivers to the Corporation such notice of such holder's election to have the Optional Liquidation Event treated as a Liquidation Event, such Optional Liquidation Event will be treated as a Liquidation Event with respect to all shares of Permanent Preferred Stock with respect to which such election was made, and, notwithstanding anything to the contrary in this Certificate of Designations, the Corporation will make distributions on such shares of Permanent Preferred Stock in accordance with paragraphs 4(a) and, if applicable, 4(b) above.

Distributions Upon Liquidation, Dissolution or Winding Up. In the event of any voluntary or involuntary liquidation, dissolution, dissolution or other winding up of the affairs of the Corporation, subject to the prior preferences and other rights of any Senior Stock, but before any distributions distribution or payments are payment shall be made to the holders of Junior Stock, the holders of the Series A E Preferred Stock will shall be entitled to be paid the Liquidation Value Subscription Price of all outstanding shares of Series A E Preferred Stock, Stock as of the date of such liquidation or dissolution or such other winding up (the "Liquidation Date")up, plus any accrued and unpaid dividends thereon to such date, and no more, in cash or in property taken at its fair value as determined by the Board, or both, at the election Board of the BoardDirectors. If such payment is shall have been made in full to the holders of the Series A E Preferred Stock, and if payment is shall have been made in full to the holders of any Senior Stock and Parity Stock of all amounts to which such holders will shall be entitled, the remaining assets and funds of the Corporation will shall be distributed among the holders of Junior Stock, according to their respective shares and priorities. If, upon any such liquidation, dissolution, dissolution or other winding up of the affairs of the Corporation, the net assets of the Corporation distributable among the holders of all outstanding shares of the Series A E Preferred Stock and of any Parity Stock are shall be insufficient to permit the payment in full to such holders of the preferential amounts to which they are entitled, then the entire net assets of the Corporation remaining after the distributions to holders of any Senior Stock of the full amounts to which they may be entitled will shall be distributed among the holders of the Series A E Preferred Stock and of any Parity Stock ratably in proportion to the full amounts to which they would otherwise be respectively entitled. Neither the consolidation or merger of the Corporation into or with another entity corporation or entities corporations, nor the sale of all or substantially all of the assets of the Corporation to any person another corporation or persons will corporations shall be deemed a liquidation, dissolution, dissolution or winding up of the affairs of the Corporation corporation within the meaning of this Section 3, unless such consolidation, merger, or sale of assets is in connection with the complete liquidation, dissolution, or winding up of the affairs of the Corporationparagraph 5.

Distributions Upon Liquidation, Dissolution or Winding Up. In the event of 1. Upon any voluntary or involuntary liquidation, dissolution, dissolution or other winding up of the affairs of the Corporation, subject to the prior preferences and other rights of any Senior StockStock as to liquidation preferences, but before any distributions distribution or payments are payment shall be made to the holders of any Junior StockStock as to the distribution of assets upon any liquidation, the holders of the Series A Preferred Stock will be entitled to be paid the Liquidation Value of all outstanding shares of Series A Preferred Stock, as of the date of such liquidation or dissolution or such other winding up (the "Liquidation Date"), and no more, in cash or in property at its fair value as determined by the Board, or both, at the election of the Board. If such payment is made in full to the holders of the Series A Preferred Stock, and if payment is made in full to the holders of any Senior Stock and Parity Stock of all amounts to which such holders will be entitled, the remaining assets and funds of the Corporation will be distributed among the holders of Junior Stock, according to their respective shares and priorities. If, upon any such liquidation, dissolution, or other winding up of the affairs of the Corporation, the holders of Series H Preferred Stock shall be entitled to receive out of the assets of the Corporation distributable among legally available for distribution to its shareholders liquidating distributions in cash or property at its fair market value as determined by the holders Board of all outstanding shares Directors in the amount of the Series A Preferred Stock Liquidation Preference per share plus an amount equal to all distributions accrued and any Parity Stock are insufficient unpaid thereon (whether or not declared) to permit the date of such liquidation, dissolution or winding up. After payment in full to such holders of the preferential amounts full amount of the liquidating distributions to which they are entitled, then the entire shares of Series H Preferred Stock shall be cancelled and the holders of Series H Preferred Stock will have no right or claim to any of the remaining assets of the Corporation remaining after and shall not be entitled to any other distribution in the distributions to holders event of any Senior Stock liquidation, dissolution or winding up of the full affairs of the Corporation. 2. In the event that, upon any such voluntary or involuntary liquidation, dissolution or winding up, the legally available assets of the Corporation are insufficient to pay the amount of the Liquidation Preference per share plus an amount equal to all distributions accrued and unpaid on the Series H Preferred Stock and the corresponding amounts payable on all shares of Parity Stock as to which they may be entitled will be distributed among the distribution of assets upon liquidation, dissolution or winding up, then the holders of the Series A H Preferred Stock and any all such Parity Stock shall share ratably in any such distribution of assets in proportion to the full amounts liquidating distributions to which they otherwise would otherwise be respectively entitled. The Series H Preferred Stock rank on a parity with the Series I Preferred Stock and the Series G Preferred Stock as to the distribution of assets upon any liquidation, dissolution or winding up of the affairs of the Corporation. Neither the consolidation or merger of the Corporation into or with another entity or entities nor the sale dissolution, liquidation, winding up or reorganization of the Corporation immediately followed by incorporation of another corporation to which such assets are distributed, nor the sale, lease, transfer or conveyance of all or substantially all of the assets of the Corporation to any person or persons will another entity shall be deemed a liquidation, dissolution, dissolution or winding up of the affairs of the Corporation within the meaning of this Section 3paragraph (C); provided that, unless such consolidationin each case, merger, effective provision is made in the articles of incorporation or sale of assets is in connection with the complete liquidation, dissolution, or winding up similar organizational document of the affairs resulting or surviving entity or otherwise for the recognition, preservation and protection of the Corporationrights of the holders of the Series H Preferred Stock. 3. In determining whether a distribution by dividend, redemption or other acquisition of Stock or otherwise is permitted under Indiana 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 shareholders whose preferential rights on dissolution are superior to those receiving the distribution.

Distributions Upon Liquidation, Dissolution or Winding Up. In the event of 1. Upon any voluntary or involuntary liquidation, dissolution, dissolution or other winding up of the affairs of the Corporation, subject to the prior preferences and other rights of any Senior Stockclass or series of stock ranking senior to the Class A Preferred Stock as to the distribution of assets upon liquidation, dissolution or winding up of the affairs of the Corporation, but before any distributions distribution or payments are payment shall be made to the holders of Junior Stock, any class or series of stock ranking junior to the holders of the Series Class A Preferred Stock will be entitled as to be paid the Liquidation Value distribution of all outstanding shares of Series A Preferred Stockassets upon any liquidation, as of the date of such liquidation or dissolution or such other winding up (the "Liquidation Date"), and no more, in cash or in property at its fair value as determined by the Board, or both, at the election of the Board. If such payment is made in full to the holders of the Series A Preferred Stock, and if payment is made in full to the holders of any Senior Stock and Parity Stock of all amounts to which such holders will be entitled, the remaining assets and funds of the Corporation will be distributed among the holders of Junior Stock, according to their respective shares and priorities. If, upon any such liquidation, dissolution, or other winding up of the affairs of the Corporation, the holders of Class A Preferred Stock shall be entitled to receive out of the assets of the Corporation distributable among legally available for distribution to its stockholders liquidating distributions in cash or property at its fair market value as determined by the holders Board of all outstanding shares Directors of the Series A Preferred Stock and any Parity Stock are insufficient to permit Corporation in the payment in full to such holders amount of the preferential amounts Liquidation Preference per share plus an amount equal to all dividends accrued and unpaid thereon to the date of such liquidation, dissolution or winding up. After payment of the full amount of the liquidating distributions to which they are entitled, then the entire holders of Class A Preferred Stock will have no right or claim to any of the remaining assets of the Corporation remaining after and shall not be entitled to any other distribution in the distributions to holders event of any Senior Stock liquidation, dissolution or winding up of the full affairs of the Corporation. 2. In the event that, upon any such voluntary or involuntary liquidation, dissolution or winding up, the legally available assets of the Corporation are insufficient to pay the amount of the Liquidation Preference per share plus an amount equal to all dividends accrued and unpaid on the Class A Preferred Stock and the corresponding amounts payable on each class or series of stock ranking on a parity with the Class A Preferred Stock as to which they may be entitled will be distributed among the distribution of assets upon liquidation, dissolution or winding up of the affairs of the Corporation, then the holders of the Series Class A Preferred Stock and all such stock shall share ratably in any Parity Stock ratably such distribution of assets in proportion to the full amounts liquidating distributions to which they otherwise would otherwise be respectively entitled. Neither the consolidation or merger of the Corporation into or with another entity corporation or entities corporations nor the sale sale, lease, transfer or conveyance of all or substantially all of the assets of the Corporation to another corporation or any person or persons will other entity shall be deemed a liquidation, dissolution, dissolution or winding up of the affairs of the Corporation within the meaning of this Section 3, unless such consolidation, merger, or sale of assets is in connection with the complete liquidation, dissolution, or winding up of the affairs of the Corporationparagraph (C).

Distributions Upon Liquidation, Dissolution or Winding Up. In the event of 1. Upon any voluntary or involuntary liquidation, dissolution, or other winding up of the affairs of the Corporation, subject to the prior preferences and other rights of any Senior Stock, but before any distributions or payments are made to the holders of Junior Stock, the holders of the Series A Preferred Stock will be entitled to be paid the Liquidation Value of all outstanding shares of Series A Preferred Stock, as of the date of such liquidation or dissolution or such other winding up (the "Liquidation Date"), and no more, in cash or in property at its fair value as determined by the Board, or both, at the election of the Board. If such payment is made in full to the holders of the Series A Preferred Stock, and if payment is made in full to the holders of any Senior Stock and Parity Stock of all amounts to which such holders will be entitled, the remaining assets and funds of the Corporation will be distributed among the holders of Junior Stock, according to their respective shares and priorities. If, upon any such liquidation, dissolution, or other winding up of the affairs of the Corporation, the assets of the Corporation distributable among the holders of all outstanding shares of the Series A Preferred Stock and any Parity Stock are insufficient to permit the payment in full to such holders of the preferential amounts to which they are entitled, then the entire assets of the Corporation remaining after the distributions to holders of any Senior Stock of the full amounts to which they may be entitled will be distributed among the holders of the Series A Preferred Stock and any Parity Stock ratably in proportion to the full amounts to which they would otherwise be respectively entitled. Neither the consolidation or merger of the Corporation into or with another entity or entities nor the sale of all or substantially all of the assets of the Corporation to any person or persons will be deemed a liquidation, dissolution, or winding up of the affairs of the Corporation within Company, before any distribution shall be made to the meaning holders of this Section 3any Junior Shares, unless and subject to the payment or provision or reserve for payment of the debts and liabilities (whether absolute, accrued, asserted or unasserted, contingent or otherwise) and the preferences of Senior Shares, if any, of the Company, the holders of Series B Preferred Shares shall be entitled to receive, out of the assets of the Company legally available for payment of distributions, liquidating distributions in cash (or property at its fair market value as determined in good faith by the Board of Trustees (or a combination thereof)) in the amount of the Liquidation Preference for each Series B Preferred Share plus an amount equal to all accrued and unpaid distributions pursuant to Paragraph (B) (whether or not authorized or declared, and whether or not there would be assets legally available for the payment of such consolidation, merger, or sale distributions) to the date of assets is in connection with the complete such liquidation, dissolutiondissolution or winding up. After payment of the full amount of the liquidating distributions to which they are entitled pursuant to this Subparagraph (C)(1), the holders of Series B Preferred Shares will have no right or claim to any of the remaining assets of the Company and shall not be entitled to any other distribution. 2. Notwithstanding any provision in Subparagraph (C)(1) to the contrary, in the event that, upon any such voluntary or involuntary liquidation, dissolution or winding up of the affairs of the CorporationCompany, the assets legally available for payment of distributions are insufficient to pay (x) the full amount of the liquidating distributions to which holders of Series B Preferred Shares would otherwise be entitled pursuant to Subparagraph (C)(1) and (y) the corresponding amounts of the liquidating distributions to which holders of Parity Shares would be entitled upon liquidation, dissolution or winding up of the affairs of the Company, then the holders of the Series B Preferred Shares and the holders of the Parity Shares shall share ratably in any such distribution of assets in proportion to the full liquidating distributions to which they otherwise would be respectively entitled. Upon issuance, the Series B Preferred Shares will rank on a parity with the Series A Preferred Shares as to the distribution of assets upon any liquidation, dissolution or winding up of the affairs of the Company.

Distributions Upon Liquidation, Dissolution or Winding Up. In the event of 1. Upon any voluntary or involuntary liquidation, dissolution, dissolution or other winding up of the affairs of the Corporation, subject to the prior preferences and other rights of any Senior StockStock as to liquidation preferences, but before any distributions distribution or payments are payment shall be made to the holders of any Junior StockStock as to the distribution of assets upon any liquidation, the holders of the Series A Preferred Stock will be entitled to be paid the Liquidation Value of all outstanding shares of Series A Preferred Stock, as of the date of such liquidation or dissolution or such other winding up (the "Liquidation Date"), and no more, in cash or in property at its fair value as determined by the Board, or both, at the election of the Board. If such payment is made in full to the holders of the Series A Preferred Stock, and if payment is made in full to the holders of any Senior Stock and Parity Stock of all amounts to which such holders will be entitled, the remaining assets and funds of the Corporation will be distributed among the holders of Junior Stock, according to their respective shares and priorities. If, upon any such liquidation, dissolution, or other winding up of the affairs of the Corporation, the holders of Series G Preferred Stock shall be entitled to receive out of the assets of the Corporation distributable among legally available for distribution to its shareholders liquidating distributions in cash or property at its fair market value as determined by the holders Board of all outstanding shares Directors in the amount of the Series A Preferred Stock Liquidation Preference per share plus an amount equal to all distributions accrued and any Parity Stock are insufficient unpaid thereon (whether or not declared) to permit the date of such liquidation, dissolution or winding up. After payment in full to such holders of the preferential amounts full amount of the liquidating distributions to which they are entitled, then the entire shares of Series G Preferred Stock shall be cancelled and the holders of Series G Preferred Stock will have no right or claim to any of the remaining assets of the Corporation remaining after and shall not be entitled to any other distribution in the distributions to holders event of any Senior Stock liquidation, dissolution or winding up of the full affairs of the Corporation. 2. In the event that, upon any such voluntary or involuntary liquidation, dissolution or winding up, the legally available assets of the Corporation are insufficient to pay the amount of the Liquidation Preference per share plus an amount equal to all distributions accrued and unpaid on the Series G Preferred Stock and the corresponding amounts payable on all shares of Parity Stock as to which they may be entitled will be distributed among the distribution of assets upon liquidation, dissolution or winding up, then the holders of the Series A G Preferred Stock and any all such Parity Stock shall share ratably in any such distribution of assets in proportion to the full amounts liquidating distributions to which they otherwise would otherwise be respectively entitled. The Series G Preferred Stock rank on a parity with the Series H Preferred Stock and Series I Preferred Stock as to the distribution of assets upon any liquidation, dissolution or winding up of the affairs of the Corporation. Neither the consolidation or merger of the Corporation into or with another entity or entities nor the sale dissolution, liquidation, winding up or reorganization of the Corporation immediately followed by incorporation of another corporation to which such assets are distributed, nor the sale, lease, transfer or conveyance of all or substantially all of the assets of the Corporation to any person or persons will another entity shall be deemed a liquidation, dissolution, dissolution or winding up of the affairs of the Corporation within the meaning of this Section 3paragraph (C); provided that, unless such consolidationin each case, merger, effective provision is made in the articles of incorporation or sale of assets is in connection with the complete liquidation, dissolution, or winding up similar organizational document of the affairs resulting or surviving entity or otherwise for the recognition, preservation and protection of the Corporationrights of the holders of the Series G Preferred Stock. 3. In determining whether a distribution by dividend, redemption or other acquisition of Stock or otherwise is permitted under Indiana 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 shareholders whose preferential rights on dissolution are superior to those receiving the distribution.

Distributions Upon Liquidation, Dissolution or Winding Up. (a) In the event of any voluntary or involuntary liquidation, dissolution, dissolution or other winding up of the affairs of the Corporationthis corporation, subject to the prior preferences and other rights of any Senior StockStock as to liquidation preferences, but before any distributions payment or payments are distribution shall be made to the holders of Junior Stock, the holders of the Series A B-2 Preferred Stock will shall be entitled to be paid out of the assets of this corporation in cash or property at its fair market value as determined by the Board of Directors of this corporation the Series B-2 Liquidation Value of Preference per share plus an amount equal to all outstanding shares of Series A Preferred Stock, as of dividends accrued and unpaid thereon to the date of such liquidation or dissolution or such other winding up. Except as provided in this paragraph, 58 116 holders of Series B-2 Preferred Stock shall not be entitled to any distribution in the event of liquidation, dissolution or winding up (the "Liquidation Date"), and no more, in cash or in property at its fair value as determined by the Board, or both, at the election of the Board. If such payment is made in full to the holders affairs of the Series A Preferred Stock, and if payment is made in full to the holders of any Senior Stock and Parity Stock of all amounts to which such holders will be entitled, the remaining assets and funds of the Corporation will be distributed among the holders of Junior Stock, according to their respective shares and priorities. this corporation. (b) If, upon any such liquidation, dissolution, dissolution or other winding up of the affairs of the Corporation, this corporation the assets of the Corporation distributable among the holders of all outstanding shares of the Series A Preferred Stock and any Parity Stock are this corporation shall be insufficient to permit the payment in full to such holders of the preferential amounts Series B-2 Liquidation Preference per share plus an amount equal to which they are entitledall dividends accrued and unpaid on the Series B-2 Preferred Stock and the full liquidating payments on all Parity Stock, then the entire assets of the Corporation this corporation remaining after the distributions to holders of any Senior Stock of the full amounts to which they may be entitled will shall be ratably distributed among the holders of the Series A B-2 Preferred Stock and of any Parity Stock ratably in proportion to the full amounts to which they would otherwise be respectively entitledentitled if all amounts thereon were paid in full. Neither the consolidation or merger of the Corporation this corporation into or with another entity corporation or entities corporations, nor the sale sale, lease, transfer or conveyance of all or substantially all of the assets of the Corporation this corporation to another corporation or any person or persons will other entity shall be deemed a liquidation, dissolution, dissolution or winding up of the affairs of the Corporation this corporation within the meaning of this Section 3, unless such consolidation, merger, or sale of assets is in connection with the complete liquidation, dissolution, or winding up of the affairs of the Corporation4.6.3.

Distributions Upon Liquidation, Dissolution or Winding Up. In the event of any voluntary or involuntary liquidation, dissolution, dissolution or other winding up of the affairs of the Corporationcorporation, subject to the prior preferences and other rights of any Senior Stock, but before any distributions distribution or payments are payment shall be made to the holders of Junior Stock, the holders of the Series A Preferred Stock will shall be entitled to be paid the Liquidation Value Purchase Price of all outstanding shares of Series A Preferred Stock, Stock as of the date of such liquidation or dissolution or such other winding up (the "Liquidation Date")up, plus any declared but unpaid dividends, if any, to such date, and no more, in cash or in property taken at its fair value as determined by the BoardBoard of Directors, or both, at the election of the BoardBoard of Directors. If such payment is shall have been made in full to the holders of the Series A Preferred Stock, and if payment is shall have been made in full to the holders of any Senior Stock and Parity Stock of all amounts to which such holders will shall be entitled, the remaining assets and funds of the Corporation will corporation shall be distributed among the holders of Junior Stock, according to their respective shares and priorities. If, upon any such liquidation, dissolution, dissolution or other winding up of the affairs of the Corporationcorporation, the net assets of the Corporation corporation distributable among the holders of all outstanding shares of the Series A Preferred Stock and of any Parity Stock are shall be insufficient to permit the payment in full to such holders of the preferential amounts to which they are entitled, then the entire net assets of the Corporation corporation remaining after the distributions to holders of any Senior Stock of the full amounts to which they may be entitled will shall be distributed among the holders of the Series A Preferred Stock and of any Parity Stock ratably in proportion to the full amounts to which they would otherwise be respectively entitled. Neither the The consolidation or merger of the Corporation corporation into or with another corporation, corporations, entity or other entities nor (other than a corporation or other entity in which the stockholders of the corporation own (or will own) fifty percent (50%) or more of the voting power on completion of the transaction), and the sale of all or substantially all of the assets of the Corporation corporation (other than to any person a corporation or persons other entity in which the stockholders of the corporation own (or will own) fifty percent (50%) or more of the voting power on completion of the transaction) shall be deemed a liquidation, dissolution, dissolution or winding up of the affairs of the Corporation corporation within the meaning of this Section paragraph 3, unless such consolidation, merger, or sale of assets is in connection with the complete liquidation, dissolution, or winding up of the affairs of the Corporation.

Distributions Upon Liquidation, Dissolution or Winding Up. In the event of 1. Upon any voluntary or involuntary liquidation, dissolution, dissolution or other winding up of the affairs of the Corporation, subject to the prior preferences and other rights of any Senior Stockclass or series of stock ranking senior to the Class A Preferred Stock as to the distribution of assets upon liquidation, dissolution or winding up of the affairs of the Corporation, but before any distributions distribution or payments are payment shall be made to the holders of Junior Stock, any class or series of stock ranking junior to the holders of the Series Class A Preferred Stock will be entitled as to be paid the Liquidation Value distribution of all outstanding shares of Series A Preferred Stockassets upon any liquidation, as of the date of such liquidation or dissolution or such other winding up (the "Liquidation Date"), and no more, in cash or in property at its fair value as determined by the Board, or both, at the election of the Board. If such payment is made in full to the holders of the Series A Preferred Stock, and if payment is made in full to the holders of any Senior Stock and Parity Stock of all amounts to which such holders will be entitled, the remaining assets and funds of the Corporation will be distributed among the holders of Junior Stock, according to their respective shares and priorities. If, upon any such liquidation, dissolution, or other winding up of the affairs of the Corporation, the holders of Class A Preferred Stock shall be entitled to receive out of the assets of the Corporation distributable among legally available for distribution to its stockholders liquidating distributions in cash or property at its fair market value as determined by the holders Board of all outstanding shares Directors of the Series A Preferred Stock and any Parity Stock are insufficient to permit Corporation in the payment in full to such holders amount of the preferential amounts Liquidation Preference per share plus an amount equal to all dividends accrued and unpaid thereon to the date of such liquidation, dissolution or winding up. After payment of the full amount of the liquidating distributions to which they are entitled, then the entire holders of Class A Preferred Stock will have no right or claim to any of the remaining assets of the Corporation remaining after and shall not be entitled to any other distribution in the distributions to holders event of any Senior Stock liquidation, dissolution or winding up of the full affairs of the Corporation. 2. In the event that, upon any such voluntary or involuntary liquidation, dissolution or winding up, the legally available assets of the Corporation are insufficient to pay the amount of the Liquidation Preference per share plus an amount equal to all dividends accrued and unpaid on the Class A Preferred Stock and the corresponding amounts payable on each class or series of stock ranking on a parity with the Class A Preferred Stock as to which they may be entitled will be distributed among the distribution of assets upon liquidation, dissolution or winding up of the affairs of the Corporation, then the holders of the Series Class A Preferred Stock and all such stock shall share ratably in any Parity Stock ratably such distribution of assets in proportion to the full amounts liquidating distributions to which they otherwise would otherwise be respectively entitled. Neither the consolidation or merger of the Corporation into or with another entity corporation or entities corporations nor the sale sale, lease, transfer or conveyance of all or substantially all of the assets of the Corporation to any person or persons will be deemed a liquidation, dissolution, or winding up of the affairs of the Corporation within the meaning of this Section 3, unless such consolidation, merger, or sale of assets is in connection with the complete liquidation, dissolution, or winding up of the affairs of the Corporation.the

Distributions Upon Liquidation, Dissolution or Winding Up. (a) In the event of any voluntary or involuntary liquidation, dissolution, dissolution or other winding up of the affairs of the Corporation, subject to the prior preferences and other rights of any Senior Stock, but Corporation before any distributions payment or payments are distribution shall be made to the holders of Junior Stock, the holders of the Series A Class AAA Preferred Stock will shall be entitled to be paid out of the assets of the Corporation in cash or property at its fair market value as determined by the Board of Directors the Liquidation Value of Preference per share plus an amount equal to all outstanding shares of Series A Preferred Stock, as of dividends accrued and unpaid thereon to the date of such liquidation or liquidation, dissolution or such other winding up plus the Further Amount (as defined in Section 14(a)(iii) hereof). Except as provided in this paragraph, holders of Class AAA Preferred Stock shall not be entitled to any distribution in the "Liquidation Date")event of liquidation, and no more, in cash dissolution or in property at its fair value as determined by the Board, or both, at the election winding up of the Board. If such payment is made in full to the holders affairs of the Series A Preferred Stock, and if payment is made in full to the holders of any Senior Stock and Parity Stock of all amounts to which such holders will be entitled, the remaining assets and funds of the Corporation will be distributed among the holders of Junior Stock, according to their respective shares and priorities. Corporation. (b) If, upon any such liquidation, dissolution, dissolution or other winding up of the affairs of the Corporation, Corporation the assets of the Corporation distributable among the holders of all outstanding shares of the Series A Preferred Stock and any Parity Stock are shall be insufficient to permit the payment in full to such holders of the preferential amounts Liquidation Preference per share plus an amount equal to which they are entitledall dividends accrued and unpaid on the Class AAA Preferred Stock plus the Further Amount and the full liquidating payments on all Parity Stock, then the entire assets of the Corporation remaining after the distributions to holders of any Senior Stock of the full amounts to which they may shall be entitled will be ratably distributed among the holders of the Series A Class AAA Preferred Stock and of any Parity Stock ratably in proportion to the full amounts to which they would otherwise be respectively entitledentitled if all amounts thereon were paid in full. Neither the consolidation or merger of the Corporation into or with another entity or entities entities, nor the sale sale, lease, transfer or conveyance of all or substantially all of the assets of the Corporation to another corporation or any person or persons will other entity shall be deemed a liquidation, dissolution, dissolution or winding up of the affairs of the Corporation within the meaning of this Section paragraph 3, unless such consolidation, merger, or sale of assets is in connection with the complete liquidation, dissolution, or winding up of the affairs of the Corporation.

Distributions Upon Liquidation, Dissolution or Winding Up. In the event of 1. Upon any voluntary or involuntary liquidation, dissolution, dissolution or other winding up of the affairs of the Corporation, subject to the prior preferences and other rights of any Senior StockStock as to liquidation preferences, but before any distributions distribution or payments are payment shall be made to the holders of any Junior StockStock as to the distribution of assets upon any liquidation, the holders of the Series A Preferred Stock will be entitled to be paid the Liquidation Value of all outstanding shares of Series A Preferred Stock, as of the date of such liquidation or dissolution or such other winding up (the "Liquidation Date"), and no more, in cash or in property at its fair value as determined by the Board, or both, at the election of the Board. If such payment is made in full to the holders of the Series A Preferred Stock, and if payment is made in full to the holders of any Senior Stock and Parity Stock of all amounts to which such holders will be entitled, the remaining assets and funds of the Corporation will be distributed among the holders of Junior Stock, according to their respective shares and priorities. If, upon any such liquidation, dissolution, or other winding up of the affairs of the Corporation, the holders of Series I Preferred Stock shall be entitled to receive out of the assets of the Corporation distributable among legally available for distribution to its shareholders liquidating distributions in cash or property at its fair market value as determined by the holders Board of all outstanding shares Directors in the amount of the Series A Preferred Stock Liquidation Preference per share plus an amount equal to all distributions accrued and any Parity Stock are insufficient unpaid thereon (whether or not declared) to permit the date of such liquidation, dissolution or winding up. After payment in full to such holders of the preferential amounts full amount of the liquidating distributions to which they are entitled, then the entire shares of Series I Preferred Stock shall be cancelled and the holders of Series I Preferred Stock will have no right or claim to any of the remaining assets of the Corporation remaining after and shall not be entitled to any other distribution in the distributions to holders event of any Senior Stock liquidation, dissolution or winding up of the full affairs of the Corporation. 2. In the event that, upon any such voluntary or involuntary liquidation, dissolution or winding up, the legally available assets of the Corporation are insufficient to pay the amount of the Liquidation Preference per share plus an amount equal to all distributions accrued and unpaid on the Series I Preferred Stock and the corresponding amounts payable on all shares of Parity Stock as to which they may be entitled will be distributed among the distribution of assets upon liquidation, dissolution or winding up, then the holders of the Series A I Preferred Stock and any all such Parity Stock shall share ratably in any such distribution of assets in proportion to the full amounts liquidating distributions to which they otherwise would otherwise be respectively entitled. The Series I Preferred Stock rank on a parity with the Series G Preferred Stock and the Series H Preferred Stock as to the distribution of assets upon any liquidation, dissolution or winding up of the affairs of the Corporation. Neither the consolidation or merger of the Corporation into or with another entity or entities nor the sale dissolution, liquidation, winding up or reorganization of the Corporation immediately followed by incorporation of another corporation to which such assets are distributed, nor the sale, lease, transfer or conveyance of all or substantially all of the assets of the Corporation to any person or persons will another entity shall be deemed a liquidation, dissolution, dissolution or winding up of the affairs of the Corporation within the meaning of this Section 3paragraph (C); provided that, unless such consolidationin each case, merger, effective provision is made in the articles of incorporation or sale of assets is in connection with the complete liquidation, dissolution, or winding up similar organizational document of the affairs resulting or surviving entity or otherwise for the recognition, preservation and protection of the Corporationrights of the holders of the Series I Preferred Stock. 3. In determining whether a distribution by dividend, redemption or other acquisition of Stock or otherwise is permitted under Indiana 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 shareholders whose preferential rights on dissolution are superior to those receiving the distribution.

Distributions Upon Liquidation, Dissolution or Winding Up. In the event of any voluntary or involuntary liquidation, dissolution, dissolution or other winding up of the affairs of the CorporationCompany, subject to the prior preferences and other rights of any Senior Stock, but before any distributions distribution or payments are payment shall be made to the holders of Junior Stock, the holders of the Series A Preferred Stock will shall be entitled to be paid the Liquidation Value Preference of all outstanding shares of the Series A Preferred Stock, Stock as of the date of such liquidation or dissolution or such other winding up up, plus any accrued but unpaid dividends (the "Liquidation Date"including any accrued but unpaid dividends thereon), if any, to such date, and no more, in cash or in property at its fair value as determined by the Board, or both, at the election of the Board. If such payment is shall have been made in full to the holders of the Series A Preferred Stock, and if payment is shall have been made in full to the holders of any Senior Stock and Parity Stock of all amounts to which such holders will shall be entitled, the remaining assets and funds of the Corporation will Company shall be distributed among the holders of Junior Stock, according to their respective shares and priorities. If, upon any such liquidation, dissolution, dissolution or other winding up of the affairs of the CorporationCompany, the net assets of the Corporation Company distributable among the holders of all outstanding shares of the Series A Preferred Stock and of any Parity Stock are shall be insufficient to permit the payment in full to such holders of the preferential amounts to which they are entitled, then the entire net assets of the Corporation Company remaining after the distributions to holders of any Senior Stock of the full amounts to which they may be entitled will shall be distributed among the holders of the Series A Preferred Stock and of any Parity Stock ratably in proportion to the full amounts to which they would otherwise be respectively entitled. Neither the consolidation or merger of the Corporation Company into or with another entity corporation or entities corporations nor the sale of all or substantially all of the assets of the Corporation Company to any person another corporation or persons will corporations shall be deemed a liquidation, dissolution, dissolution or winding up of the affairs of the Corporation Company within the meaning of this Section paragraph 3, unless such consolidation, merger, or sale of assets is in connection with the complete liquidation, dissolution, or winding up of the affairs of the Corporation.

Distributions Upon Liquidation, Dissolution or Winding Up. In the event of any voluntary or involuntary liquidation, dissolution, dissolution or other winding up of the affairs of the Corporation, subject to the prior preferences and other rights of any Senior Stock, but before any distributions distribution or payments are payment shall be made to the holders of Junior Stock, the holders of the Series A C Preferred Stock will shall be entitled to be paid the Liquidation Value Preference of all outstanding shares of the Series A C Preferred Stock, Stock as of the date of such liquidation or dissolution or such other winding up (the "Liquidation Date")up, plus any accrued but unpaid dividends, if any, to such date, and no more, . The Corporation shall make such payment in cash or in property at its fair value as determined by the Board, or both, at the election of the Boardcash. If such payment is shall have been made in full to the holders of the Series A C Preferred Stock, and if payment is shall have been made in full to the holders of any Senior Stock and Parity Stock of all amounts to which such holders will shall be entitled, the remaining assets and funds of the Corporation will shall be distributed among the holders of Junior Stock, according to their respective shares and priorities. If, upon any such liquidation, dissolution, dissolution or other winding up of the affairs of the Corporation, the net assets of the Corporation distributable among the holders of all outstanding shares of the Series A C Preferred Stock and of any Parity Stock are shall be insufficient to permit the payment in full to such holders of the preferential amounts to which they are entitled, then the entire net assets of the Corporation remaining after the distributions to holders of any Senior Stock of the full amounts to which they may be entitled will shall be distributed among the holders of the Series A C Preferred Stock and of any Parity Stock ratably in proportion to the full amounts to which they would otherwise be respectively entitled. Neither the consolidation or merger of the Corporation into or with another entity corporation or entities corporations, nor the sale of all or substantially all of the assets of the Corporation to any person another corporation or persons will corporations shall be deemed a liquidation, dissolution, dissolution or winding up of the affairs of the Corporation within the meaning of this Section 3, unless such consolidation, merger, or sale of assets is in connection with the complete liquidation, dissolution, or winding up of the affairs of the Corporation.

Distributions Upon Liquidation, Dissolution or Winding Up. (a) In the event of any voluntary or involuntary liquidation, dissolution, dissolution or other winding up of the affairs of the Corporation, subject to the prior preferences and other rights of any Senior Stock, but before any distributions or payments are made to the holders of Junior Stock, the holders of the Series A Preferred Stock will shall be entitled to be paid the Liquidation Value of all outstanding shares of Series A Preferred Stock, as of the date of such liquidation or dissolution or such other winding up (the "Liquidation Date"), and no more, any dividends accrued pursuant to Section 2(a) but remaining unpaid. Such dividends shall be paid in cash or in property at its fair value as determined by the Board, or both, at the election of the Boardcash. If such payment is made in full to the holders of the Series A Preferred Stock, and if payment is made in full to the holders of any Senior Stock and Parity Stock of all amounts to which such holders will be entitled, the remaining assets and funds cash of the Corporation will be distributed among the holders of Junior Stock, according to their respective shares and priorities. If, upon any legally available for such liquidation, dissolution, or other winding up of the affairs of the Corporation, the assets of the Corporation distributable among the holders of all outstanding shares of the Series A Preferred Stock and any Parity Stock are insufficient to permit the payment in full to such holders of the preferential amounts to which they are entitled, then the entire assets of the Corporation remaining after the distributions to holders of any Senior Stock of the full amounts to which they may be entitled will be distributed distribution among the holders of the Series A Preferred Stock and any Parity Stock shall be insufficient to permit the payment to such holders of the full aforesaid preferential amount, then the entire amount legally available for distribution shall be distributed ratably among the holders of the Series A Preferred Stock and any Parity Stock in proportion to the full amounts preferential amount that each such holder is otherwise entitled to which they would otherwise be respectively entitled. Neither receive under Section 2(a). (b) Subject to the consolidation or merger preferences and other rights of any Senior Stock, upon completion of the distribution required by subsection (a) of this Section 3, all of the remaining assets of the Corporation available for distribution to stockholders shall be distributed among the holders of Series A Preferred Stock, Parity Stock, and Common Stock in proportion to the number of shares of Common Stock that would be held by each such holder if all shares of Series A Preferred Stock and Parity Stock were converted into or with Common Stock at the applicable Conversion Price of Series A Preferred Stock and Parity Stock in effect as of the record date for the determination of holders of Common Stock entitled to receive such distribution; provided that the Board of Directors shall set the same record date for the determination of holders of Series A Preferred Stock, Parity Stock, and Common Stock entitled to receive such distribution. (c) The (i) acquisition of the Corporation by another entity by means of any transaction or entities nor series of transactions (including, without limitation, any reorganization, merger or consolidation) in which the shareholders of the Corporation do not own a majority of the outstanding shares of the surviving or acquiring corporation upon completion of such transaction or series of transactions or (ii) a sale of all or substantially all of the assets of the Corporation to any person or persons will shall be deemed a liquidation, dissolutionliquidation under this Section. (d) The Corporation shall give each holder of record of Series A Preferred Stock written notice of an impending transaction deemed to be a liquidation under this Section not later than twenty (20) days prior to the shareholders’ meeting called to approve such transaction, or winding up twenty (20) days prior to the closing of such transaction, whichever is earlier, and shall also notify such holders in writing of the affairs final approval of such transaction. The first of such notices shall describe the material terms and conditions of the impending transaction, and the Corporation within shall thereafter give such holders prompt notice of any material changes. The transaction shall in no event take place sooner than twenty (20) days after the meaning Corporation has given the first notice provided for herein or sooner than ten (10) days after the Corporation has given notice of this any material changes provided for herein; provided, however, that such periods may be shortened upon the written consent of the holders of Series A Preferred Stock that represent at least a majority of the then outstanding shares of Series A Preferred Stock. (e) If the Corporation shall propose to take any action of the types described in Section 3, unless such consolidation, merger, or sale 3(a) that will involve the distribution of assets is other than cash, the notice described in connection with the complete liquidation, dissolution, or winding up subparagraph (d) above shall set forth a determination of the affairs value (which may be an estimated value) of the assets to be distributed to the holders of shares of the Series A Preferred Stock, as determined in good faith by the Board of Directors of the Corporation.

Distributions Upon Liquidation, Dissolution or Winding Up. (a) In the event of any voluntary or involuntary liquidationLiquidation Event, dissolution, or (i) the Bridge Preferred Stock shall rank prior to all other winding up of the affairs classes and series of the Corporation, subject to 's capital stock authorized or outstanding on the prior preferences Initial Issue Date and other rights of any Senior Stock, but (ii) before any distributions payment or payments are distribution of the assets of the Corporation (whether capital or surplus), or any other consideration in connection with such Liquidation Event, shall be made to or set apart for the holders of Junior Stock, the holders of the Series A Bridge Preferred Stock will shall be entitled to be paid the Liquidation Value of all outstanding shares of Series A Preferred Stock, as out of the date assets of such liquidation or dissolution or such other winding up (the "Liquidation Date"), and no more, Corporation in cash or in property at its fair market value as reasonably determined in good faith by the Board, or both, at the election Board of the Board. If such payment is made in full to the holders of the Series A Preferred Stock, and if payment is made in full to the holders of any Senior Stock and Parity Stock of all amounts to which such holders will be entitled, the remaining assets and funds Directors of the Corporation will an amount per share equal to the Liquidation Preference. (b) If, upon any such Liquidation Event, the assets of the Corporation shall be insufficient to permit the payment in full of the Liquidation Preference per share, as provided in paragraph 4(a) above, and the full liquidating payments on all Parity Stock, then the assets of the Corporation or the proceeds thereof shall be ratably distributed among the holders of Junior StockBridge Preferred Stock and of any Parity Stock in proportion to the full amounts to which they would otherwise be entitled if all amounts payable thereon were paid in full. (c) After the payment of the full Liquidation Preference of the Bridge Preferred as set forth in paragraph 4(a) above, according the holders of the Common Stock shall be entitled to their respective be paid 6. out of the assets of the Corporation an amount per share of Common Stock equal to (i) the Liquidation Preference paid on behalf of a share of Bridge Preferred pursuant to paragraph 4(a) divided by (ii) the number of shares and prioritiesof Common Stock issuable upon conversion of a share of Bridge Preferred. If, upon any such liquidation, dissolution, distribution or other winding up of the affairs of the Corporationup, the assets of the Corporation distributable among the holders of all outstanding shares of the Series A Preferred Stock and any Parity Stock are Company shall be insufficient to permit the make payment in full to such all holders of the preferential amounts to which they are entitled, then the entire assets of the Corporation remaining after the distributions to holders of any Senior Common Stock of the full amounts to which they may be entitled will amount set forth in this paragraph 4(c), then such assets shall be distributed among the holders of Common Stock at the Series A Preferred Stock and any Parity Stock time outstanding, ratably in proportion to the full amounts to which they would otherwise be respectively entitled. Neither the consolidation or merger of the Corporation into or with another entity or entities nor the sale of all or substantially all of the assets of the Corporation to any person or persons will be deemed a liquidation, dissolution, or winding up of the affairs of the Corporation within the meaning of this Section 3, unless such consolidation, merger, or sale of assets is in connection with the complete liquidation, dissolution, or winding up of the affairs of the Corporation.

Distributions Upon Liquidation, Dissolution or Winding Up. In the event of any voluntary or involuntary liquidation, dissolution, dissolution or other winding up of the affairs of the Corporation, subject to the prior preferences and other rights of any Senior Stock, but before any distributions distribution or payments are payment shall be made to the holders of Junior Stock, the holders of the Series A A-1 Preferred Stock will shall be entitled to be paid the Series A-1 Liquidation Value Price of all outstanding shares of Series A A-1 Preferred Stock, as of the date of such liquidation or dissolution or such other winding up (the "Liquidation Date")up, and no more, in cash or in property taken at its fair value as determined by the BoardBoard of Directors of the Corporation, or both, at the election of the BoardBoard of Directors. If such payment is made in full to the holders of the Series A Preferred Stock, and if payment is shall have been made in full to the holders of any Senior Stock and Parity Stock of all amounts to which such holders will shall be entitled, the remaining assets and funds of the Corporation will shall be distributed among the holders of Junior Stock, according to their respective shares and priorities. If, upon any such liquidation, dissolution, dissolution or other winding up of the affairs of the Corporation, the net assets of the Corporation distributable among the holders of all outstanding shares of the Series A A-1 Preferred Stock and of any Parity Stock are shall be insufficient to permit the payment in full to such holders of the preferential amounts to which they are entitled, then the entire net assets of the Corporation remaining after the distributions to holders of any Senior Stock of the full amounts to which they may be entitled will shall be distributed among the holders of the Series A A-1 Preferred Stock and of any Parity Stock ratably in proportion to the full amounts to which they would otherwise be respectively entitled. Neither the consolidation or merger of the Corporation into or with another entity corporation or entities corporations, nor the sale of all or substantially all of the assets of the Corporation to any person another corporation or persons will corporations shall be deemed a liquidation, dissolution, dissolution or winding up of the affairs of the Corporation within the meaning of this Section 3, unless such consolidation, merger, or sale of assets is in connection with the complete liquidation, dissolution, or winding up of the affairs of the Corporation.

Distributions Upon Liquidation, Dissolution or Winding Up. In the event of any voluntary or involuntary liquidation, dissolution, dissolution or other winding up of the affairs Company, whether voluntary or involuntary, the holders of Series F Preferred Stock shall be entitled to receive from the assets of the CorporationCompany available for distribution to stockholders, subject to the prior preferences and other rights of any Senior Stock, but before any distributions payment or payments are distribution shall be made to the holders of any Junior Stock, the holders of the Series A Preferred Stock will be entitled to be paid the Liquidation Value of all outstanding shares of Series A Preferred Stock, as of the date of such liquidation or dissolution or such other winding up (the "Liquidation Date"), and no more, an amount in cash or in property at its fair value as determined by the Board, or both(or, at the election of the Board. If such payment is made Company, property at its fair market value, as determined by the Board of Directors in full good faith) per share, equal to the holders Liquidation Preference of a share of Series F Preferred Stock as of the Series A Preferred Stockdate of payment or distribution. If, and if payment is made upon distribution of the Company's assets in full to the holders of any Senior Stock and Parity Stock of all amounts to which such holders will be entitledliquidation, dissolution or winding up, the remaining assets and funds of the Corporation will Company to be distributed among the holders of Junior Stock, according to their respective shares and priorities. If, upon any such liquidation, dissolution, or other winding up of the affairs of the Corporation, the assets of the Corporation distributable among the holders of all outstanding shares of the Series A F Preferred Stock and any other holders of Parity Stock are shall be insufficient to permit the payment in full to such holders of the respective preferential amounts to which they are entitled, then the entire assets of the Corporation remaining after the distributions Company to holders of any Senior Stock of the full amounts to which they may be entitled will be distributed among the to holders of the Series A F Preferred Stock and any other holders of Parity Stock ratably in proportion shall be distributed pro rata to such holders based upon the aggregate of the full preferential amounts to which they all of the shares would otherwise respectively be respectively entitled. Neither the consolidation or merger of the Corporation Company with or into any other corporation or with another entity or entities corporations nor the sale sale, transfer or lease of all or substantially all of the assets of the Corporation to any person or persons will Company shall itself be deemed to constitute a liquidation, dissolution, dissolution or winding up of the affairs of the Corporation Company within the meaning of this Section 3, unless such consolidation, merger, or sale . Notice of assets is in connection with the complete liquidation, dissolution, dissolution or winding up of the affairs Company shall be given, not less than twenty (20) days prior to the date on which such liquidation, dissolution or winding up is expected to take place or become effective, to the holders of record of the Corporationshares of Series F Preferred Stock.

Distributions Upon Liquidation, Dissolution or Winding Up. In the event of any voluntary or involuntary liquidation, dissolution, dissolution or other winding up of the affairs of the Corporation, subject to the prior preferences and other rights of any Senior Stock, but before any distributions distribution or payments are payment shall be made to the holders of Junior Stock, the holders of the Series A Preferred Stock will shall be entitled to be paid the Liquidation Value Preference of all outstanding shares of the Series A Preferred Stock, Stock as of the date of such liquidation or dissolution or such other winding up (the "Liquidation Date")up, plus any accrued but unpaid dividends, if any, to such date, and no more, . The Corporation shall make such payment in cash or in property at its fair value as determined by the Board, or both, at the election of the Boardcash. If such payment is shall have been made in full to the holders of the Series A Preferred Stock, and if payment is shall have been made in full to the holders of any Senior Stock and Parity Stock of all amounts to which such holders will shall be entitled, the remaining assets and funds of the Corporation will shall be distributed among the holders of Junior Stock, according to their respective shares and priorities. If, upon any such liquidation, dissolution, dissolution or other winding up of the affairs of the Corporation, the net assets of the Corporation distributable among the holders of all outstanding shares of the Series A Preferred Stock and of any Parity Stock are shall be insufficient to permit the payment in full to such holders of the preferential amounts to which they are entitled, then the entire net assets of the Corporation remaining after the distributions to holders of any Senior Stock of the full amounts to which they may be entitled will shall be distributed among the holders of the Series A Preferred Stock and of any Parity Stock ratably in proportion to the full amounts to which they would otherwise be respectively entitled. Neither the consolidation or merger of the Corporation into or with another entity corporation or entities corporations, nor the sale of all or substantially all of the assets of the Corporation to any person another corporation or persons will corporations shall be deemed a liquidation, dissolution, dissolution or winding up of the affairs of the Corporation within the meaning of this Section 3, unless such consolidation, merger, or sale of assets is in connection with the complete liquidation, dissolution, or winding up of the affairs of the Corporation.

Distributions Upon Liquidation, Dissolution or Winding Up. In Subject to the prior payment in full of the preferential amounts to which any Senior Stock is entitled, in the event of any voluntary or involuntary liquidation, dissolution, dissolution or other winding up of the affairs Corporation, whether voluntary or involuntary, the holders of shares of the Corporation, subject Preferred Stock shall be entitled to receive from the assets of the Corporation available for distribution to the prior preferences and other rights shareholders an amount in cash or property at its fair market value, as determined by the Board of any Senior StockDirectors in good faith, but or a combination thereof, per share equal to the Liquidation Price, before any distributions payment or payments are distribution shall be made to the holders of any Junior Stock of the Corporation, which payment shall be made pari passu to any such payment made to the holders, if any, of any Parity Stock. If, upon distribution of the Corporation's assets in liquidation, dissolution or winding up, the holders of the Series A Preferred Stock will be entitled to be paid the Liquidation Value of all outstanding shares of Series A Preferred Stock, as of the date of such liquidation or dissolution or such other winding up (the "Liquidation Date"), and no more, in cash or in property at its fair value as determined by the Board, or both, at the election of the Board. If such payment is made in full to the holders of the Series A Preferred Stock, and if payment is made in full to the holders of any Senior Stock and Parity Stock of all amounts to which such holders will be entitled, the remaining assets and funds of the Corporation will to be distributed among the holders of Junior Stock, according to their respective shares and priorities. If, upon any such liquidation, dissolution, or other winding up of the affairs of the Corporation, the assets of the Corporation distributable among the holders of all outstanding shares of the Series A Preferred Stock and to all holders of any Parity Stock are shall be insufficient to permit the payment in full to such holders of the preferential amounts to which they are entitled, then the entire assets of the Corporation remaining after the distributions to be distributed to holders of any Senior the Preferred Stock and such Parity Stock shall be distributed pro rata to such holders based upon the aggregate of the full preferential amounts to which they may be entitled will be distributed among the holders shares of the Series A Preferred Stock and any such Parity Stock ratably in proportion to the full amounts to which they would otherwise respectively be respectively entitled. Neither the consolidation or merger of the Corporation with or into any other corporation or with another entity or entities corporations nor the sale sale, transfer, or lease of all or substantially all of the assets of the Corporation to any person or persons will shall itself be deemed to be a liquidation, dissolution, dissolution or winding up of the affairs of the Corporation within the meaning of this Section paragraph 3, unless such consolidation, merger, or sale . Notice of assets is in connection with the complete liquidation, dissolution, dissolution or winding up of the affairs Corporation shall be mailed, in the manner provided in paragraph 4(c) of this Section, to the holders of the CorporationPreferred Stock less than twenty (20) days prior to the date on which such liquidation, dissolution and winding up is expected to take place or become effective.

Distributions Upon Liquidation, Dissolution or Winding Up. (a) In the event of any voluntary or involuntary liquidation, dissolution, dissolution or other winding up of the affairs of the CorporationCorporation (together with all other transactions deemed under this Section 3 to be a Liquidation Event, subject to the prior preferences and other rights of any Senior Stock, but before any distributions or payments are made to the holders of Junior Stockcollectively “Liquidation Events”), the holders of the Preferred Stock (the Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock, Series E Preferred Stock, Series F Preferred Stock and Series G Preferred Stock being on a parity as to any such entitlements) shall be entitled: (i) first, to be paid the Subscription Price of all outstanding shares of Preferred Stock (as appropriately adjusted for any stock dividend, stock subdivision or split-up, combination or similar event affecting the Preferred Stock or the Common Stock), with the Series A Preferred Stock will be being entitled to be paid the Liquidation Value of all outstanding shares of Series A Subscription Price, with the Series B Preferred StockStock being entitled to be paid the Series B Subscription Price, with the Series C Preferred Stock being entitled to be paid the Series C Subscription Price, with the Series D Preferred Stock being entitled to be paid the Applicable Series D Subscription Price, with the Series E Preferred Stock being entitled to be paid the Series E Subscription Price, with the Series F Preferred Stock being entitled to be paid the Series F Subscription Price and with the Series G Preferred Stock being entitled to be paid the Applicable Series G Subscription Price as of the date of such liquidation or dissolution or Liquidation Event; plus (ii) second, any accrued and unpaid dividends thereon to such other winding up date; plus (iii) third, to be paid an amount equal to the "product of: (x) the balance of the proceeds of the Liquidation Date"), Event; and no more, in cash or in property at its fair value as determined (y) the fully-diluted ownership percentage (excluding out-of-the-money options and warrants) represented by the BoardPreferred Stock, or both, at treating the election of the BoardPreferred Stock on an “as-converted” basis. If such and after payment is shall have been made in full to the holders of the Series A Preferred Stock, and if payment is made in full to the holders of any Senior Stock and Parity Stock of all amounts to which such holders will shall be entitled, the remaining assets and funds of the Corporation will shall be distributed among the holders of Junior Stock, according to their respective shares and priorities. If, upon any such liquidation, dissolution, dissolution or other winding up of the affairs of the Corporation, the net assets of the Corporation distributable among the holders of all outstanding shares of the Series A Preferred Stock and any Parity Stock are shall be insufficient to permit the payment in full to such holders holder of the preferential amounts to which they are entitled, then the entire net assets of the Corporation remaining after the distributions to holders of any Senior Stock of the full amounts to which they may be entitled will shall be distributed among the holders of the Series A Preferred Stock and any Parity Stock ratably in proportion to the full amounts to which they would otherwise be respectively entitled. Neither . (b) Each of the following events shall be deemed to be a “Liquidation Event” for purposes of this Section 3: (i) the acquisition of the Corporation, or of a controlling equity interest in the Corporation, by another party or entity or group of affiliated parties by means of any transaction or series of related transactions (including, without limitation, any stock acquisition or transfer, any issuance of stock by the Corporation, a reorganization, merger, consolidation or merger mandatory share exchange), other than a transaction or series of related transactions in which the holders of the voting securities of the Corporation outstanding immediately prior to such transaction or the first of the series of related transactions continue to retain (either by such voting securities remaining outstanding or by such voting securities being converted into voting securities of the surviving or with another resulting entity) at least fifty percent (50%) of the total voting power represented by the voting securities of the Corporation or such surviving or resulting entity outstanding immediately after such transaction or entities nor the sale last of the series of related transactions; or (ii) a sale, lease or other conveyance of all or substantially all of the assets of the Corporation to any person in one (1) transaction or persons will be deemed in a liquidation, dissolution, or winding up series of the affairs of the Corporation within the meaning of this Section 3, unless such consolidation, merger, or sale of assets is in connection with the complete liquidation, dissolution, or winding up of the affairs of the Corporationrelated transactions.

Distributions Upon Liquidation, Dissolution or Winding Up. In the event of (a) Upon any voluntary or involuntary liquidation, dissolution, dissolution or other winding up of the affairs of the Corporation, subject to the prior preferences and other rights of any Senior Stockclass or series of stock ranking senior to the Class D Preferred Stock as to the distribution of assets upon liquidation, dissolution or winding up of the affairs of the Corporation, but before any distributions distribution or payments are payment shall be made to the holders of Junior Stock, any class or series of stock ranking junior to the holders of the Series A Class D Preferred Stock will be entitled as to be paid the Liquidation Value distribution of all outstanding shares of Series A Preferred Stockassets upon any liquidation, as of the date of such liquidation or dissolution or such other winding up (the "Liquidation Date"), and no more, in cash or in property at its fair value as determined by the Board, or both, at the election of the Board. If such payment is made in full to the holders of the Series A Preferred Stock, and if payment is made in full to the holders of any Senior Stock and Parity Stock of all amounts to which such holders will be entitled, the remaining assets and funds of the Corporation will be distributed among the holders of Junior Stock, according to their respective shares and priorities. If, upon any such liquidation, dissolution, or other winding up of the affairs of the Corporation, the holders of Class D Preferred Stock shall be entitled to receive out of the assets of the Corporation distributable among legally available for distribution to its stockholders liquidating distributions in cash or property at its fair market value as determined by the holders Board of all outstanding shares Directors of the Series A Preferred Stock and any Parity Stock are insufficient to permit Corporation in the payment in full to such holders amount of the preferential amounts Liquidation Preference per share plus an amount equal to all dividends accrued and unpaid thereon to the date of such liquidation, dissolution or winding up. After payment of the full amount of the liquidating distributions to which they are entitled, then the entire holders of Class D Preferred Stock will have no right or claim to any of the remaining assets of the Corporation remaining after and shall not be entitled to any other distribution in the distributions to holders event of any Senior Stock liquidation, dissolution or winding up of the full affairs of the Corporation. (b) In the event that, upon any such voluntary or involuntary liquidation, dissolution or winding up, the legally available assets of the Corporation are insufficient to pay the amount of the Liquidation Preference per share plus an amount equal to all dividends accrued and unpaid on the Class D Preferred Stock and the corresponding amounts payable on each class or series of stock ranking on a parity with the Class D Preferred Stock as to which they may be entitled will be distributed among the distribution of assets upon liquidation, dissolution or winding up of the affairs of the Corporation, then the holders of the Series A Class D Preferred Stock and all such stock shall share ratably in any Parity Stock ratably such distribution of assets in proportion to the full amounts liquidating distributions to which they otherwise would otherwise be respectively entitled. Upon issuance, the Class D Preferred Stock will rank on parity with the Class A Preferred Stock, the Class B Preferred Stock and the Class C Preferred Stock as to the distribution of assets upon any liquidation, dissolution or winding up of the affairs of the Corporation. Neither the consolidation or merger of the Corporation into or with another entity corporation or entities corporations nor the sale sale, lease, transfer or conveyance of all or substantially all of the assets of the Corporation to another corporation or any person or persons will other entity shall be deemed a liquidation, dissolution, dissolution or winding up of the affairs of the Corporation within the meaning of this Section 3, unless such consolidation, merger, or sale of assets is in connection with the complete liquidation, dissolution, or winding up of the affairs of the Corporationparagraph (C).

Distributions Upon Liquidation, Dissolution or Winding Up. (a) In the event of any voluntary or involuntary liquidation, dissolution, dissolution or other winding up of the affairs of the Corporationthis corporation, subject to the prior preferences and other rights of any Senior StockStock as to liquidation preferences, but before any distributions payment or payments are distribution shall be made to the holders of Junior Stock, the holders of the Series A B-1 Preferred Stock will shall be entitled to be paid out of the assets of this corporation in cash or property at its fair market value as determined by the Board of Directors of this corporation the Series B-1 Liquidation Value of Preference per share plus an amount equal to all outstanding shares of Series A Preferred Stock, as of dividends accrued and unpaid thereon to the date of such liquidation or dissolution or such other winding up. Except as provided in this paragraph, holders of Series B-1 Preferred Stock shall not be entitled to any distribution in the event of liquidation, dissolution or winding up (the "Liquidation Date"), and no more, in cash or in property at its fair value as determined by the Board, or both, at the election of the Board. If such payment is made in full to the holders affairs of the Series A Preferred Stock, and if payment is made in full to the holders of any Senior Stock and Parity Stock of all amounts to which such holders will be entitled, the remaining assets and funds of the Corporation will be distributed among the holders of Junior Stock, according to their respective shares and priorities. this corporation. (b) If, upon any such liquidation, dissolution, dissolution or other winding up of the affairs of the Corporation, this corporation the assets of the Corporation distributable among the holders of all outstanding shares of the Series A Preferred Stock and any Parity Stock are this corporation shall be insufficient to permit the payment in full to such holders of the preferential amounts Series B-1 Liquidation Preference per share plus an amount equal to which they are entitledall dividends accrued and unpaid on the Series B-1 Preferred Stock and the full liquidating payments on all Parity Stock, then the entire assets of the Corporation this corporation remaining after the distributions to holders of any Senior Stock of the full amounts to which they may be entitled will shall be ratably distributed among the holders of the Series A B-1 Preferred Stock and of any Parity Stock ratably in proportion to the full amounts to which they would otherwise be respectively entitledentitled if all amounts thereon were paid in full. Neither the consolidation or merger of the Corporation this corporation into or with another entity corporation or entities corporations, nor the sale sale, lease, transfer or conveyance of all or substantially all of the assets of the Corporation this corporation to another corporation or any person or persons will other entity shall be deemed a liquidation, dissolution, dissolution or winding up of the affairs of the Corporation this corporation within the meaning of this Section 3, unless such consolidation, merger, or sale of assets is in connection with the complete liquidation, dissolution, or winding up of the affairs of the Corporation4.5.3.