Common use of Liquidation Preference Clause in Contracts

Liquidation Preference. a. In the event of any liquidation, dissolution or winding up of this corporation, either voluntary or involuntary, the holders of Series A Preferred Stock and Series B Preferred Stock shall be entitled to receive, prior and in preference to any distribution of any of the assets of this corporation to the holders of Common Stock by reason of their ownership thereof, an amount per share equal to the sum of (i) $2.00 for each outstanding share of Series A Preferred Stock, (subject to appropriate adjustments for stock splits, stock dividends, combinations or other recapitalizations and hereafter referred to as the "Original Series A Issue Price"), (ii) $4.43 for each outstanding share of Series B Preferred Stock (subject to appropriate adjustments for stock splits, stock dividends, combinations or other recapitalizations and hereafter referred to as the "Original Series B Issue Price"), and (iii) an amount equal to declared but unpaid dividends on such share of Series A Preferred Stock or Series B Preferred Stock, as applicable. If upon the occurrence of such event, the assets and funds thus distributed among the holders of the Series A Preferred Stock and the Series B Preferred Stock shall be insufficient to permit the payment to such holders of the full aforesaid preferential amounts, then, the entire assets and funds of the corporation legally available for distribution shall be distributed ratably among the holders of the Series A Preferred Stock and the Series B Preferred Stock in proportion to the aggregate liquidation preferences of the respective series, and ratably among the holders of that series in proportion to the amount of such stock owned by each such holder. b. After the distributions described in subsection (a) above have been paid, the remaining assets of the corporation available for distribution to stockholders shall be distributed among the holders of Series A Preferred Stock, Series B Preferred Stock and Common Stock pro rata based on the number of shares of Common Stock held by each (assuming conversion of all such Series A Preferred Stock and Series B Preferred Stock). c. A consolidation or merger of this corporation with or into any other corporation or corporations, or a sale, conveyance or disposition of all or substantially all of the assets of this corporation or the effectuation by the corporation of a transaction or series of related transactions in which more than 50% of the voting power of the corporation is disposed of (excluding the issuance of shares of Series A Preferred Stock pursuant to the Series A Preferred Stock Purchase Agreement and the issuance of Series B Preferred Stock pursuant to the Series B Preferred Stock Purchase Agreement), shall be deemed to be a liquidation, dissolution or winding up within the meaning of this Section 2.

Liquidation Preference. a. In the event of any liquidation, dissolution or winding up of this corporationthe Corporation, either whether voluntary or involuntary, the holders of Series A Preferred Stock and the Series B Preferred Stock shall be entitled to receive, prior and in preference to any distribution of any of the assets or surplus funds of this corporation the Corporation to the holders of the Common Stock by reason of their ownership thereof, an amount per share equal but after and subject to the sum payment in full of all amounts required to be distributed to the holders of the Corporation's Series A Convertible Exchangeable Preferred Stock (i) $2.00 for each outstanding share of the "Series A Preferred Stock") and any other Senior Securities ranking on liquidation prior and in preference to the Series B Preferred Stock, the amount of $__ per share [THE PURCHASE PRICE PER SHARE FOR THE SERIES B PREFERRED STOCK] (subject to appropriate adjustments as adjusted for stock splits, any stock dividends, combinations or other recapitalizations and hereafter referred splits with respect to as the such shares) ("Original Series A Issue PriceB Liquidation Preference"), (ii) $4.43 for each outstanding share of Series B Preferred Stock (subject to appropriate adjustments for stock splits, stock dividends, combinations or other recapitalizations and hereafter referred to as the "Original Series B Issue Price"), and (iii) an amount equal to declared but unpaid dividends on such share of Series A Preferred Stock or Series B Preferred Stock, as applicablerespectively. If upon the occurrence of such event, the assets and funds thus distributed among the holders of the Series A Preferred Stock and the Series B Preferred Stock shall be insufficient to permit the payment to such holders of the full aforesaid preferential amountsSeries B Liquidation Preference, then, then the entire assets and funds of the corporation Corporation legally available for distribution to the holders of Series B Preferred Stock shall be distributed ratably among the holders of the Series A Preferred Stock and the Series B Preferred Stock in proportion to the aggregate liquidation preferences of the respective series, and ratably among the holders of that series in proportion to the amount of such stock owned by Series B Liquidation Preference each such holderholder is otherwise entitled to receive. b. After the distributions described in subsection (a) above have been paid, the remaining assets of the corporation available for distribution payment to stockholders shall be distributed among the holders of the Series A Preferred Stock, the Series B Preferred Stock and any Senior Securities of the amounts set forth in Section 3(a) above, the entire remaining assets and funds of the Corporation legally available for distribution, if any, shall be distributed pro rata among the holders of the Common Stock pro rata based on and all classes and Series of Preferred Stock in proportion to the number of shares of Common Stock then held by each (assuming them and the shares of Common Stock which they have the right to acquire upon conversion of all such Series A the shares of Preferred Stock and Series B Preferred Stock)then held by them. c. A consolidation or merger For purposes of this corporation with Section 3, a liquidation, dissolution or into any other corporation or corporationswinding up of the Corporation shall be deemed to be occasioned by, or to include, (i) the acquisition of the Corporation by another entity by means of any transaction or series of related transactions (including any reorganization, merger or consolidation, but excluding any merger effected exclusively to change the domicile of the Corporation), or (ii) a sale, conveyance or disposition sale of all or substantially all of the assets of this corporation or the effectuation by the corporation Corporation, unless in either case (1) shareholders of a transaction or series of related transactions in which more than 50% record of the voting power Corporation as constituted immediately prior to such acquisition or sale will, immediately after such acquisition or sale (by virtue of securities issued as consideration for the corporation is disposed of (excluding the issuance of shares of Series A Preferred Stock pursuant to the Series A Preferred Stock Purchase Agreement and the issuance of Series B Preferred Stock pursuant to the Series B Preferred Stock Purchase Agreement), shall be deemed to be a liquidation, dissolution acquisition or winding up within the meaning of this Section 2.sale or

Liquidation Preference. a. In the event of Upon any voluntary or involuntary liquidation, dissolution or winding up of this corporation, either voluntary or involuntarythe affairs of the Corporation, the holders of shares of Series A Preferred Stock and Series B Preferred Stock shall be are entitled to receive, prior and in preference to any distribution of any be paid out of the assets of this corporation the Corporation legally available for distribution to its stockholders, after payment of or provision for the holders Corporation’s debts and other liabilities, a liquidation preference of Common Stock by reason of their ownership thereof$25.00 per share, an amount per share equal to the sum of (i) $2.00 for each outstanding share of Series A Preferred Stock, (subject to appropriate adjustments for stock splits, stock dividends, combinations or other recapitalizations and hereafter referred to as the "Original Series A Issue Price"), (ii) $4.43 for each outstanding share of Series B Preferred Stock (subject to appropriate adjustments for stock splits, stock dividends, combinations or other recapitalizations and hereafter referred to as the "Original Series B Issue Price"), and (iii) plus an amount equal to declared but any accrued and unpaid dividends (whether or not authorized or declared) thereon to and including the date of payment, but without interest, before any distribution of assets is made to holders of Junior Stock. If the assets of the Corporation legally available for distribution to stockholders are insufficient to pay in full the liquidation preference on such share of the Series A Preferred Stock and the liquidation preference on the shares of any class or Series B series of Parity Preferred Stock, as applicable. If upon the occurrence of such event, the all assets and funds thus distributed among to the holders of the Series A Preferred Stock and the Series B any class or series of Parity Preferred Stock shall be insufficient distributed pro rata so that the amount of assets distributed per share of Series A Preferred Stock and such class or series of Parity Preferred Stock shall in all cases bear to permit each other the same ratio that the liquidation preference per share on the Series A Preferred Stock and such class or series of Parity Preferred Stock bear to each other. Written notice of any distribution in connection with any such liquidation, dissolution or winding up of the affairs of the Corporation, stating the payment to such holders of date or dates when, and the full aforesaid preferential amounts, thenplace or places where, the entire assets and funds of the corporation legally available for distribution amounts distributable in such circumstances shall be distributed ratably among payable, shall be given by first class mail, postage pre-paid, not less than 30 nor more than 60 days prior to the holders payment date stated therein, to each record holder of the Series A Preferred Stock and at the Series B Preferred Stock in proportion to respective addresses of such holders as the aggregate liquidation preferences same shall appear on the stock transfer records of the respective series, and ratably among Corporation. After payment of the holders of that series in proportion to the full amount of such stock owned by each such holder. b. After the liquidation distributions described in subsection (a) above have been paidto which they are entitled, the remaining assets of the corporation available for distribution to stockholders shall be distributed among the holders of Series A Preferred Stock, Series B Preferred Stock and Common Stock pro rata based on will have no right or claim to any of the number remaining assets of shares of Common Stock held by each (assuming conversion of all such Series A Preferred Stock and Series B Preferred Stock). c. A the Corporation. The consolidation or merger of this corporation the Corporation with or into any other corporation another entity, a merger of another entity with or corporationsinto the Corporation, a statutory share exchange by the Corporation or a sale, lease, transfer or conveyance or disposition of all or substantially all of the assets of this corporation Corporation’s property or the effectuation by the corporation of a transaction or series of related transactions in which more than 50% of the voting power of the corporation is disposed of (excluding the issuance of shares of Series A Preferred Stock pursuant to the Series A Preferred Stock Purchase Agreement and the issuance of Series B Preferred Stock pursuant to the Series B Preferred Stock Purchase Agreement), business shall not be deemed to be constitute a liquidation, dissolution or winding up within of the meaning affairs of this Section 2the Corporation. In determining whether a distribution (other than upon voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation) by dividend, redemption or other acquisition of shares of stock of the Corporation or otherwise is permitted under the Maryland General Corporation Law, no effect shall be given to amounts that would be needed, if the Corporation were to be dissolved at the time of the distribution, to satisfy the preferential rights upon dissolution of holders of the Series A Preferred Stock.

Liquidation Preference. a. In the event of Upon any voluntary or involuntary liquidation, dissolution or winding up of this corporation, either voluntary or involuntarythe affairs of the Corporation, the holders of Series A Preferred Stock and shares of Series B Preferred Stock shall be are entitled to receive, prior and in preference to any distribution of any be paid out of the assets of this corporation the Corporation legally available for distribution to its stockholders, after payment of or provision for the Corporation’s debts and other liabilities, a liquidation preference of $10.00 per share (subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization with respect to the Series B Preferred Stock), plus an amount equal to any accrued and unpaid dividends (whether or not earned, authorized or declared) thereon to and including the date of payment, but without interest, before any distribution of assets is made to holders of Junior Stock. If the assets of the Corporation legally available for distribution to stockholders are insufficient to pay in full the liquidation preference on the Series B Preferred Stock and the liquidation preference on the shares of any class or series of Parity Preferred Stock, all assets distributed to the holders of Common the Series B Preferred Stock by reason and any class or series of their ownership thereof, an Parity Preferred Stock shall be distributed pro rata so that the amount of assets distributed per share equal to the sum of (i) $2.00 for each outstanding share of Series A Preferred Stock, (subject to appropriate adjustments for stock splits, stock dividends, combinations or other recapitalizations and hereafter referred to as the "Original Series A Issue Price"), (ii) $4.43 for each outstanding share of Series B Preferred Stock (subject to appropriate adjustments for stock splits, stock dividends, combinations and such class or other recapitalizations and hereafter referred to as the "Original Series B Issue Price"), and (iii) an amount equal to declared but unpaid dividends on such share series of Series A Parity Preferred Stock or Series B Preferred Stock, as applicable. If upon shall in all cases bear to each other the occurrence of such event, same ratio that the assets and funds thus distributed among the holders of the Series A Preferred Stock and liquidation preference per share on the Series B Preferred Stock and such class or series of Parity Preferred Stock bear to each other. Written notice of any distribution in connection with any such liquidation, dissolution or winding up of the affairs of the Corporation, stating the payment date or dates when, and the place or places where, the amounts distributable in such circumstances shall be insufficient payable, shall be given by first class mail, postage pre-paid, not less than 30 nor more than 60 days prior to permit the payment date stated therein, to such holders each record holder of the full aforesaid preferential amounts, then, the entire assets and funds of the corporation legally available for distribution shall be distributed ratably among the holders of the Series A Preferred Stock and the Series B Preferred Stock in proportion at the respective addresses of such holders as the same shall appear on the stock transfer records of the Corporation. Subject to the aggregate liquidation preferences last sentence of this Section 4, after payment of the respective seriesfull amount of the liquidation distributions to which they are entitled, and ratably among the holders of that series in proportion Series B Preferred Stock will have no right or claim to the amount any of such stock owned by each such holder. b. After the distributions described in subsection (a) above have been paid, the remaining assets of the corporation available for distribution to stockholders shall be distributed among the holders of Series A Preferred Stock, Series B Preferred Stock and Common Stock pro rata based on the number of shares of Common Stock held by each (assuming conversion of all such Series A Preferred Stock and Series B Preferred Stock). c. A Corporation. The consolidation or merger of this corporation the Corporation with or into any other corporation another entity, a merger of another entity with or corporationsinto the Corporation, a statutory share exchange by the Corporation or a sale, lease, transfer or conveyance or disposition of all or substantially all of the assets of this corporation Corporation’s property or the effectuation by the corporation of a transaction or series of related transactions in which more than 50% of the voting power of the corporation is disposed of (excluding the issuance of shares of Series A Preferred Stock pursuant to the Series A Preferred Stock Purchase Agreement and the issuance of Series B Preferred Stock pursuant to the Series B Preferred Stock Purchase Agreement), business shall not be deemed to be constitute a liquidation, dissolution or winding up within of the meaning affairs of this Section 2the Corporation. In determining whether a distribution (other than upon voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation) by dividend, redemption or other acquisition of shares of stock of the Corporation or otherwise is permitted under the Maryland General Corporation Law, no effect shall be given to amounts that would be needed, if the Corporation were to be dissolved at the time of the distribution, to satisfy the preferential rights upon dissolution of holders of the Series B Preferred Stock. Notwithstanding the above, for purposes of determining the amount each holder of shares of Series B Preferred Stock is entitled to receive with respect to a voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation, each such holder of shares of Series B Preferred Stock shall be deemed to have converted (regardless of whether such holder actually converted) such holder’s shares of Series B Preferred Stock into Common Shares immediately prior to such liquidation event if, as a result of an actual conversion, such holder would receive, in the aggregate, an amount greater than the amount that would be distributed to such holder if such holder did not convert such shares of Series B Preferred Stock into Common Shares.

Liquidation Preference. a. (i) In the event of any liquidation, dissolution or winding up of this corporationthe Company, either whether voluntary or involuntary, each holder of the holders of Series A Preferred Stock and Series B Preferred Stock Shares shall be entitled to receive, prior and in preference to any distribution of any of the assets or funds of this corporation the Company to the holders of Common Stock any other class of shares of the Company ranked junior to the Series A Preferred Shares (including the Ordinary Shares) by reason of their such holder’s ownership thereof, an amount per share equal to the greater of: (A) the sum of (ix) $2.00 for each outstanding share of the Series A Preferred StockShares Purchase Price (as adjusted for any share dividends, (subject to appropriate adjustments for stock combinations, splits, stock dividendsrecapitalizations or the like on, combinations of or other recapitalizations and hereafter referred to as affecting the "Original Series A Issue Price"Preferred Shares), (ii) $4.43 for each outstanding share of Series B A Preferred Stock (subject to appropriate adjustments for stock splits, stock dividends, combinations or other recapitalizations and hereafter referred to as the "Original Series B Issue Price"), Share then held by such holder and (iiiy) an amount equal to any and all declared but unpaid dividends on each such share of Series A Preferred Stock Shares and (B) such amount per Series A Preferred Share as would have been payable had all Series A Preferred Shares been converted into Ordinary Shares immediately prior to such liquidation, dissolution or Series B Preferred Stockwinding up (such amount payable, as applicablethe “Liquidation Preference”). If If, upon the occurrence of such event, the assets and funds thus distributed among the holders of the Series A Preferred Stock and the Series B Preferred Stock Shares shall be insufficient to permit the payment to such holders of the full aforesaid preferential amountsLiquidation Preference, then, then the entire assets and funds of the corporation Company legally available for distribution shall be distributed ratably pro rata among the holders of the Series A Preferred Stock and the Series B Preferred Stock Shares in proportion to the aggregate liquidation preferences of the respective series, and ratably among the holders of that series in proportion to the amount of such stock owned by Liquidation Preference each such holder. b. After the distributions described in subsection (a) above have been paid, the remaining assets holder is otherwise entitled to receive. If any holder of the corporation available for distribution to stockholders Series A Preferred Shares shall be distributed among the deemed to have converted Series A Preferred Shares into Ordinary Shares pursuant to this paragraph, then such holder shall not be entitled to receive any distribution that would otherwise be made to holders of Series A Preferred Stock, Series B Preferred Stock and Common Stock pro rata based on Shares that have not converted (or have not been deemed to have converted) into Ordinary Shares. (ii) After the number payment of shares the Liquidation Preference to the holders of Common Stock held by each (assuming conversion of all such the Series A Preferred Stock and Series B Preferred Stock)Shares, the remaining assets shall be distributed ratably to the holders of the Ordinary Shares. c. (iii) Unless the holders of a majority of the Series A Preferred Shares then outstanding shall elect or determine otherwise by written consent, a consolidation or merger of this corporation the Company with or into any other corporation Person in which the holders of the Shares as of immediately prior to such merger or corporations, consolidation do not continue to hold at least a fifty percent (50%) interest in the surviving entity or a sale, conveyance or disposition of all or substantially all of the assets of this corporation or the effectuation by the corporation of a transaction or series of related transactions in which more than 50% of the voting power of the corporation is disposed of (excluding the issuance of shares of Series A Preferred Stock pursuant to the Series A Preferred Stock Purchase Agreement and the issuance of Series B Preferred Stock pursuant to the Series B Preferred Stock Purchase Agreement), Trade Sale shall be deemed to be a liquidation for purposes of payment of the Liquidation Preference and shall entitle the holders of the Series A Preferred Shares to receive in cash, securities or other property (with any non-cash amounts being valued as provided in Article 7(c)(iv)) in the amounts specified in Article 7(c)(i) and (ii). (iv) Subject to the following provisions of this Article 7(c)(iv), the value of any assets, securities or other property (other than cash) to be received by the Members pursuant to Articles 7(c)(i), 7(c)(ii) and/or 7(c)(iii), shall be equal to the fair market value thereof, as determined in good faith by the Board, if any (taking into account, if applicable, any restrictions on the free marketability of such assets, securities or other property, arising under applicable securities laws or otherwise, other than restrictions arising solely by virtue of a Member’s status as an Affiliate of the Company or the entity surviving or resulting from a change of control of the Company), except that any securities to be distributed to Members of the Company in any liquidation, dissolution or winding up within of the meaning Company, whether voluntary or involuntary, or a change of control of the Company, shall be valued as follows. (A) The method of valuation of securities not subject to investment letter or other similar restrictions on free marketability shall be as follows: (I) if the securities are then traded on a Recognised Stock Exchange (or a similar national quotation system), then the value shall be deemed to be the average of the closing prices of the securities on such exchange or system over the 30-day period ending three (3) days prior to the distribution; (II) if the securities are then actively traded over-the-counter, then the value shall be deemed to be the average of the closing bid or sale prices (whichever is applicable) over the 30-day period ending three (3) days prior to the distribution; and (III) if there is no active public market for the securities, then the value shall be the fair market value thereof, as determined in good faith by the Board. (B) The method of valuation of securities subject to investment letter or other restrictions on free marketability shall be to make an appropriate discount from the market value determined as above in subparagraphs (A)(I), (A)(II), or (A)(III) of this Section 2Article 7(c)(iv) to reflect the approximate fair market value thereof, as determined in good faith by the Board.

Liquidation Preference. a. In the event of (a) Upon any liquidation, dissolution or winding-up of the Partnership (“Liquidation Event”), in each case, that is not a Market Capitalization Liquidation Event (as defined below) or substantially concurrent with the liquidation, dissolution, or winding up of this corporationBPY, either including a BPY Specified Event, whether voluntary or involuntaryinvoluntary (a “BPY Liquidation Event”), subject to the prior rights of holders of any class or series of Preferred Units issued by the Partnership that ranks senior to the Series K Preferred Units at the time outstanding having prior rights upon liquidation, but before any dividend or other distribution transfer or payment (payable in securities, cash, assets, property or any partnership interests in the Partnership or Units or otherwise) shall be made to the holders of the Common Units and the Series L Preferred Units or any other partnership interests in the Partnership or Units ranking junior to the Series K Preferred Units as to the distribution of assets upon the liquidation, dissolution or winding-up of the Partnership, the holders of the Series A K Preferred Stock and Series B Preferred Stock Units shall be entitled to receive, prior and in preference to any distribution of any out of the assets of this corporation to the holders of Common Stock Partnership legally available for distribution for each Series K Preferred Unit then held by reason of their ownership thereofthem, an amount in cash per share Series K Unit equal to the sum BPY Unit Value on the date immediately preceding the public announcement of (i) $2.00 for each outstanding share of Series A Preferred Stock, (subject to appropriate adjustments for stock splits, stock dividends, combinations or other recapitalizations said Liquidation Event plus all declared and hereafter referred to as the "Original Series A Issue Price"), (ii) $4.43 for each outstanding share of Series B Preferred Stock (subject to appropriate adjustments for stock splits, stock dividends, combinations or other recapitalizations and hereafter referred to as the "Original Series B Issue Price"), and (iii) an amount equal to declared but unpaid dividends on such share of Series A K Preferred Stock or Series B Preferred StockUnit. If, as applicable. If upon the occurrence of any such eventLiquidation Event, the assets and funds thus distributed among the holders of the Series A Preferred Stock and the Series B Preferred Stock Partnership shall be insufficient to permit the make payment in full to such all holders of the full aforesaid preferential amounts, then, the entire assets and funds Series K Preferred Units of the corporation legally available for distribution shall be distributed ratably among the holders of the Series A Preferred Stock and the Series B Preferred Stock foregoing amounts set forth in proportion this subsection 6(a) with respect to the aggregate liquidation preferences of the respective seriesLiquidation Event, and ratably among the holders of that series in proportion to the amount of then such stock owned by each such holder. b. After the distributions described in subsection assets (aor consideration) above have been paid, the remaining assets of the corporation available for distribution to stockholders shall be distributed among the holders of Series A K Preferred StockUnits at the time outstanding, ratably in proportion to the full amounts to which they would otherwise be respectively entitled to receive under this subsection 6(a). Upon any BPY Liquidation Event, before any distribution or payment shall be made to the holders of the Common Units and the Series B L Preferred Stock and Common Stock pro rata based on Units or any other partnership interests in the number Partnership or Units ranking junior to the Series K Preferred Units as to the distribution of shares assets upon the liquidation, dissolution or winding-up of Common Stock the Partnership, the holders of Series K Preferred Units shall be entitled to receive out of the assets of the Partnership legally available for distribution for each Series K Unit then held by each (assuming conversion them, an amount in cash per Series K Preferred Unit equal to the same amount as the liquidating distributions in respect of a BPY Unit as and when such distributions are made in respect of the BPY Units plus all declared and unpaid dividends on such Series A K Preferred Stock Unit. If, upon any such BPY Liquidation Event, the assets of the Partnership shall be insufficient to make payment in full to all holders of Series K Preferred Units of the foregoing amounts set forth in this subsection 6(a) with respect to the BPY Liquidation Event, then such assets (or consideration) shall be distributed among the holders of Series K Preferred Unit at the time outstanding, ratably in proportion to the full amounts to which they would otherwise be respectively entitled to receive under this subsection 6(a). If the Public REIT’s Average Market Capitalization over any period of 30 consecutive Trading Days is less than one billion dollars ($1,000,000,000), the General Partner may begin an orderly liquidation of the Partnership’s assets and winding up of the Partnership’s operations (a “Market Capitalization Liquidation Event”). Subject to the prior rights of holders of any class or series of Preferred Units issued by the Partnership that ranks senior to the Series B K Preferred StockUnits at the time outstanding having prior rights upon liquidation, but before any dividend or other distribution, transfer or payment (payable in securities, cash, assets, property or any partnership interests in the Partnership or Units or otherwise) shall be made to the holders of the Common Units and the Series L Preferred Units or any other partnership interests in the Partnership or Units ranking junior to the Series K Preferred Units as to the distribution of assets upon the liquidation, dissolution or winding-up of the Partnership, the holders of the Series K Preferred Units shall be entitled to be paid out of the assets of the Partnership legally available for distribution for each Series K Preferred Unit then held by them, an amount in cash per Series K Preferred Unit equal to the VWAP of a BPY Unit for the 10 Trading Day period immediately following the public announcement of said Market Capitalization Liquidation Event plus all declared and unpaid distributions on such Series K Preferred Unit. If, upon any such Market Capitalization Liquidation Event, the assets of the Partnership shall be insufficient to make payment in full to all holders of Series K Preferred Unit of the amounts set forth in this subsection 6(a) with respect to the Market Capitalization Liquidation Event, such assets (or consideration) shall be distributed among the holders of Series K Preferred Unit at the time outstanding, ratably in proportion to the full amounts to which they would otherwise be respectively entitled to receive under this subsection 6(a). The holders of Series K Preferred Units shall not be entitled to any distribution or payment upon a Liquidation Event, BPY Liquidation Event or Market Capitalization Liquidation Event other than as set forth in this subsection 6(a). c. A (b) Written notice of such Liquidation Event, BPY Liquidation Event or Market Capitalization Liquidation Event, stating the payment date or dates when, and the place or places where, the amounts distributable in such circumstances shall be payable, shall be given by first class mail, postage pre-paid, not less than 30 nor more than 60 days prior to the payment date stated therein, to each record holder of the Series K Preferred Units at the respective addresses of such holders as the same shall appear on the transfer records of the Partnership. (c) After payment of the full amount of liquidating distributions to which they are entitled as provided in Section 6(a) of this Schedule J, the holders of Series K Preferred Units shall have no right or claim to any of the remaining assets of the Partnership. (d) For the purposes of this Section 6, none of (i) a consolidation or merger of this corporation the Partnership with or into any other corporation another entity, (ii) a merger of another entity with or corporations, into the Partnership or (iii) a sale, lease or conveyance or disposition of all or substantially all of the assets of this corporation Partnership’s assets, properties or the effectuation by the corporation of a transaction or series of related transactions in which more than 50% of the voting power of the corporation is disposed of (excluding the issuance of shares of Series A Preferred Stock pursuant to the Series A Preferred Stock Purchase Agreement and the issuance of Series B Preferred Stock pursuant to the Series B Preferred Stock Purchase Agreement), business shall be deemed to be a liquidation, dissolution or winding winding-up within of the meaning Partnership, unless (A) all or substantially all of this the proceeds thereof are distributed by the Partnership or (B) as a result of such event, the right of the holders of Series K Preferred Units to distribution as set forth in Section 25 hereof will be adversely affected or otherwise modified in which case a liquidation, dissolution or winding-up of the Partnership shall be deemed to have occurred).

Liquidation Preference. a. (a) In the event of any liquidation, dissolution dissolution, Deemed Liquidation (as hereinafter defined) or winding up of this corporationthe Corporation, either whether voluntary or involuntaryinvoluntary (a “Liquidation Event”), the holders of the Series A Preferred Stock and Series B Preferred Stock Stock, shall be entitled to receive, prior and in preference to any distribution of any of the assets assets, capital or surplus funds of this corporation the Corporation to the holders of the Company's Common Stock by reason of their ownership thereofStock, an amount per share equal to the sum of (i) $2.00 for each outstanding share of Series A Preferred Stock, (subject to appropriate adjustments for stock splits, stock dividends, combinations or other recapitalizations and hereafter referred to as the "Original Series A Issue Price"), (ii) $4.43 for each outstanding share of Series B Preferred Stock (subject to appropriate adjustments for stock splits, stock dividends, combinations or other recapitalizations and hereafter referred to as the "Original Series B Issue Price"), and (iii) an amount equal to declared but unpaid dividends on such 1.507 per share of Series A Preferred Stock (as adjusted for any stock dividends, combinations, splits or the like with respect to such share) (the “Series B Preferred Stock, as applicable. A Liquidation Preference”) If upon the occurrence of such eventa Liquidation Event, (i) the assets assets, capital and funds thus distributed among the holders of the Series A Preferred Stock and the Series B Preferred Stock shall be insufficient to permit the payment to such holders of the full aforesaid preferential amountsSeries A Liquidation Preference, then, then the entire assets and funds of the corporation Corporation legally available for distribution shall be distributed ratably among the holders of the Series A Preferred Stock and the Series B Preferred Stock in proportion to the aggregate liquidation preferences of the respective series, and ratably among Series A Liquidation Preference each such holder is otherwise entitled to receive or (ii) after payment to the holders of that series in proportion to the amount of such stock owned by each such holder. b. After the distributions described in subsection (a) above have been paidSeries A Preferred Stock their full Series A Liquidation Preference there shall remain assets, the remaining assets capital or funds of the corporation Corporation legally available for distribution to stockholders shall be distributed among the holders of the Corporation’s Common Stock, then unless the assets of the Corporation are not being liquidated in connection with such Liquidation Event, the holders of the Series A Preferred StockStock shall be entitled to receive a distribution of such remaining assets, Series B Preferred Stock and capital or funds ratably with the holders of the Common Stock pro rata based on the number of shares of Common Stock held by each (assuming conversion of all as if such Series A Preferred Stock and Series B Preferred had been converted into Common Stock). c. A consolidation or merger of this corporation with or into any other corporation or corporations, or a sale, conveyance or disposition of all or substantially all of the assets of this corporation or the effectuation by the corporation of a transaction or series of related transactions in which more than 50% of the voting power of the corporation is disposed of (excluding the issuance of shares of Series A Preferred Stock pursuant to the Series A Preferred Stock Purchase Agreement and the issuance of Series B Preferred Stock pursuant to the Series B Preferred Stock Purchase Agreement), shall be deemed to be a liquidation, dissolution or winding up within the meaning of this Section 2.

Liquidation Preference. a. In the event of Upon any voluntary or involuntary liquidation, dissolution or winding up of this corporation, either voluntary or involuntarythe affairs of the Corporation, the holders of Series A Preferred Stock and Series B Preferred Stock shall be are entitled to receive, prior and in preference to any distribution of any be paid out of the assets of this corporation the Corporation legally available for distribution to its stockholders, a liquidation preference of $25 per share (the "Liquidation Preference"), plus an amount equal to any accrued and unpaid dividends to the date of payment but without interest, before any distribution of assets is made to holders of Common Stock by reason or any other class or series of their ownership thereof, an amount per share equal stock of the Corporation that ranks junior to the sum of (i) $2.00 for each outstanding share of Series A Preferred StockStock as to liquidation rights. In the event that, (subject upon any such voluntary or involuntary liquidation, dissolution or winding up, the available assets of the Corporation are insufficient to appropriate adjustments for stock splits, stock dividends, combinations or other recapitalizations and hereafter referred to as pay the "Original Series A Issue Price"), (ii) $4.43 for each amount of the liquidating distributions on all outstanding share of Series B Preferred Stock (subject to appropriate adjustments for stock splits, stock dividends, combinations or other recapitalizations and hereafter referred to as the "Original Series B Issue Price"), and (iii) an amount equal to declared but unpaid dividends on such share shares of Series A Preferred Stock and the corresponding amounts payable on all stock of other classes or series of Preferred Stock of the Corporation ranking on a parity with the Series B A Preferred StockStock in the distribution of assets, as applicable. If upon the occurrence of such event, the assets and funds thus distributed among then the holders of shares of the Series A Preferred Stock and the Series B all other such classes or series of Preferred Stock shall be insufficient share ratably in any such distribution of assets in proportion to permit the payment to such holders of the full aforesaid preferential amounts, then, the entire assets and funds liquidating distributions to which they would otherwise be respectively entitled. Holders of the corporation legally available for distribution shall be distributed ratably among the holders shares of the Series A Preferred Stock and the Series B Preferred Stock in proportion will be entitled to the aggregate liquidation preferences written notice of any such liquidation. After payment of the respective seriesfull amount of the liquidating distributions to which they are entitled, and ratably among the holders of that series in proportion shares of Series A Preferred Stock will have no right or claim to the amount any of such stock owned by each such holder. b. After the distributions described in subsection (a) above have been paid, the remaining assets of the corporation available for distribution to stockholders shall be distributed among the holders of Series A Preferred Stock, Series B Preferred Stock and Common Stock pro rata based on the number of shares of Common Stock held by each (assuming conversion of all such Series A Preferred Stock and Series B Preferred Stock). c. A Corporation. The consolidation or merger of this corporation the Corporation with or into any other trust, corporation or corporationsentity or of any other corporation with or into the Corporation, or a the sale, lease or conveyance or disposition of all or substantially all of the assets of this corporation property or the effectuation by the corporation of a transaction or series of related transactions in which more than 50% business of the voting power of the corporation is disposed of (excluding the issuance of shares of Series A Preferred Stock pursuant to the Series A Preferred Stock Purchase Agreement and the issuance of Series B Preferred Stock pursuant to the Series B Preferred Stock Purchase Agreement)Corporation, shall not be deemed to be constitute a liquidation, dissolution or winding up within of the meaning of this Section 2Corporation.

Liquidation Preference. a. In the event of (a) Upon any liquidation, dissolution or winding up of this corporationthe Company, either whether voluntary or involuntary, but before any distribution or payment shall be made to the holders of any Common Stock, and in equal preference to the holders of the Series A Preferred and the Series B Preferred, the holders of Series A Preferred Stock and Series B C Preferred Stock shall be entitled to receive, prior and in preference to any distribution of any be paid out of the remaining assets of this corporation the Company legally available for distribution with respect to the holders each share of Common Series C Preferred Stock by reason of their ownership thereof, an amount per share equal to the sum of (i) $2.00 16.00 per share, as adjusted for each outstanding share of Series A Preferred Stock, (subject to appropriate adjustments for stock splits, any stock dividends, combinations or other recapitalizations and hereafter referred splits with respect to as such shares (the "Original Series A Issue PriceORIGINAL SERIES C ISSUE PRICE"), ) plus (ii) $4.43 for each outstanding share of Series B Preferred Stock (subject to appropriate adjustments for stock splits, stock dividends, combinations or other recapitalizations and hereafter referred to as the "Original Series B Issue Price"), and (iii) an amount equal to any declared but unpaid dividends on thereon (such share of Series A Preferred Stock or Series B Preferred Stocksum, as applicablethe "SERIES C LIQUIDATION VALUE"). If upon the occurrence of any such eventliquidation, the assets and funds thus distributed among the holders dissolution or winding up of the Series A Preferred Stock and the Series B Preferred Stock shall be insufficient to permit the payment to such holders of the full aforesaid preferential amounts, then, the entire assets and funds of the corporation legally available for distribution shall be distributed ratably among the holders of the Series A Preferred Stock and the Series B Preferred Stock in proportion to the aggregate liquidation preferences of the respective series, and ratably among the holders of that series in proportion to the amount of such stock owned by each such holder. b. After the distributions described in subsection (a) above have been paid, Company the remaining assets of the corporation Company available for distribution to its stockholders shall be distributed among insufficient to pay the holders of shares of Series A Preferred StockPreferred, Series B Preferred and Series C Preferred Stock the full liquidation amount to which each is entitled under the Series A and Common Stock pro rata based on B Designations and this Certificate, as the number case may be, then the holders of shares of Common Series A Preferred, Series B Preferred and Series C Preferred Stock shall share ratably in any distribution of the remaining assets of the Company in proportion to the respective amounts which would otherwise be payable in respect of the shares of such Preferred Stock held by each them upon such distribution if all amounts payable on or with respect to such shares were paid in full. (assuming conversion b) After payment in full of the liquidation amounts to which all such outstanding shares of Series A Preferred Stock and Preferred, Series B Preferred and Series C Preferred Stock are entitled, then the remaining assets of the Company legally available for distribution, if any, shall be distributed to the holders of Common Stock). c. (c) The following events shall be considered a liquidation for purposes of Section 3(a) above and Section 6 (a) below unless the holders of at least a majority of the voting power of all then outstanding shares of Series A Preferred, Series B Preferred and the Series C Preferred Stock, voting together as a single class, vote otherwise: (i) any merger, consolidation or merger other business combination of this corporation with the Company in which the stockholders of the Company immediately prior to such transaction will, immediately after such transaction (by virtue of securities issued in the transaction or into any other corporation or corporationsotherwise), or beneficially own (as determined pursuant to rule 13d-3 under the Securities Exchange Act of 1934, as amended (the "Exchange Act") capital stock representing less than fifty percent (50%) of the voting power of the surviving entity's voting stock immediately after such transaction; or (ii) a sale, conveyance or disposition sale of all or substantially all of the assets of this corporation the Company to any other entity, where the Company's stockholders immediately prior to such sale will, immediately after such sale (by virtue of securities issued as consideration for the Company's sale or otherwise), beneficially own (as determined pursuant to Rule 13d-3 under the effectuation by the corporation of a transaction or series of related transactions in which more Exchange Act) capital stock representing less than fifty percent (50% %) of the voting power of the corporation acquiring entity's voting stock. (d) In either of the events in Section 3(c) above, if the consideration received by the Company is disposed of other than cash, its value will be deemed its fair market value as determined in good faith by the Board. Any securities shall be valued as follows: (excluding i) Securities not subject to investment letter or other similar restrictions on free marketability covered by (ii) below: (A) If traded on a securities exchange or through the issuance of shares of Series A Preferred Stock pursuant to Nasdaq National Market, the Series A Preferred Stock Purchase Agreement and the issuance of Series B Preferred Stock pursuant to the Series B Preferred Stock Purchase Agreement), value shall be deemed to be the average of the closing prices of the securities on such quotation system over the thirty (30) day period ending three (3) days prior to the closing; (B) If actively traded over-the-counter, the value shall be deemed to be the average of the closing bid or sale prices (whichever is applicable) over the thirty (30) day period ending three (3) days prior to the closing; and (C) If there is no active public market, the value shall be the fair market value thereof, as mutually determined by the Board and the holders of at least a liquidationmajority of the voting power of all then outstanding shares of Series A Preferred, dissolution Series B Preferred and Series C Preferred Stock. (ii) The method of valuation of securities subject to investment letter or winding up within other restrictions on free marketability (other than restrictions arising solely by virtue of a stockholder's status as an affiliate or former affiliate) shall be to make an appropriate discount from the meaning market value determined as above in (i) (A), (B) or (C) to reflect the approximate fair market value thereof, as mutually determined by the Board and the holders of this Section 2at least a majority of the voting power of all then outstanding shares of Series A Preferred, Series B Preferred and Series C Preferred Stock.

Liquidation Preference. a. In the event of any liquidation, dissolution or winding up a Liquidation of this corporation, either voluntary or involuntarySpinCo, the holders of Series A the Preferred Stock and Series B Preferred Stock shall would be entitled to receive, prior to and in preference to any distribution of any of the assets of this corporation to the holders of the Common Stock, for each share of Preferred Stock by reason of their ownership thereofheld, an amount of proceeds equal to $1,000 per share equal to the sum of plus accrued but unpaid dividends. A (i) $2.00 for each merger or consolidation (other than one in which stockholders of SpinCo own a majority (by voting power) of the outstanding share shares of Series A Preferred Stock, (subject to appropriate adjustments for stock splits, stock dividends, combinations the surviving or other recapitalizations and hereafter referred to as the "Original Series A Issue Price"acquiring corporation), (ii) $4.43 for each outstanding share of Series B Preferred Stock (subject to appropriate adjustments for stock splitssale, stock dividendstransfer, combinations exclusive license or lease or other recapitalizations and hereafter referred to as the "Original Series B Issue Price"), and (iii) an amount equal to declared but unpaid dividends on such share of Series A Preferred Stock or Series B Preferred Stock, as applicable. If upon the occurrence of such event, the assets and funds thus distributed among the holders of the Series A Preferred Stock and the Series B Preferred Stock shall be insufficient to permit the payment to such holders of the full aforesaid preferential amounts, then, the entire assets and funds of the corporation legally available for distribution shall be distributed ratably among the holders of the Series A Preferred Stock and the Series B Preferred Stock in proportion to the aggregate liquidation preferences of the respective series, and ratably among the holders of that series in proportion to the amount of such stock owned by each such holder. b. After the distributions described in subsection (a) above have been paid, the remaining assets of the corporation available for distribution to stockholders shall be distributed among the holders of Series A Preferred Stock, Series B Preferred Stock and Common Stock pro rata based on the number of shares of Common Stock held by each (assuming conversion of all such Series A Preferred Stock and Series B Preferred Stock). c. A consolidation or merger of this corporation with or into any other corporation or corporations, or a sale, conveyance or disposition of all or substantially all of the assets of this corporation SpinCo, or the effectuation by the corporation (iii) acquisition of beneficial ownership of at least a transaction or series of related transactions in which more than 50% majority of the equity (measured by either voting power or economic interests) of SpinCo by a person or group (as that term is defined under Rule 13d-3 promulgated under the Securities Exchange Act of 1934) other than Wabtec and its subsidiaries, will be treated as a Liquidation, thereby triggering payment of the corporation preferences as described above. 1 The parties agree that the Dividend Rate is disposed intended to result in the Preferred Stock having a fair market value equal to par immediately following the Closing. If, as a result of changes taking place after the date of this amendment, the Dividend Rate would result in the Preferred Stock having a fair market value different than par immediately following the Closing, the parties will cooperate in good faith to adjust the Dividend Rate to the extent necessary for the Preferred Stock to have a fair market value equal to par. Voting Rights The Preferred Stock will have no voting rights, except (excluding i) for the right to elect one director to the SpinCo board of directors if the dividend has not been paid such that an arrearage of at least three full quarters of dividend payments exists (such board seat to remain until there is no arrearage) and (ii) as otherwise required by applicable law. The Preferred Stock will have class voting rights for amendments (including those effected by way of merger of SpinCo with another entity) that have an adverse discriminatory effect against the rights of the Preferred Stock relative to their effect on the rights of the other equity securities of SpinCo in any material respect. Optional Redemption The Preferred Stock will be redeemable, at the option of SpinCo, at any time following the seventh anniversary of the issuance of shares of Series A the Preferred Stock pursuant for a price equal to $1,000 per share plus accrued but unpaid dividends. No Mandatory Redemption The holders of the Preferred Stock will not have a right to require SpinCo to redeem the Preferred Stock. Transfer Restrictions The Preferred Stock will not be directly or indirectly transferrable prior to the Series A first anniversary of issuance. Thereafter, the Preferred Stock Purchase Agreement will be freely transferable, subject to any applicable securities laws, and upon any proposed transfer to any holder other than GE or a subsidiary thereof, such transfer shall be subject to the issuance written consent of Series B Wabtec (which consent shall not be unreasonably withheld, conditioned or delayed). Mergers For so long as the Preferred Stock pursuant to is outstanding, SpinCo will not merge or consolidate with any other person unless the Series B Preferred Stock Purchase Agreementeither remains outstanding or is exchanged for equivalent securities of the surviving or acquiring company (except if such transaction is treated as a Liquidation as described above), shall be deemed to be a liquidation, dissolution or winding up within the meaning of this Section 2.

Liquidation Preference. a. In the event of (a) Upon any voluntary or involuntary liquidation, dissolution dissolution, or winding up of this corporation, either voluntary or involuntarythe Corporation, the holders of the Series A Preferred Stock then outstanding are entitled to be paid, or have the Corporation declare and set apart for payment, out of the assets of the Corporation legally available for distribution to its stockholders, before any distribution of assets is made to holders of any Junior Stock, a liquidation preference per share of Series A Preferred Stock and Series B Preferred Stock shall be entitled to receive, prior and in preference to any distribution of any of the assets of this corporation to the holders of Common Stock by reason of their ownership thereof, an amount per share equal to the sum of (i) $2.00 for each outstanding share of Series A Preferred Stock, 1,000.00 (subject to appropriate adjustments for stock splits, stock dividends, combinations or other recapitalizations as may be adjusted in accordance with Section 7) and hereafter referred to as the "Original Series A Issue Price"), (ii) $4.43 for each outstanding share of Series B Preferred Stock (subject to appropriate adjustments for stock splits, stock dividends, combinations or other recapitalizations all accrued and hereafter referred to as the "Original Series B Issue Price"), and (iii) an amount equal to declared but unpaid dividends (the “Liquidation Preference”). (b) In the event that, upon any such voluntary or involuntary liquidation, dissolution or winding up, the available assets of the Corporation are insufficient to pay the full amount of the Liquidation Preference on such share all outstanding shares of Series A Preferred Stock or Series B Preferred and all shares of Parity Stock, as applicable. If upon the occurrence of such event, the assets and funds thus distributed among then the holders of the Series A Preferred Stock and the Series B Preferred all holders of such Parity Stock shall share ratably in any such distribution of assets in proportion to the full liquidation preference to which they would otherwise be insufficient to permit the respectively entitled. (c) After payment to such holders of the full aforesaid preferential amounts, thenamount of the Liquidation Preference to which they are entitled, the entire assets and funds holders of Series A Preferred Stock will have no right or claim to any of the corporation legally available for distribution shall be distributed ratably among remaining assets of the holders Corporation. (d) Upon the Corporation’s provision of written notice as to the effective date of any such liquidation, dissolution or winding up of the Corporation, accompanied by a check in the amount of the full Liquidation Preference to which each record holder of the Series A Preferred Stock and the Series B Preferred Stock in proportion to the aggregate liquidation preferences of the respective series, and ratably among the holders of that series in proportion to the amount of such stock owned by each such holder. b. After the distributions described in subsection (a) above have been paidis entitled, the remaining assets of the corporation available for distribution to stockholders shall be distributed among the holders of Series A Preferred Stock, Series B Preferred Stock and Common Stock pro rata based on the number of shares of Common Stock held by each (assuming conversion of all such Series A Preferred Stock shall no longer be deemed outstanding shares of stock of the Corporation and all rights of the holders of such shares will terminate. Such notice shall be given by first class mail, postage pre-paid, to each record holder of the Series B A Preferred Stock)Stock at the respective mailing addresses of such holders as the same shall appear on the stock transfer records of the Corporation. c. A (e) In determining whether a distribution (other than upon voluntary or involuntary liquidation), by distribution, redemption or other acquisition of the Corporation’s equity securities is permitted under Maryland 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 stockholders whose preferential rights on dissolution are superior to those receiving the distribution. (f) The consolidation or merger of this corporation the Corporation with or into any other corporation business enterprise or corporationsof any other business enterprise with or into the Corporation, or a the sale, lease or conveyance or disposition of all or substantially all of the assets of this corporation or the effectuation by the corporation of a transaction or series of related transactions in which more than 50% business of the voting power of the corporation is disposed of (excluding the issuance of shares of Series A Preferred Stock pursuant to the Series A Preferred Stock Purchase Agreement and the issuance of Series B Preferred Stock pursuant to the Series B Preferred Stock Purchase Agreement)Corporation, shall be deemed to be not constitute a liquidation, dissolution or winding up within of the meaning of this Section 2Corporation.

Liquidation Preference. a. (i) In the event of any liquidation, dissolution or winding up of this corporation, either voluntary or involuntary, the holders of Series B Preferred Stock shall be entitled to receive, prior and in preference to any distribution of any of the assets of this corporation to the holders of Series A Preferred Stock and Common Stock by reason of their ownership thereof, an amount per share equal to the sum of (i) two U.S dollars and seventy five point seven cents (U$2.75656) (as may be adjusted in accordance with Section 1.3 of the Series B Preferred Stock Purchase Agreement) for each outstanding share of Series B Preferred Stock (the “Original Series B Issue Price”) plus annual interest at the rate of 90 days LIBOR plus 1.0%, for the period that has passed since the date of the first issuance of any Series B Preferred Stock, plus (ii) all declared but unpaid dividends on such share (subject to adjustment of such fixed dollar amounts for any stock splits, stock dividends, combinations, recapitalizations or the like)(collectively, the “B Preference Amount”). If upon the occurrence of such event, the assets and funds thus distributed among the holders of the Series B Preferred Stock shall be insufficient to permit the payment to such holders of the full aforesaid B Preference Amount, then the entire assets and funds of this corporation legally available for distribution shall be distributed ratably among the holders of the Series B Preferred Stock in proportion to the amount of such stock owned by each such holder. (ii) Upon the completion of the distribution required by subsection (i) of this Section 2, the remaining assets of this corporation available for distribution to stockholders shall be distributed among the holders of Series A Preferred Stock in accordance with the provision of Section (II)(2)(ii) of this Article IV. In such event, the holders of Series A Preferred Stock shall be entitled to receive, prior and in preference to any distribution of any of the assets of this corporation to the holders of Common Stock by reason of their ownership thereof, an amount per share equal to the sum of (i) $2.00 one US dollar (U$1.0) for each outstanding share of Series A Preferred Stock, Stock (subject to appropriate adjustments for stock splits, stock dividends, combinations or other recapitalizations and hereafter referred to as the "“Original Series A Issue Price")”) plus annual interest at the rate of 90 days LIBOR plus 1.0%, for the period that has passed since the date of issuance of any Series A Preferred Stock, plus (ii) $4.43 for each outstanding share of Series B Preferred Stock (subject to appropriate adjustments for stock splits, stock dividends, combinations or other recapitalizations and hereafter referred to as the "Original Series B Issue Price"), and (iii) an amount equal to all declared but unpaid dividends on such share (subject to adjustment of Series such fixed dollar amounts for any stock splits, stock dividends, combinations, recapitalizations or the like)(collectively, the “A Preferred Stock or Series B Preferred Stock, as applicablePreference Amount”). If upon the occurrence of such event, the such remaining assets and funds thus distributed of this corporation available for distribution among the holders of the Series A Preferred Stock and the Series B Preferred Stock shall be insufficient to permit the payment to such holders of the full aforesaid preferential amountsA Preference Amount, then, then the entire remaining assets and funds of the this corporation legally available for distribution shall be distributed ratably among the holders of the Series A Preferred Stock and the Series B Preferred Stock in proportion to the aggregate liquidation preferences of the respective series, and ratably among the holders of that series in proportion to the amount of such stock owned by each such holder. Notwithstanding the foregoing, the respective Preference Amounts shall not be payable, if upon a liquidation or deemed liquidation, the funds or assets available for distribution yield (i) in respect of each share of Series B Preferred Stock, three times the Original Series B Issue Price; and (ii) in respect of each share of Series A Preferred Stock, four times the Original Series A Issue Price, In such event, the holders of Preferred Stock shall not be entitled to their respective Preference Amounts and shall participate ratably with the holders of Common Stock as described in Section 2(iii) below. b. After (iii) Upon the distributions described in subsection completion of the distribution required by subsections (ai) above have been paidand (ii) of this Section 2, the remaining assets of the this corporation available for distribution to stockholders shall be distributed among the holders of Series A B Preferred Stock, Series B A Preferred Stock and Common Stock pro rata based on the number of shares of Common Stock held by each (assuming conversion of all such Series A Preferred Stock and Series B Preferred Stockon an as-converted basis). c. A consolidation or merger of this corporation with or into any other corporation or corporations, or a sale, conveyance or disposition of all or substantially all of the assets of this corporation or the effectuation by the corporation of a transaction or series of related transactions in which more than 50% of the voting power of the corporation is disposed of (excluding the issuance of shares of Series A Preferred Stock pursuant to the Series A Preferred Stock Purchase Agreement and the issuance of Series B Preferred Stock pursuant to the Series B Preferred Stock Purchase Agreement), shall be deemed to be a liquidation, dissolution or winding up within the meaning of this Section 2.

Liquidation Preference. a. In the event of any liquidation, dissolution or winding up of this corporation, either voluntary or involuntary, the holders of Series A Preferred Stock and Series B Preferred Stock shall be entitled to receive, prior and in preference to any distribution of any of the assets of this corporation to the holders of Common Stock by reason of their ownership thereof, an amount per share equal to the sum of (i) $2.00 for each outstanding share of Series A Preferred Stock, Stock (subject to appropriate adjustments for stock splits, stock dividends, combinations or other recapitalizations and hereafter referred to as the "Original Series A Issue Price"), ) and (ii) $4.43 for each outstanding share of Series B Preferred Stock (subject to appropriate adjustments for stock splits, stock dividends, combinations or other recapitalizations and hereafter referred to as the "Original Series B Issue Price"), and (iii) an amount equal to declared but unpaid dividends on such share of Series A Preferred Stock or Series B Preferred Stock, as applicableshare. If upon the occurrence of such event, the assets and funds thus distributed among the holders of the Series A Preferred Stock and the Series B Preferred Stock shall be insufficient to permit the payment to such holders of the full aforesaid preferential amounts, then, the entire assets and funds of the corporation legally available for distribution shall be distributed ratably among the holders of the Series A Preferred Stock and the Series B Preferred Stock in proportion to the aggregate liquidation preferences of the respective series, and ratably among the holders of that series in proportion to the amount of such stock owned by each such holder. b. After the distributions described in subsection (a) above have been paid, the remaining assets of the corporation available for distribution to stockholders shareholders shall be distributed among the holders of Series A Preferred Stock, Series B Preferred Stock and Common Stock pro rata based on the number of shares of Common Stock held by each (assuming conversion of all such Series A Preferred Stock and Series B Preferred Stock). c. A consolidation or merger of this corporation with or into any other corporation or corporations, or a sale, conveyance or disposition of all or substantially all of the assets of this corporation or the effectuation by the corporation of a transaction or series of related transactions in which more than 50% of the voting power of the corporation is disposed of (excluding the issuance of shares of Series A Preferred Stock pursuant to the Series A Preferred Stock Purchase Agreement and the issuance of Series B Preferred Stock pursuant to the Series B Preferred Stock Purchase Agreement), shall be deemed to be a liquidation, dissolution or winding up within the meaning of this Section 2.

Liquidation Preference. a. In the event of any liquidation, dissolution or winding up of this corporationthe Company, either whether voluntary or involuntary, the holders each share of Series A Preferred Stock and Series B C Preferred Stock shall be entitled to receive, prior and in preference to any distribution out of any legally available assets of the assets of this corporation to the holders of Common Stock by reason of their ownership thereofCompany, an amount per share equal to the sum of (i) $2.00 for each outstanding share of Series A Preferred Stock, (subject to appropriate adjustments for stock splits, stock dividends, combinations or other recapitalizations and hereafter referred to as the "Original Series A Issue Price"), (ii) $4.43 for each outstanding share of Series B Preferred Stock (subject to appropriate adjustments for stock splits, stock dividends, combinations or other recapitalizations and hereafter referred to as the "Original Series B Issue Price"), and (iii) a preferential distribution in cash in an amount equal to declared but the Stated Value plus any unpaid dividends on such share of Series A Preferred Stock or Series B Preferred Stock, as applicableto which it is entitled. If upon the occurrence of such event, the assets and funds thus distributed among the holders of the Series A Preferred Stock and the Series B Preferred Stock shall be insufficient to permit the payment to such holders of the full aforesaid preferential amounts, then, the entire assets and funds of the corporation legally available for distribution shall be distributed ratably among the holders of the Series A Preferred Stock and the Series B Preferred Stock in proportion to the aggregate liquidation preferences of the respective series, and ratably among the holders of that series in proportion to the amount of such stock owned by each such holder. b. After the distributions described in subsection (a) above have been paid, the remaining assets of the corporation available for distribution to stockholders shall be distributed among the holders of Series A Preferred Stock, Series B Preferred Stock and Common Stock pro rata based on the number of shares of Common Stock held by each (assuming conversion of all such Series A Preferred Stock and Series B Preferred Stock). c. A consolidation Consolidation or merger of this corporation with or into any other corporation or corporations, or a sale, conveyance or disposition sale of all or substantially all of the assets of this corporation or the effectuation by the corporation of a transaction or series of related transactions in which more than 50% of the voting power of the corporation is disposed of (excluding the issuance of shares of Series A Preferred Stock pursuant to the Series A Preferred Stock Purchase Agreement and the issuance of Series B Preferred Stock pursuant to the Series B Preferred Stock Purchase Agreement), Company shall be deemed to not be a liquidation, dissolution or winding up within of the meaning Company. Ranking: Junior to the Company’s Series A-1 Senior Convertible Preferred Stock, Series A-2 Senior Convertible Preferred Stock and Series B Senior Convertible Preferred Stock (the “Senior Preferred Stock”) with respect to any distributions upon liquidation, dissolution or winding up of this Section 2the Company. Senior to Common Stock with respect to any distributions upon liquidation, dissolution, winding up of the Company. The Company shall be permitted to issue new capital stock that is senior to or pari passu with the Series C Preferred Stock with respect to distributions upon liquidation, dissolution or winding up and other rights. While any bankruptcy event is pending: (i) there shall be no dividends or other distributions on shares of Common Stock or other securities that do not, by their terms, rank senior to or pari passu with the Series C Preferred Stock (“Junior Stock”) or any purchase, redemption, retirement or other acquisition for value or other payment in respect of Junior Stock unless the Series C Preferred Stock is paid its Stated Value plus any dividends to which it is entitled in full; and (ii) there shall be no such dividends, distributions, purchases, redemptions, retirement, acquisitions or payments on Junior Stock in each case in cash unless the Series C Preferred Stock has first been paid in full in cash its Stated Value plus any unpaid dividends to which it is entitled.

Liquidation Preference. a. (a) In the event of any liquidation, dissolution or winding up of this corporationthe Corporation, either voluntary or involuntary, the holders of the Series A Preferred Stock and Series B Preferred Stock shall be entitled to receive, prior and in preference to any distribution of any assets of the assets of this corporation Corporation to the holders of the Common Stock by reason or any other class or series of their ownership thereofshares except any class or series which is entitled to priority over the Series A Preferred, an the amount of $1,000 per share equal to the sum of (i) $2.00 for each outstanding share of Series A Preferred Stock, (subject to appropriate adjustments for stock splits, stock dividends, combinations or other recapitalizations and hereafter referred to as the "Original Series A Issue Price"), (ii) $4.43 for each outstanding share of Series B Preferred Stock (subject to appropriate adjustments for stock splits, stock dividends, combinations or other recapitalizations and hereafter referred to as the "Original Series B Issue Price"), and (iii) an amount equal to declared plus any accrued but unpaid dividends on such share of Series A Preferred Stock or Series B Preferred Stock, as applicable. If upon (the occurrence of such event, the assets and funds thus distributed among the holders of the Series A Preferred Stock and the Series B Preferred Stock shall be insufficient to permit the payment to such holders of the full aforesaid preferential amounts, then, the entire assets and funds of the corporation legally available for distribution shall be distributed ratably among the holders of the Series A Preferred Stock and the Series B Preferred Stock in proportion to the aggregate liquidation preferences of the respective series, and ratably among the holders of that series in proportion to the amount of such stock owned by each such holder. b. After the distributions described in subsection (a) above have been paid, the remaining assets of the corporation available for distribution to stockholders shall be distributed among the holders of Series A Preferred Stock, Series B Preferred Stock and Common Stock pro rata based on the number of shares of Common Stock held by each (assuming conversion of all such Series A Preferred Stock and Series B Preferred Stock"Liquidation Preference"). c. A (b) Subject to the last sentence of this Section 3(b), a consolidation or merger of this corporation the Corporation with or into any other corporation or corporations, or a sale, conveyance or disposition sale of all or substantially all of the assets of this corporation or the effectuation by Corporation, shall, at the corporation of a transaction or series of related transactions in which more than 50% option of the voting power holders of the corporation is disposed of (excluding the issuance of shares of Series A Preferred Stock pursuant to the Series A Preferred Stock Purchase Agreement and the issuance of Series B Preferred Stock pursuant to the Series B Preferred Stock Purchase Agreement)Preferred, shall be deemed to be a liquidation, dissolution or winding up within the meaning of this Section 23 if the shares of stock of the Corporation (along with all derivative securities) outstanding immediately prior to such transaction represent immediately after such transaction less than a majority of the voting power of the surviving corporation (or of the acquirer of the Corporation's assets in the case of a sale of assets). Such option may be exercised by the vote or written consent of holders of a majority of the Series A Preferred at any time within thirty calendar days after written notice of the essential terms of such transaction shall have been given to the holders of the Series A Preferred as provided in Section 8 hereof. Such notice shall be given by the Corporation immediately following determination of such essential terms. If such option is exercised, the holders of the Series A Preferred shall be entitled to receive, in cash, immediately upon the occurrence of such transaction, an amount per share equal to the Liquidation Preference. This Section shall not apply to a business combination in which substantially all the Common Stock of the Corporation is converted into or exchanged for voting common stock of the corporation surviving such business combination, if (i) such common stock of the surviving corporation is listed and traded on The Nasdaq Stock Market or the New York Stock Exchange, and (ii) the Board of Directors of the Corporation determines in good faith that the conversion rights and other rights and preferences of the Series A Preferred are preserved and not rendered of less value by the terms of such business combination.

Liquidation Preference. a. (a) In the event of any voluntary or involuntary liquidation, dissolution dissolution, or winding up of this corporation, either voluntary or involuntarythe Company, the holders of Series A Preferred Stock and Series B Preferred Stock Holders then outstanding shall be entitled to receivebe paid out of the assets of the Company available for distribution to its shareholders, after and subject to the payment in full of all amounts required to be distributed to the holders of any class or series of stock of the Company ranking on liquidation prior and in preference to the Series B Preferred Stock, but before any distribution of any of the assets of this corporation payment shall be made to the holders of Common Stock by reason of their ownership thereofor any other Junior Shares, an amount per share equal to the sum of (i) $2.00 for each outstanding US$0.16 per share of Series A B Preferred Stock, on a converted basis (subject i.e., an amount equal to appropriate adjustments for stock splits, stock dividends, combinations or other recapitalizations and hereafter referred to as the "Original Series A Issue Price"), (ii) $4.43 for US$0.16 per share per each outstanding share of Series Common Stock issuable upon conversion of the share of series B Preferred Stock (subject to appropriate adjustments for adjustment in the event of any stock splitsdividend, stock dividendssplit, combinations combination or other recapitalizations and hereafter referred to as the "Original Series B Issue Price"similar recapitalization affecting such shares), and (iii) an amount equal to declared but unpaid dividends on such share of Series A Preferred Stock or Series B Preferred Stock, as applicable. If upon any such liquidation, dissolution, or winding up of the occurrence Company the remaining assets of such eventthe Company available for distribution to its shareholders shall be insufficient to pay the Holders the full amount to which they shall be entitled, the assets Holders and funds thus distributed among the holders any other class or series of the Series A Preferred Stock and stock ranking on liquidation on a parity with the Series B Preferred Stock shall be insufficient to permit the payment to such holders share ratably in any distribution of the full aforesaid preferential amounts, then, the entire remaining assets and funds of the corporation legally available for distribution shall Company in proportion to the respective amounts which would otherwise be distributed ratably among the holders payable in respect of the shares held by them upon such distribution if all amounts payable on or with respect to such shares were paid in full. The Common Stock shall constitute Junior Shares hereunder and may not be converted into shares of any other class or series. (b) After the payment of all preferential amounts required to be paid to the Holders and any other class or series of stock of the Company ranking on liquidation on a parity with the Series A B Preferred Stock and Stock, upon the dissolution, liquidation or winding up of the Company, the Series B Preferred Stock in proportion shall participate (on an as-converted to the aggregate liquidation preferences of the respective series, and ratably among Common Stock basis) with the holders of that series in proportion to the amount of such stock owned by each such holder. b. After the distributions described in subsection (a) above have been paid, the remaining assets of the corporation available for distribution to stockholders shall be distributed among the holders of Series A Preferred Stock, Series B Preferred Stock and Common Stock pro rata based on the number of shares of Common Stock held by each (assuming conversion then outstanding in the remaining assets and funds of all such Series A Preferred Stock and Series B Preferred Stock)the Company available for distribution to its shareholders after the payment of any preferential amount otherwise payable on any capital stock of the Company. c. A (c) The consolidation or merger of this corporation the Company with or into any other corporation or corporations, or a salethe reduction of the capital stock of the Company, conveyance or disposition the sale of transfer by the Company of all or substantially all any part of the assets of this corporation or the effectuation by the corporation of a transaction or series of related transactions in which more than 50% of the voting power of the corporation is disposed of (excluding the issuance of shares of Series A Preferred Stock pursuant to the Series A Preferred Stock Purchase Agreement and the issuance of Series B Preferred Stock pursuant to the Series B Preferred Stock Purchase Agreement)its assets, shall be deemed to be a liquidation, dissolution or winding up within liquidation of the meaning of this Section 2Company.

Liquidation Preference. a. (a) In the event of any Change of Control (as defined in Section 10), liquidation, dissolution or winding winding-up of this corporationthe Corporation, either whether voluntary or involuntary, before any payment or distribution of the Corporation’s property or assets (whether capital or surplus) shall be made to or set apart for the holders of Junior Securities, the holders of Series A Preferred Stock and Series B Preferred Stock shall be entitled to receive, prior and in preference to any distribution of any of the assets of this corporation to the holders of Common Stock by reason of their ownership thereof, receive an amount per share of Series A Preferred Stock equal to the sum greater of (i) $2.00 for each outstanding share 10.00 (which amount shall be appropriately adjusted in the event of any stock split, stock combination or other similar recapitalization of the Series A Preferred Stock, ) (subject to appropriate adjustments for stock splits, stock dividends, combinations or other recapitalizations the “Stated Value”) and hereafter referred to as the "Original Series A Issue Price"), (ii) $4.43 for each outstanding share the amount and type of Series B Preferred Stock (subject to appropriate adjustments for stock splits, stock dividends, combinations or other recapitalizations and hereafter referred to as the "Original Series B Issue Price"), and (iii) an amount equal to declared but unpaid dividends on consideration such share of Series A Preferred Stock would be entitled to receive pursuant to the Change of Control, liquidation, dissolution or Series B Preferred Stockwinding-up of the Corporation assuming that such share had been converted into shares of Common Stock in a Deemed Conversion. If, as applicable. If upon any Change of Control, liquidation, dissolution or winding-up of the occurrence of such eventCorporation, the Corporation’s assets, or proceeds thereof, distributable among the holders of Series A Preferred Stock and any Parity Securities are insufficient to pay in full the aggregate amount of the liquidation preference payable in respect of all outstanding shares of Series A Preferred Stock and Parity Securities, such assets and funds thus or the proceeds thereof shall be distributed among the holders of the Series A Preferred Stock and Parity Securities ratably in proportion to the Series B Preferred Stock shall be insufficient to permit the payment to such holders respective amounts of the full aforesaid preferential amounts, then, the entire assets and funds liquidation preference that would be payable on such shares of the corporation legally available for distribution shall be distributed ratably among the holders of the Series A Preferred Stock and the Series B Preferred Stock Parity Securities if all such amounts were paid in proportion full. (b) Subject to the aggregate liquidation preferences rights of the respective series, and ratably among the holders of that series any Parity Securities, after payment shall have been made in proportion full to the amount of such stock owned by each such holder. b. After the distributions described in subsection (a) above have been paid, the remaining assets of the corporation available for distribution to stockholders shall be distributed among the holders of Series A Preferred Stock, Series B Preferred Stock and Common Stock pro rata based on the number of shares of Common Stock held by each (assuming conversion of all such Series A Preferred Stock and Series B Preferred Stock). c. A consolidation or merger of this corporation with or into any other corporation or corporations, or a sale, conveyance or disposition of all or substantially all of the assets of this corporation or the effectuation by the corporation of a transaction or series of related transactions in which more than 50% of the voting power of the corporation is disposed of (excluding the issuance of shares of Series A Preferred Stock pursuant to this Section 4, the holders of Junior Securities shall be entitled to receive all remaining assets of the Corporation, subject to the respective terms applying thereto, in the same type of consideration that the holders of Series A Preferred Stock Purchase Agreement and the issuance of Series B Preferred Stock received pursuant to the Series B Preferred Stock Purchase Agreement), shall be deemed to be a liquidation, dissolution or winding up within the meaning of this Section 24.

Liquidation Preference. a. In the event of (a) Upon any voluntary or involuntary liquidation, dissolution or winding up of this corporationthe affairs of the Corporation, either voluntary the holders of shares of Series A Preferred Stock are entitled to be paid out of the assets of the Corporation legally available for distribution to its shareholders a liquidation preference of $25.00 per share (the “Liquidation Preference”), plus an amount equal to any accrued and unpaid dividends to, but excluding, the date of payment (whether or involuntarynot declared), but without interest, before any distribution of assets is made to holders of common stock or any other class or series of capital stock of the Corporation that ranks junior to the Series A Preferred Stock as to liquidation rights. However, the holders of the shares of Series A Preferred Stock will not be entitled to receive the Liquidation Preference, plus any accrued and unpaid dividends, of such shares until the Liquidation Preference of any other series or class of the Corporation’s capital stock hereafter issued which ranks senior as to liquidation rights to the Series A Preferred Stock has been paid in full. The holders of Series A Preferred Stock and all series or classes of the Corporation’s capital stock which rank on a parity as to liquidation rights with the Series A Preferred Stock are entitled to share ratably, in accordance with the respective preferential amounts payable on such capital stock, in any distribution (after payment of the liquidation preference of any capital stock of the Corporation that ranks senior to the Series A Preferred Stock as to liquidation rights) which is not sufficient to pay in full the aggregate of the amounts payable thereon. Holders of Series A Preferred Stock will be entitled to written notice of any event triggering the right to receive such Liquidation Preference. After payment of the full amount of the Liquidation Preference, plus any accrued and unpaid dividends to which they are entitled, the holders of Series A Preferred Stock and Series B Preferred Stock shall be entitled to receive, prior and in preference will have no right or claim to any distribution of any of the assets of this corporation to the holders of Common Stock by reason of their ownership thereof, an amount per share equal to the sum of (i) $2.00 for each outstanding share of Series A Preferred Stock, (subject to appropriate adjustments for stock splits, stock dividends, combinations or other recapitalizations and hereafter referred to as the "Original Series A Issue Price"), (ii) $4.43 for each outstanding share of Series B Preferred Stock (subject to appropriate adjustments for stock splits, stock dividends, combinations or other recapitalizations and hereafter referred to as the "Original Series B Issue Price"), and (iii) an amount equal to declared but unpaid dividends on such share of Series A Preferred Stock or Series B Preferred Stock, as applicable. If upon the occurrence of such event, the assets and funds thus distributed among the holders of the Series A Preferred Stock and the Series B Preferred Stock shall be insufficient to permit the payment to such holders of the full aforesaid preferential amounts, then, the entire assets and funds of the corporation legally available for distribution shall be distributed ratably among the holders of the Series A Preferred Stock and the Series B Preferred Stock in proportion to the aggregate liquidation preferences of the respective series, and ratably among the holders of that series in proportion to the amount of such stock owned by each such holder. b. After the distributions described in subsection (a) above have been paid, the remaining assets of the corporation available for distribution to stockholders shall be distributed among the holders of Series A Preferred Stock, Series B Preferred Stock and Common Stock pro rata based on the number of shares of Common Stock held by each (assuming conversion of all such Series A Preferred Stock and Series B Preferred Stock). c. A Corporation. The consolidation or merger of this corporation the Corporation with or into any other corporation, trust or entity or of any other corporation with or corporationsinto the Corporation, or a the sale, lease or conveyance or disposition of all or substantially all of the assets of this corporation property or the effectuation by the corporation of a transaction or series of related transactions in which more than 50% business of the voting power of the corporation is disposed of (excluding the issuance of shares of Series A Preferred Stock pursuant to the Series A Preferred Stock Purchase Agreement and the issuance of Series B Preferred Stock pursuant to the Series B Preferred Stock Purchase Agreement)Corporation, shall not be deemed to be constitute a liquidation, dissolution or winding up within of the meaning Corporation. (b) In determining whether a distribution to holders of this Section 2Series A Preferred Stock (other than upon voluntary or involuntary liquidation) by dividend, redemption or other acquisition of shares of stock of the Corporation or otherwise is permitted under the FBCA, 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 distribution of holders of shares of stock of the Corporation whose preferential rights upon dissolution are superior to those receiving the distribution.

Liquidation Preference. a. In the event of any voluntary or involuntary liquidation, dissolution or winding winding-up of this corporationthe Corporation, either voluntary or involuntary, the holders each holder of Series A Preferred Stock and Series B Preferred Stock shall be entitled to receive, prior and in preference to any distribution of any receive out of the assets of the Corporation available for distribution to stockholders of the Corporation, before any distribution of assets is made on the common stock, par value $0.01 per share, of the Corporation (the “Common Stock”) or on any other class or series of stock of the Corporation that is not Parity Stock or Senior Stock (each as defined below), but after distributions of assets on each class or series of stock of the Corporation (including any series of Preferred Stock established after the date this corporation Certificate of Designation becomes effective) the terms of which expressly provide that such class or series ranks senior to the holders Series A Preferred Stock as to distribution of Common Stock by reason assets upon the liquidation, winding-up or dissolution of their ownership thereofthe Corporation (“Senior Stock”), an amount per share equal to the sum of (i) $2.00 for each outstanding 0.01 per share of Series A Preferred Stock. If, (subject to appropriate adjustments for stock splitsupon any voluntary or involuntary liquidation, stock dividendsdissolution, combinations or other recapitalizations and hereafter referred to as winding-up of the "Original Series A Issue Price")Corporation, (ii) $4.43 for each outstanding share the Corporation’s assets, or proceeds thereof, distributable among the holders of Series B Preferred Stock (subject to appropriate adjustments for stock splits, stock dividends, combinations or other recapitalizations and hereafter referred to as the "Original Series B Issue Price"), and (iii) an amount equal to declared but unpaid dividends on such share of Series A Preferred Stock are insufficient to pay in full the preferential amount aforesaid and the liquidation preference on any class or series of stock of the Corporation (including any series of Preferred Stock established after the date this Certificate of Designation becomes effective) the terms of which expressly provide that such class or series ranks pari passu with the Series B A Preferred Stock, Stock as applicable. If to distribution of assets upon the occurrence liquidation, winding-up or dissolution of the Corporation (“Parity Stock”), then such eventassets, or the assets and funds thus proceeds thereof, shall be distributed among the holders of the Series A Preferred Stock and any other Parity Stock equally and ratably in proportion to the respective amounts that would be payable on such shares of Series B A Preferred Stock and any such other Parity Stock if all amounts payable thereon were paid in full. Neither the voluntary sale, conveyance, exchange or transfer, for cash, shares of stock, securities or other consideration, of all or substantially all of the Corporation’s property or assets, nor the merger or consolidation of the Corporation with or into any corporation or other entity or the merger or consolidation of any corporation or other entity with or into the Corporation shall be insufficient deemed to permit be a voluntary or involuntary liquidation, dissolution of winding-up of the Corporation. After the payment to such the holders of Series A Preferred Stock of the full aforesaid preferential amountsamounts provided for above, then, the entire assets and funds such holders as such shall have no right or claim to any of the corporation legally available for distribution shall be remaining assets of the Corporation. If any assets of the Corporation distributed ratably among the to holders of the Series A Preferred Stock and the Series B Preferred Stock in proportion to the aggregate liquidation preferences of the respective series, and ratably among the holders of that series in proportion to the amount of such stock owned by each such holder. b. After the distributions described in subsection (a) above have been paid, the remaining assets of the corporation available for distribution to stockholders shall be distributed among the holders of Series A Preferred Stock, Series B Preferred Stock and Common Stock pro rata based on the number of shares of Common Stock held by each (assuming conversion of all such Series A Preferred Stock and Series B Preferred Stock). c. A consolidation or merger of this corporation connection with or into any other corporation or corporations, or a sale, conveyance or disposition of all or substantially all of the assets of this corporation or the effectuation by the corporation of a transaction or series of related transactions in which more than 50% of the voting power of the corporation is disposed of (excluding the issuance of shares of Series A Preferred Stock pursuant to the Series A Preferred Stock Purchase Agreement and the issuance of Series B Preferred Stock pursuant to the Series B Preferred Stock Purchase Agreement), shall be deemed to be a liquidation, dissolution dissolution, or winding up within of the meaning Corporation are other than cash, then the value of this Section 2such assets shall be their fair market value as determined in good faith by written resolution of the Board of Directors.

Liquidation Preference. a. (a) In the event of any voluntary or involuntary liquidation, dissolution or winding up of this corporation, either voluntary or involuntarythe affairs of the Company, the holders of shares of Series A Preferred Stock then outstanding will be entitled to be paid out of the assets of the Company available for distribution to its stockholders an amount equal to $3.0625 for each share of Series A Preferred Stock outstanding (such amount, as it may be adjusted from time to time to give effect to any stock splits or combinations, recapitalizations or other similar events, the "Liquidation Value") plus an amount equal to all accumulated but unpaid dividends thereon to the date fixed for the liquidation, dissolution or winding up, before any payment is made or any assets distributed to the holders of any of the Junior Stock. (b) Except as provided in Section 4(a) hereof, holders of Series A Preferred Stock and Series B Preferred Stock shall will not be entitled to receive, prior and in preference to any distribution in the event of any liquidation, dissolution or winding up of the affairs of the Company. If the assets of this corporation the Company are not sufficient to pay in full the liquidation payments payable to the holders of Common outstanding shares of Series A Preferred Stock by reason and any shares of their ownership thereofParity Stock, an amount per then the holders of all such shares will share ratably in accordance with the respective amounts to which the holders of outstanding shares of Series A Preferred Stock and any Parity Stock would be entitled if all amounts payable thereon were paid in full. (c) The liquidation payment with respect to each outstanding fractional share of Series A Preferred Stock (if any) will be equal to a ratably proportionate amount of the sum of (i) $2.00 for liquidation payment with respect to each outstanding share of Series A Preferred Stock, (subject to appropriate adjustments for stock splits, stock dividends, combinations or other recapitalizations and hereafter referred to as the "Original Series A Issue Price"), (ii) $4.43 for each outstanding share of Series B Preferred Stock (subject to appropriate adjustments for stock splits, stock dividends, combinations or other recapitalizations and hereafter referred to as the "Original Series B Issue Price"), and (iii) an amount equal to declared but unpaid dividends on such share of Series A Preferred Stock or Series B Preferred Stock, as applicable. If upon the occurrence of such event, the assets and funds thus distributed among the holders of the Series A Preferred Stock and the Series B Preferred Stock shall be insufficient to permit the payment to such holders of the full aforesaid preferential amounts, then, the entire assets and funds of the corporation legally available for distribution shall be distributed ratably among the holders of the Series A Preferred Stock and the Series B Preferred Stock in proportion to the aggregate liquidation preferences of the respective series, and ratably among the holders of that series in proportion to the amount of such stock owned by each such holder. b. After the distributions described in subsection (a) above have been paid, the remaining assets of the corporation available for distribution to stockholders shall be distributed among the holders of Series A Preferred Stock, Series B Preferred Stock and Common Stock pro rata based on the number of shares of Common Stock held by each (assuming conversion of all such Series A Preferred Stock and Series B Preferred Stock). c. A consolidation or merger of this corporation with or into any other corporation or corporations, or a sale, conveyance or disposition of all or substantially all of the assets of this corporation or the effectuation by the corporation of a transaction or series of related transactions in which more than 50% of the voting power of the corporation is disposed of (excluding the issuance of shares of Series A Preferred Stock pursuant to the Series A Preferred Stock Purchase Agreement and the issuance of Series B Preferred Stock pursuant to the Series B Preferred Stock Purchase Agreement), shall be deemed to be a liquidation, dissolution or winding up within the meaning of this Section 2.

Liquidation Preference. a. In the event of any liquidation, dissolution dissolution, or winding up of this corporationthe Corporation, either voluntary or involuntary, distributions to the shareholders of the Corporation shall be made in the following manner: (a) After payment of the "Preference Amount" (as defined in Paragraph (a) -- Series A Convertible Preferred Stock" of Article 2 of the Corporation's Restated Articles of Incorporation, and referred to herein as the "Series A Preference Amount") has been made to the holders of the Series A Preferred, the holders of Series A Preferred Stock and Series B Preferred Stock then outstanding shall be entitled to receive, prior and in preference to any distribution of any of the assets or surplus funds of this corporation the Corporation to the holders of Common Stock the Common, by reason of their ownership thereofof such stock, an amount per share equal to the sum of (i) $2.00 for each outstanding share of Series A B Preferred Stockthen held by them equal to $335.00 appropriately adjusted for any combinations, (subject to appropriate adjustments for stock splitsconsolidations, stock dividends, combinations distributions or other recapitalizations and hereafter stock dividends or splits with respect to such shares plus all declared but unpaid dividends thereon (hereinafter such amount shall be referred to as the "Original Series A Issue PriceB Preference Amount"), (ii) $4.43 for each outstanding share of Series B Preferred Stock (subject to appropriate adjustments for stock splits, stock dividends, combinations or other recapitalizations and hereafter referred to as the "Original Series B Issue Price"), and (iii) an amount equal to declared but unpaid dividends on such share of Series A Preferred Stock or Series B Preferred Stock, as applicable. If upon the occurrence of such eventevent of liquidation, dissolution or winding up, the assets and funds thus property legally available to be distributed among the holders of the Series A Preferred Stock and the Series B Preferred Stock shall be insufficient to permit the payment to such holders of the full aforesaid preferential amountsSeries B Preference Amount, then, then the entire assets and funds property of the corporation Corporation legally available for distribution shall be distributed ratably among the holders of the Series B Preferred in accordance with the Series B Preference Amount. (b) After payment has been made to the holders of the Series A Preferred Stock and the holders of the Series B Preferred of the full amounts to which they shall be entitled as aforesaid, all remaining assets available for distribution, if any, shall be distributed ratably among the holders of the Common, the Series A Preferred and the Series B Preferred Stock in proportion to the aggregate liquidation preferences shares of Common then held by them and the shares of Common which they then have the right to acquire upon conversion of the respective series, and ratably among the holders of that series in proportion to the amount of such stock owned by each such holder. b. After the distributions described in subsection (a) above have been paid, the remaining assets of the corporation available for distribution to stockholders shall be distributed among the holders shares of Series A Preferred Stock, Series B Preferred Stock and Common Stock pro rata based on the number of shares of Common Stock held by each (assuming conversion of all such Series A Preferred Stock and Series B Preferred Stock)Preferred, as the case may be, then held by them. c. A consolidation or merger (c) For purposes of this corporation Section 4, a merger or consolidation of the Corporation with or into any other corporation or corporations, or the merger of any other corporation or corporations into the Corporation, in which consolidation or merger the shareholders of the Corporation receive distributions in cash or securities of another corporation or corporations as a saleresult of such consolidation or merger, conveyance or disposition a sale of all or substantially all of the assets of this corporation or the effectuation by the corporation of a transaction or series of related transactions in which more than 50% of the voting power of the corporation is disposed of (excluding the issuance of shares of Series A Preferred Stock pursuant to the Series A Preferred Stock Purchase Agreement and the issuance of Series B Preferred Stock pursuant to the Series B Preferred Stock Purchase Agreement)Corporation, shall not be deemed to be treated as a liquidation, dissolution or winding up within of the meaning Corporation, unless both (i) the shareholders of this Corporation receive in such consolidation, merger or sale of assets less than fifty percent (50%) of the voting equity securities of the successor or surviving corporation and (ii) the amount of cash and/or securities received by the shareholders of this Corporation is less than the total liquidation preference of the Series B Preferred as set forth in Section 24(a), in which case such consolidation, merger or sale of assets shall be treated as a liquidation, dissolution or winding up. The valuation of any securities or other property other than cash received by the Corporation in any transaction covered by this Section 4(c) shall be computed at the fair value thereof at the time of receipt as determined in good faith by the Board of Directors. (d) The holders of Series B Preferred shall have no priority or preference with respect to distributions made by the Corporation in connection with the repurchase of shares of Common issued to or held by employees, directors or consultants upon termination of their employment or services pursuant to agreements providing for the right of said repurchase between the Corporation and such persons.

Liquidation Preference. a. (a) In the event of any liquidation, dissolution or winding up of this corporationthe affairs of the Company, either whether voluntary or involuntaryotherwise, after payment or provision for payment of the debts and other liabilities of the Company, the holders of Series A A-1 Increasing Rate Preferred Stock and Series B Preferred Stock Shares shall be entitled to receive, prior in cash, out of the remaining assets of the Company legally available therefor, the amount of One Thousand Dollars ($1,000.00) for each Series A-1 Increasing Rate Preferred Share, plus an amount equal to all distributions accrued and in preference unpaid on each such share up to the date of such distribution of assets, before any distribution of any of the assets of this corporation shall be made to the holders of Common Stock by reason Shares or any other shares of their ownership thereof, an amount per share equal beneficial interest of the Company ranking (as to any such distribution of assets) junior to the sum of (i) $2.00 for each outstanding share of Series A A-1 Increasing Rate Preferred Stock, (subject to appropriate adjustments for stock splits, stock dividends, combinations or other recapitalizations and hereafter referred to as the "Original Series A Issue Price"), (ii) $4.43 for each outstanding share of Series B Preferred Stock (subject to appropriate adjustments for stock splits, stock dividends, combinations or other recapitalizations and hereafter referred to as the "Original Series B Issue Price"), and (iii) an amount equal to declared but unpaid dividends on such share of Series A Preferred Stock or Series B Preferred Stock, as applicableShares. If upon any liquidation, dissolution or winding up of the occurrence of such eventCompany, the assets and funds thus distributed distributable among the holders of Series A-1 Increasing Rate Preferred Shares and all other classes and series of preferred shares ranking (as to any such distribution of assets) on a parity with the Series A A-1 Increasing Rate Preferred Stock and the Series B Preferred Stock shall be Shares are insufficient to permit the payment in full to such the holders of the full aforesaid all such shares of all preferential amountsamounts payable to all such holders, then, then the entire assets and funds of the corporation legally available for distribution Company thus distributable shall be distributed ratably among the holders of Series A-1 Increasing Rate Preferred Shares and such other classes and series of preferred shares ranking (as to any such distribution of assets) on a parity with the Series A A-1 Increasing Rate Preferred Stock and the Series B Preferred Stock Shares in proportion to the aggregate respective amounts that would be payable per share if such assets were sufficient to permit payment in full. (b) For purposes of this Section 14.5, a distribution of assets in any dissolution, winding up or liquidation preferences shall not include (i) any consolidation of merger of the respective series, and ratably among the holders of that series in proportion to the amount of such stock owned by each such holder. b. After the distributions described in subsection (a) above have been paid, the remaining assets of the corporation available for distribution to stockholders shall be distributed among the holders of Series A Preferred Stock, Series B Preferred Stock and Common Stock pro rata based on the number of shares of Common Stock held by each (assuming conversion of all such Series A Preferred Stock and Series B Preferred Stock). c. A consolidation or merger of this corporation Company with or into any other corporation, (ii) any dissolution, liquidation, winding up or reorganization of the Company immediately followed by incorporation of another corporation to which such assets are distributed or corporations, (iii) a sale or a sale, conveyance or other disposition of all or substantially all of the Company's assets to another corporation; provided, however, that, in each case, effective provision is made in the charter of the resulting and surviving corporation or otherwise for the recognition, preservation and protection of the rights of the holders of Series A-1 Increasing Rate Preferred Shares. (c) After the payment of the full preferential amounts provided for herein to the holders of Series A-1 Increasing Rate Preferred Shares or funds necessary for such payment have been set aside in trust for the holders thereof, such holders shall be entitled to no other or further participation in the distribution of the assets of this corporation the Company. (d) 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 effectuation by Company were to be dissolved at the corporation of a transaction or series of related transactions in which more than 50% time of the voting power distribution, to satisfy the preferential rights upon dissolution of shareholders whose preferential rights on dissolution are superior to those receiving the distribution; provided, however, if the Company were to be dissolved at the time of the corporation is disposed distribution and, after giving effect to amounts that would be needed to satisfy the preferential rights upon dissolution of (excluding shareholders whose preferential rights on dissolution are superior to those receiving the issuance distribution, the Company would not have been permitted to make such distribution by dividend, redemption or other acquisition of shares of Series A Preferred Stock pursuant Shares or otherwise under the Maryland General Corporation Law if such law were applicable to the Series A Preferred Stock Purchase Agreement and Company, then the issuance holders of Series B Preferred Stock pursuant to the Series B A-1 Increasing Rate Preferred Stock Purchase Agreement), Shares shall be deemed have the right to be a liquidation, dissolution immediately convert all or winding up within any of the meaning Series A-1 Increasing Rate Preferred Shares into Common Shares in accordance with the provisions of this Section 214.6 below.

Liquidation Preference. a. (a) In the event of any liquidation, dissolution or winding winding-up of this corporationthe Corporation, either whether voluntary or involuntary, after payment or distribution of the assets of the Corporation (whether capital or surplus) shall be made to or set apart for the holders of Senior Securities, and before any payment or distribution of the assets of the Corporation (whether capital or surplus) shall be made to or set apart for the holders of Junior Securities, the holders of the shares of Series A C Preferred Stock and Series B D Preferred Stock taken together shall be entitled to receive, prior receive an amount in cash equal to the greater of (x) the aggregate Liquidation Preferences (as set forth herein and in preference the Series D Designation) of the shares of Series C Preferred Stock and Series D Preferred Stock as of the date of liquidation, or (y) the aggregate amount that would have been received with respect to the shares of Series C Preferred Stock and Series D Preferred Stock if such stock had been converted to Common Stock immediately prior to such liquidation, dissolution or winding-up. If, upon any distribution liquidation, dissolution or winding-up of any of the Corporation, the assets of this corporation to the holders of Common Stock by reason of their ownership Corporation, or proceeds thereof, an amount per share equal shall be insufficient to pay in full the sum aforesaid amounts under clause (x) of the preceding sentence and liquidating payments on all Parity Securities, then such assets, or proceeds thereof, shall (i) $2.00 for each outstanding share of Series A Preferred Stock, (subject to appropriate adjustments for stock splits, stock dividends, combinations or other recapitalizations and hereafter referred to as the "Original Series A Issue Price"), (ii) $4.43 for each outstanding share of Series B Preferred Stock (subject to appropriate adjustments for stock splits, stock dividends, combinations or other recapitalizations and hereafter referred to as the "Original Series B Issue Price"), and (iii) an amount equal to declared but unpaid dividends on such share of Series A Preferred Stock or Series B Preferred Stock, as applicable. If upon the occurrence of such event, the assets and funds thus be distributed among the holders shares of the Series A C Preferred Stock and the Series B D Preferred Stock shall taken together and all such other Parity Securities ratably in accordance with the respective amounts that would be insufficient to permit the payment to payable on such holders shares of the full aforesaid preferential amounts, then, the entire assets and funds of the corporation legally available for distribution shall be distributed ratably among the holders of the Series A Preferred Stock and any such other Parity Securities if all amounts payable thereon were paid in full and (ii) the amount distributable under clause (i) to the Series B Preferred Stock in proportion to the aggregate liquidation preferences of the respective series, and ratably among the holders of that series in proportion to the amount of such stock owned by each such holder. b. After the distributions described in subsection (a) above have been paid, the remaining assets of the corporation available for distribution to stockholders shall be distributed among the holders of Series A Preferred Stock, Series B Preferred Stock and Common Stock pro rata based on the number of shares of Common Stock held by each (assuming conversion of all such Series A C Preferred Stock and Series B D Preferred Stock taken together, shall first be distributed to the Series C Preferred Stock until it has received an amount equal to the aggregate Preference Amounts of all Series C Preferred Stock outstanding as of the date of liquidation and thereafter 37.5% to the Series C Preferred Stock and 62.5% to the Series D Preferred Stock). c. A consolidation . If, upon any liquidation, dissolution or merger winding-up of the Corporation, the assets of the Corporation, or proceeds thereof, distributable to the Series C Preferred Stock and Series D Preferred Stock taken together shall be sufficient to pay in full the aforesaid amounts under clause (x) of the first sentence of this corporation subsection 5(a) then such amount shall first be distributed to the Series C Preferred Stock until it has received an amount equal to the aggregate Preference Amounts of all Series C Preferred Stock outstanding as of the date of liquidation and thereafter 37.5% to the Series C Preferred Stock and 62.5% to the Series D Preferred Stock. Any amounts distributed with or into any other corporation or corporationsrespect to the Series C Preferred Stock pursuant to this paragraph 5(a) shall be allocated pro rata among the shares of Series C Preferred Stock. For the purposes of this paragraph 5, or a neither the sale, conveyance conveyance, exchange or disposition transfer (for cash, shares of stock, securities or other consideration) of all or substantially all of the property or assets of this corporation the Corporation nor the consolidation or the effectuation by the corporation of a transaction or series of related transactions in which more than 50% merger of the voting power of the corporation is disposed of (excluding the issuance of shares of Series A Preferred Stock pursuant to the Series A Preferred Stock Purchase Agreement and the issuance of Series B Preferred Stock pursuant to the Series B Preferred Stock Purchase Agreement), Corporation with or into one or more other entities shall be deemed to be a liquidation, dissolution or winding winding-up within of the meaning Corporation. (b) Subject to the rights of the holders of any Parity Securities, after payment shall have been made in full to the holders of the Series C Preferred Stock and the Series D Preferred Stock taken together, as provided in this Section 2paragraph 5, any other series or class or classes of Junior Securities shall, subject to the respective terms and provisions (if any) applying thereto, be entitled to receive any and all assets remaining to be paid or distributed, and the holders of the Series C Preferred Stock, Series D Preferred Stock and any Parity Securities shall not be entitled to share therein.

Liquidation Preference. a. In the event of Upon any voluntary or involuntary liquidation, dissolution or winding up of this corporationthe Corporation, either voluntary or involuntary, the holders of Series A Preferred Stock and the Series B Preferred Stock shall be entitled to receivebe paid, prior and in preference to before any distribution of or payment is made upon any of the assets of this corporation to the holders of Common Stock by reason of their ownership thereofJunior Securities, an amount per share in cash equal to the sum aggregate Liquidation Value of (i) $2.00 for each all such Series B Preferred Stock outstanding share on the date of Series A Preferred Stocksuch liquidation, (subject to appropriate adjustments for stock splitsdissolution or winding up, stock dividends, combinations or other recapitalizations and hereafter referred to as the "Original Series A Issue Price"), (ii) $4.43 for each outstanding share holders of Series B Preferred Stock (subject shall not be entitled to appropriate adjustments for stock splits, stock dividends, combinations or other recapitalizations and hereafter referred to as the "Original Series B Issue Price"), and (iii) an amount equal to declared but unpaid dividends on such share of Series A Preferred Stock or Series B Preferred Stock, as applicableany further payment. If upon any such liquidation, dissolution or winding up of the occurrence of such eventCorporation, the Corporation’s assets and funds thus (or proceeds thereof) to be distributed among the holders of the Series A B Preferred Stock and any Parity Securities are insufficient to permit payment in full to such holders of the aggregate amount which they are entitled to be paid, then the entire assets to be distributed shall be distributed ratably among such holders based upon, in the case of holders of the Series B Preferred Stock, the aggregate Liquidation Value of the Series B Preferred Stock shall be insufficient to permit the payment to such holders of the full aforesaid preferential amounts, then, the entire assets and funds of the corporation legally available for distribution shall be distributed ratably among the holders of the Series A Preferred Stock and the Series B Preferred Stock in proportion to the aggregate liquidation preferences of the respective series, and ratably among the holders of that series in proportion to the amount of such stock owned held by each such holder. b. After holder on the distributions described date of such liquidation, dissolution or winding up and, in subsection (a) above have been paidthe case of holders of any Parity Securities, the remaining assets liquidation preference and accumulated and unpaid dividends which they are entitled to pursuant to such Parity Securities. The Corporation shall mail written notice of such liquidation, dissolution or winding up, not less than 10 days prior to the corporation available for distribution payment date statement therein, to stockholders shall be distributed among the holders each record holder of Series A Preferred Stock, Series B Preferred Stock and Common Stock pro rata based on the number of shares of Common Stock held by each (assuming conversion of all such Series A Preferred Stock and Series B Preferred Stock). c. A . Neither the consolidation or merger of this corporation the Corporation into or with or into any other corporation Person or corporationsPersons, or a sale, conveyance or disposition of all or substantially all nor the reduction of the assets of this corporation or the effectuation by the corporation of a transaction or series of related transactions in which more than 50% capital stock of the voting power of the corporation is disposed of (excluding the issuance of shares of Series A Preferred Stock pursuant to the Series A Preferred Stock Purchase Agreement and the issuance of Series B Preferred Stock pursuant to the Series B Preferred Stock Purchase Agreement)Corporation, shall be deemed to be a liquidation, dissolution or winding up of the Corporation within the meaning of this Section 25.

Liquidation Preference. a. In the event of any liquidation, dissolution or winding up of this corporation, either voluntary or involuntary, the holders of shares of Series A B Preferred Stock shall be entitled to receive-, prior and in preference to any distribution of any of the assets of this corporation available for distribution to the stockholders, to the holders of shares of Common Stock or any other class of capital stock ranking junior to the Series B Preferred Stock by reason of their ownership thereof, an amount per share equal to (i) $1.00 for each outstanding share of Series B Preferred Stock (the "Original Series B Issue Price"), as adjusted to reflect any share split, dividend, combination, reclassification or similar event involving the Series B Preferred Stock, plus (ii) an amount per share equal to eight percent (8%) of the Original Series B Issue Price, from the date of issuance to the date of distribution, compounded annually. The holders of shares of Series C Preferred Stock shall be entitled to receive, prior and in preference to any distribution of any of the assets of this corporation available for distribution to the stockholders, to the holders of shares of Common Stock or any other class of capital stock ranking junior to the Series C Preferred Stock by reason of their ownership thereof, an amount per share equal to the sum of (i) $2.00 1.75 for each outstanding share of Series A C Preferred Stock, Stock (subject to appropriate adjustments for stock splits, stock dividends, combinations or other recapitalizations and hereafter referred to as the "Original Series A C Issue Price"), as adjusted to reflect any share split, dividend, combination, reclassification or similar event involving the Series C Preferred Stock, plus (ii) an amount per share equal to eight percent (8%) of the Original Series C Issue Price, from the date of issuance to the date of distribution, compounded annually. The holders of shares of Series M Preferred Stock shall be entitled to receive, prior and in preference to any distribution of any of the assets of this corporation available for distribution to the stockholders, to the holders of shares of Common Stock or any other class of capital stock ranking junior to the Series M Preferred Stock by reason of their ownership thereof, an amount per share equal to $4.43 6.00 for each outstanding share of Series B M Preferred Stock (subject to appropriate adjustments for stock splits, stock dividends, combinations or other recapitalizations and hereafter referred to as the "Original Series B M Issue Price"), and (iii) an amount equal as adjusted to declared but unpaid dividends on such reflect any share of split, dividend, combination, reclassification or similar event involving the Series A Preferred Stock or Series B M Preferred Stock, as applicable. If upon the occurrence of such event, the assets and funds thus to be distributed hereunder among the holders of shares of the Series A B Preferred Stock, Series C Preferred Stock and the Series B M Preferred Stock shall be insufficient to permit the payment to such holders of the full aforesaid preferential amounts, then, then the entire assets and funds of the corporation legally available for distribution shall be distributed ratably among the holders of shares of the Series A B Preferred Stock, Series C Preferred Stock and the Series B M Preferred Stock in proportion to the aggregate liquidation preferences of the respective series, and ratably among the holders of that series in proportion to the preferential amount of such stock owned by each such holderholder is entitled to receive pursuant to this Section C.2.a. b. After the distributions described in subsection completion of the distribution required by subparagraph (a) above have been paidof this Section C.2 and any other distribution which may be required with respect to series of Preferred Stock which may from time to time come into existence, the remaining assets of the this corporation available for distribution to stockholders shall be distributed among the holders of Series A Preferred Stock, Series B Preferred Stock and shares of Common Stock pro rata based on the number of shares of Common Stock held by each (assuming conversion of all such Series A Preferred Stock and Series B Preferred Stock)each. c. A consolidation Whenever the distribution provided for in this Section C.2. shall be payable in property other than cash, the dollar amount of such distribution shall be the fair market value of such property at the time of distribution as determined in good faith by the Board of Directors. d. The Corporation shall mail written notice of any liquidation or dissolution or winding down not less than thirty days prior to the payment date stated therein to each record holder of shares of Preferred Stock. Any (i) acquisition of the corporation by means of merger or other form of this corporate reorganization in which outstanding shares of the corporation with are exchanged for securities or into any other consideration issued by the acquiring corporation or corporationsits subsidiary (other than a mere reincorporation transaction), or a (ii) sale, conveyance or disposition of all or substantially all of the assets of this corporation or (iii) the effectuation by the corporation of a transaction or series of related transactions in which more than 50% of the voting power of the corporation is disposed of (excluding other than the issuance Public Offering as defined herein) (clauses (i), (ii) and (iii) are referred to herein as a "Sale of shares of Series A Preferred Stock pursuant to the Series A Preferred Stock Purchase Agreement and the issuance of Series B Preferred Stock pursuant to the Series B Preferred Stock Purchase AgreementCorporation"), shall be deemed to be a liquidation, dissolution or winding up within the meaning of this Section 2C.2.

Liquidation Preference. a. In the event of any liquidation, dissolution or winding up or a Trade Sale (unless otherwise determined or elected by the Supermajority Preferred Shareholders), the assets of this corporationthe Company legally available for distribution shall be distributed among the Shareholders in the following order and manner (from subclauses (a) to (d)): (a) first, either voluntary or involuntarypay any costs, fees, expenses and the debts owed in connection with the liquidation as required by applicable Laws (such as wages, adviser’s fees, etc.); (b) second, if after the distribution in accordance with subclause (a) above, there are still remaining assets available for distribution, each of the holders of the then outstanding Series A Preferred Stock and Series B Preferred Stock Shares shall be entitled to receivereceive for each Series A Preferred Share held thereby, prior and in preference to any distribution of any of the assets or surplus funds of this corporation the Company to the holders of Common Stock by reason of their ownership thereof, an amount per share equal to the sum of (i) $2.00 for each outstanding share of Series A Preferred Stock, (subject to appropriate adjustments for stock splits, stock dividends, combinations or other recapitalizations and hereafter referred to as the "Original Series A Issue Price"), (ii) $4.43 for each outstanding share of Series B Preferred Stock (subject to appropriate adjustments for stock splits, stock dividends, combinations or other recapitalizations and hereafter referred to as the "Original Series B Issue Price"), and (iii) an amount equal to declared but unpaid dividends on such share of Series A Preferred Stock or Series B Preferred Stock, as applicable. If upon the occurrence of such event, the assets and funds thus distributed among the holders of the Series Pre-A Preferred Stock Shares and holders of Ordinary Shares, an amount equal to the higher of (i) its Series B A Issue Price (as adjusted for any share splits, share dividends, combinations, recapitalizations or similar transactions) plus all dividends declared but unpaid with respect thereto (as adjusted for any share splits, share dividends, combinations, recapitalizations or similar transactions) and (ii) the amount which such holder is entitled to in respect of such Series A Preferred Stock shall be Share, assuming that such Series A Preferred Share is converted into Ordinary Shares. If there is insufficient asset to permit make payment of the payment foregoing amounts in full to such all holders of the then outstanding Series A Preferred Shares, then such assets shall be distributed among such holders simultaneously, ratably in proportion to the full aforesaid preferential amountsamounts to which they would otherwise be respectively entitled thereon; (c) third, thenif after the distribution in accordance with subclauses (a) and (b) above, there are still remaining assets available for distribution, each of the entire holders of the then outstanding Series Pre-A Preferred Shares shall be entitled to receive for each Series Pre-A Preferred Share held thereby, prior and in preference to any distribution of any of the assets and or surplus funds of the corporation legally Company to the holders of Ordinary Shares, an amount equal to the higher of (i) its Series Pre-A Issue Price (as adjusted for any share splits, share dividends, combinations, recapitalizations or similar transactions) plus all dividends declared but unpaid with respect thereto (as adjusted for any share splits, share dividends, combinations, recapitalizations or similar transactions) and (ii) the amount which such holder is entitled to in respect of such Series Pre-A Preferred Share, assuming that such Series Pre-A Preferred Share is converted into Ordinary Shares. If there is insufficient asset to make payment of the foregoing amounts in full to all holders of the then outstanding Series Pre-A Preferred Shares, then such assets shall be distributed among such holders simultaneously, ratably in proportion to the full amounts to which they would otherwise be respectively entitled thereon; and (d) fourth, if after the distribution in accordance with subclauses (a) to (c) above, there are still remaining assets available for distribution, any remaining assets available for distribution shall be distributed ratably among to the holders of outstanding Ordinary Shares (for avoidance of doubt, no holders of the Series A Preferred Stock and Shares or the Series B Pre-A Preferred Stock Shares shall be entitled to participate in proportion such distribution in accordance with this Clause 13.1(d)). If there is insufficient asset to the aggregate liquidation preferences make payment of the respective series, and ratably among the foregoing amounts in full to all holders of that series in proportion to the amount of Ordinary Shares, then such stock owned by each such holder. b. After the distributions described in subsection (a) above have been paid, the remaining assets of the corporation available for distribution to stockholders shall be distributed among the holders of Series A Preferred StockOrdinary Shares, Series B Preferred Stock and Common Stock pro rata based on the number of shares of Common Stock held by each (assuming conversion of all such Series A Preferred Stock and Series B Preferred Stock). c. A consolidation or merger of this corporation with or into any other corporation or corporations, or a sale, conveyance or disposition of all or substantially all of the assets of this corporation or the effectuation by the corporation of a transaction or series of related transactions ratably in which more than 50% of the voting power of the corporation is disposed of (excluding the issuance of shares of Series A Preferred Stock pursuant proportion to the Series A Preferred Stock Purchase Agreement and the issuance of Series B Preferred Stock pursuant full amounts to the Series B Preferred Stock Purchase Agreement), shall which they would otherwise be deemed to be a liquidation, dissolution or winding up within the meaning of this Section 2respectively entitled thereon.

Liquidation Preference. a. In Unless waived by the event vote or written consent of any liquidationthe holders of at least (I) a majority of the outstanding shares of each of the Series A Preferred Stock, dissolution Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock and Series E Preferred Stock and (II) at least sixty-six and two-thirds percent (66 2/3%) of Series F Preferred Stock (voting separately as a separate class and on an as-converted basis), upon a Liquidation Event (as defined below) or winding up of this corporation, either voluntary or involuntaryan Extraordinary Transaction (as defined below), the holders of Series A Preferred Stock and Series B outstanding shares of Preferred Stock shall be entitled to receive, prior and in preference to any distribution of any be paid out of the assets of this corporation the Corporation available for distribution to stockholders, whether such assets are capital, surplus or earnings, as follows: (i) Each holder of outstanding shares of Series F Preferred Stock shall be entitled to be paid, before any amount shall be paid or distributed to the holders of Common Junior Preferred Stock by reason or to the holders of their ownership thereofJunior Stock, an amount in cash equal to (A) $2.72 per share equal with respect to the sum of Series F Preferred Stock (i) $2.00 for each outstanding share of Series A Preferred Stock, (subject to appropriate adjustments adjusted appropriately for stock splits, stock dividends, combinations or other recapitalizations and hereafter referred the like with respect to as the "Original Series A Issue Price"F Preferred Stock) plus (B) any accumulated, but unpaid, dividends, including without limitation, the Series F Preferred Dividends (collectively, the “Series F Liquidation Amount”), . (ii) Following payment of the Series F Liquidation Amount, each holder of outstanding shares of Junior Preferred Stock shall be entitled to be paid, before any amount shall be paid or distributed to the holders of Junior Stock, an amount in cash equal to: (A) $4.43 for each outstanding 0.4464 per share of with respect to the Series B A Preferred Stock (subject to appropriate adjustments adjusted appropriately for stock splits, stock dividends, combinations or other recapitalizations and hereafter referred the like with respect to as the "Original Series B Issue Price"), and (iii) an amount equal to declared but unpaid dividends on such share of Series A Preferred Stock or Series B Preferred Stock, as applicable. If upon the occurrence of such event, the assets and funds thus distributed among the holders of the Series A Preferred Stock and Stock), $0.6524 per share with respect to the Series B Preferred Stock shall be insufficient (adjusted appropriately for stock splits, stock dividends, recapitalizations and the like with respect to permit the payment to such holders of the full aforesaid preferential amounts, then, the entire assets and funds of the corporation legally available for distribution shall be distributed ratably among the holders of the Series A Preferred Stock and the Series B Preferred Stock), $0.8500 per share with respect to the Series C Preferred Stock (adjusted appropriately for stock splits, stock dividends, recapitalizations and the like with respect to the Series C Preferred Stock), $2.4318 per share with respect to the Series D Preferred Stock (adjusted appropriately for stock splits, stock dividends, recapitalizations and the like with respect to the Series D Preferred Stock) and $2.5594 per share with respect to the Series E Preferred Stock (adjusted appropriately for stock splits, stock dividends, recapitalizations and the like with respect to the Series E Preferred Stock) plus (B) any accumulated but unpaid dividends, including, without limitation, the Junior Preferred Dividends to which such holder of Junior Preferred Stock is then entitled (the applicable sum of clauses (A) and (B) being referred to herein as the applicable “Junior Preferred Liquidation Amount”), provided that if, upon any Liquidation Event or Extraordinary Transaction, the amounts payable with respect to the Junior Preferred Liquidation Amount as provided in this Section A.4 are not paid in full, the holders of Junior Preferred Stock shall share ratably in any distribution of assets in proportion to the aggregate liquidation preferences full respective preferential amounts to which they are entitled. (iii) Upon the completion of the respective seriesdistributions required by Section A.4(a)(i) and Section A.4(a)(ii) above, and ratably among the holders of that series in proportion to the amount of such stock owned by each such holder. b. After the distributions described in subsection (a) above have been paid, the any remaining assets of the corporation available for distribution to stockholders shall be distributed among the holders of Series A Preferred Stock, Series B Preferred 1 Stock and Common Stock pro rata based on the number of shares of Common Stock held by each (assuming full conversion of all such Preferred Stock and Series 1 Stock) (the “Residual Liquidation Amount” and, together with the Junior Preferred Liquidation Amount and the Series F Liquidation Amount, the “Total Liquidation Amount”) until, with respect to each series of Preferred Stock, such holders shall have received the applicable Participation Cap (as defined below), including amounts paid pursuant to Section A.4(a)(i)(A) with respect to the Series F Preferred Stock and Section A.4(a)(ii)(A) with respect to the Junior Preferred Stock but excluding amounts paid pursuant to Section A.4(a)(i)(B) with respect to the Series F Preferred Stock and Section A.4(a)(ii)(B) with respect to the Junior Preferred Stock; thereafter, if assets remain for distribution, the holders of the Series 1 Stock and Common Stock of this corporation shall receive all of the remaining assets pro rata based on the number of shares of Common Stock held by each (assuming full conversion of all such Series 1 Stock). For purposes of this Ninth Amended and Restated Certificate of Incorporation, “Participation Cap” shall mean $1.3392 for the Series A Preferred Stock and Stock, $1.9572 for the Series B Preferred Stock, $1.7000 for the Series C Preferred Stock, $6.0795 for the Series D Preferred Stock, $6.3985 for the Series E Preferred Stock and $6.80 for the Series F Preferred Stock (each as adjusted for any stock splits, stock dividends, combinations, recapitalizations or the like with respect to such series of Preferred Stock). c. A consolidation or merger of this corporation with or into any other corporation or corporations, or a sale, conveyance or disposition of all or substantially all of the assets of this corporation or the effectuation by the corporation of a transaction or series of related transactions in which more than 50% of the voting power of the corporation is disposed of (excluding the issuance of shares of Series A Preferred Stock pursuant to the Series A Preferred Stock Purchase Agreement and the issuance of Series B Preferred Stock pursuant to the Series B Preferred Stock Purchase Agreement), shall be deemed to be a liquidation, dissolution or winding up within the meaning of this Section 2.

Liquidation Preference. a. (a) The liquidation rights of the 6% Preferred shall rank pari passu with the Class C Preferred Stock of the Corporation. In the event of any liquidation, dissolution or winding up of this corporationthe Corporation, either voluntary or involuntary, the holders of Series A the 6% Preferred Stock and Series B Preferred Stock shall be entitled to receive, prior and in preference to any distribution of any assets of the assets of this corporation Corporation to the holders of the Common Stock by reason or any other class or series of their ownership thereof, an amount per share equal shares except any class or series which is entitled to priority over the 6% Preferred and except for ratable distribution to the sum of (i) $2.00 for each outstanding share of Series A Class C Preferred Stock, (subject to appropriate adjustments for stock splits, stock dividends, combinations or other recapitalizations and hereafter referred to as the "Original Series A Issue Price"), (ii) amount of $4.43 for each outstanding 1,000 per share of Series B Preferred Stock (subject to appropriate adjustments for stock splits, stock dividends, combinations or other recapitalizations and hereafter referred to as the "Original Series B Issue Price"), and (iii) an amount equal to declared plus any accrued but unpaid dividends on such share plus any amounts accrued but unpaid under Section 1.4(b)(iv) of Series A the Preferred Stock or Series B Preferred Stock, as applicable. If upon the occurrence of such event, the assets and funds thus distributed among the holders Investment Agreement under which shares of the Series A 6% Preferred Stock and were originally issued (the Series B Preferred Stock shall be insufficient to permit the payment to such holders of the full aforesaid preferential amounts, then, the entire assets and funds of the corporation legally available for distribution shall be distributed ratably among the holders of the Series A Preferred Stock and the Series B Preferred Stock in proportion to the aggregate liquidation preferences of the respective series, and ratably among the holders of that series in proportion to the amount of such stock owned by each such holder. b. After the distributions described in subsection (a) above have been paid, the remaining assets of the corporation available for distribution to stockholders shall be distributed among the holders of Series A Preferred Stock, Series B Preferred Stock and Common Stock pro rata based on the number of shares of Common Stock held by each (assuming conversion of all such Series A Preferred Stock and Series B Preferred Stock"Liquidation Preference"). c. A (b) Subject to the last sentence of this Section, a consolidation or merger of this corporation the Corporation with or into any other corporation or corporations, or a sale, conveyance or disposition sale of all or substantially all of the assets of this corporation or the effectuation by Corporation, shall, at the corporation of a transaction or series of related transactions in which more than 50% option of the voting power holders of the corporation is disposed of (excluding the issuance of shares of Series A Preferred Stock pursuant to the Series A Preferred Stock Purchase Agreement and the issuance of Series B Preferred Stock pursuant to the Series B Preferred Stock Purchase Agreement)6% Preferred, shall be deemed to be a liquidation, dissolution or winding up within the meaning of this Section 22 if the shares of stock of the Corporation (along with all derivative securities) outstanding immediately prior to such transaction represent immediately after such transaction less than a majority of the voting power of the surviving corporation (or of the acquirer of the Corporation's assets in the case of a sale of assets). Such option may be exercised by the vote or written consent of holders of a majority of the 6% Preferred at any time within thirty calendar days after written notice of the essential terms of such transaction shall have been given to the holders of the 6% Preferred as provided in Section 5 hereof. Such notice shall be given by the Corporation immediately following determination of such essential terms. If such option is exercised, the holders of the 6% Preferred shall be entitled to receive, in cash, immediately upon the occurrence of such transaction, an amount per share equal to the Liquidation Preference divided by the difference between 100% and the Applicable Percentage determined pursuant to Section 4 hereof. This Section shall not apply to a business combination in which the Common Stock of the Corporation is converted solely into or exchanged solely for voting common stock of the corporation surviving such business combination, if (i) such common stock of the surviving corporation is listed and traded on the NASDAQ National Market, the American Stock Exchange or the New York Stock Exchange, and (ii) the Board of Directors of the Corporation determines in good faith that the conversion rights and other rights and preferences of the 6% Preferred are preserved and not rendered of less value by the terms of such business combination.

Liquidation Preference. a. (a) In the event of any liquidation, dissolution or winding up of this corporationthe Corporation, either whether voluntary or involuntary, the holders of Series A Preferred Stock and the Series B Preferred Stock shall be entitled to receive, prior and in preference to any distribution of any of the assets or surplus funds of this corporation the Corporation to the holders of any other shares of Preferred Stock and Common Stock by reason of their ownership thereof, an the amount of $2.25 per share equal to the sum of (i) $2.00 as adjusted for each outstanding share of Series A Preferred Stock, (subject to appropriate adjustments for stock splits, any stock dividends, combinations or other recapitalizations and hereafter referred splits with respect to as the "Original Series A Issue Price"such shares), (ii) $4.43 for each outstanding share of Series B Preferred Stock (subject to appropriate adjustments for stock splits, stock dividends, combinations plus all accrued or other recapitalizations and hereafter referred to as the "Original Series B Issue Price"), and (iii) an amount equal to declared but unpaid dividends on such share for each shares of Series A Preferred B Stock or Series B Preferred Stock, as applicablethen held by them. If upon the occurrence of such event, the assets and funds thus distributed among the holders of the Series A Preferred Stock and the Series B Preferred Stock shall be insufficient to permit the payment to such holders of the full aforesaid preferential amountsamount, then, then the entire assets and funds of the corporation Corporation legally available for distribution shall be distributed ratably among the holders of the Series A Preferred Stock and the Series B Preferred Stock in proportion to the aggregate liquidation preferences of the respective series, and ratably among preferential amount each such holder is otherwise entitled to receive. (b) After payment to the holders of that series the Series B Stock of the amounts set forth in proportion Section 2(a) above, and the payment to the amount holders of any other series of Preferred Stock which may hereafter be established by the Board of Directors of any liquidation preferences for such stock owned by each such holder. b. After the distributions described in subsection (a) above have been paidadditional series of Preferred Stock, the entire remaining assets and funds of the corporation Corporation legally available for distribution to stockholders distribution, if any, shall be distributed among the holders of Series A Preferred Stock, the Common Stock and the Series B Stock and any other series of Preferred Stock and Common Stock pro rata based on which may hereafter be established by the number Board of Directors in proportion to the shares of Common Stock then held by each (assuming them and the shares of Common Stock which they then have the right to acquire upon conversion of all such Series A Preferred Stock and Series B Preferred Stock). c. A consolidation or merger of this corporation with or into any other corporation or corporations, or a sale, conveyance or disposition of all or substantially all of the assets of this corporation or the effectuation by the corporation of a transaction or series of related transactions in which more than 50% of the voting power of the corporation is disposed of (excluding the issuance of shares of Series A B Stock and any other series of Preferred Stock pursuant to which may hereafter be established by the Series A Preferred Stock Purchase Agreement and Board of Directors then held by them. (c) Whenever the issuance of Series B Preferred Stock pursuant to the Series B Preferred Stock Purchase Agreement), distribution provided for in this Section 2 shall be deemed to payable in securities or property other than cash, the value of such distribution shall be a liquidation, dissolution the fair market value of such securities or winding up within other property as determined in good faith by the meaning Board of this Section 2Directors.

Liquidation Preference. a. (a) In the event of any liquidation, dissolution or winding up of this corporation, either voluntary or involuntary, the holders of Series A Preferred Stock and Series B Preferred Stock shall be entitled to receive, prior and in preference to any distribution of any of the assets of this corporation to the holders of Common Stock or other junior equity security by reason of their ownership thereof, an amount per share equal to the sum of (i) $2.00 1.00 for each outstanding share of Series A Preferred Stock, Stock (subject to appropriate adjustments for stock splits, stock dividends, combinations or other recapitalizations and hereafter referred to as the "“Original Series A Issue Price"), ”) and (ii) $4.43 for each outstanding share of Series B Preferred Stock (subject to appropriate adjustments for stock splits, stock dividends, combinations or other recapitalizations and hereafter referred to as the "Original Series B Issue Price"), and (iii) an amount equal to all declared but unpaid dividends on each such share of Series A Preferred Stock or Series B Preferred Stock, as applicableshare. If upon the occurrence of such event, the assets and funds thus distributed among the holders of the Series A Preferred Stock and the Series B such series of Preferred Stock shall be insufficient to permit the payment to such holders of the full aforesaid preferential amounts, then, then the entire assets and funds of the this corporation legally available for distribution shall be distributed ratably among the holders of the Series A Preferred Stock and the Series B Preferred Stock in proportion to the aggregate liquidation preferences product of the respective seriesliquidation preference of each such share, and ratably among the holders number of that series in proportion to the amount of such stock owned shares held by each such holder. b. (b) After the distributions described in subsection (a) above have been paid, the remaining assets of the this corporation available for distribution to stockholders shall be distributed among the holders of Common Stock and Series A Preferred Stock, Series B Preferred Stock and Common Stock pro rata based on the number of shares of Common Stock held by each (assuming the full conversion of all such the outstanding Series A Preferred Stock and Series B Preferred Stock). c. (c) A consolidation liquidation, dissolution or merger winding up of this corporation with or into any other corporation or corporationsshall be deemed to be occasioned by, or to include (unless the holders of a salemajority of the Series A Preferred Stock then outstanding shall determine otherwise), conveyance (A) the acquisition of this corporation by another entity by means of any transaction or disposition series of related transactions (including, without limitation, any reorganization, merger or consolidation) that results in the transfer of fifty percent (50%) or more of that outstanding voting power of this corporation, or (B) a sale of all or substantially all of the assets of this corporation (any such event described in clause (A) or (B), a “Reorganization Event”). (d) Any securities to be delivered to the effectuation by the corporation holders of a transaction or series of related transactions in which more than 50% of the voting power of the corporation is disposed of (excluding the issuance of shares of Series A Preferred Stock and Common Stock pursuant to the Series A Preferred Stock Purchase Agreement and the issuance of Series B Preferred Stock pursuant to the Series B Preferred Stock Purchase Agreement), this Section 2 shall be deemed to be a liquidation, dissolution or winding up within the meaning of this Section 2.valued as follows:

Liquidation Preference. a. (a) In the event of any the liquidation, dissolution or winding up of this corporationthe affairs of the Company, either whether voluntary or involuntary, the holders of shares of the Series A C Preferred Stock and Series B Preferred Stock then outstanding shall be entitled to receive, prior and in preference to any distribution of any out of the assets of this corporation the Company available for distribution to its stockholders, and before any payment shall be made or any assets distributed to the holders of the Common Stock by reason of their ownership thereof, or any other Junior Stock an amount per share (the “Liquidation Preference Amount”) equal to any accrued and unpaid dividends attributable to such share plus the sum greater of (i) $2.00 for each outstanding 10.00 per share of the Series A Preferred Stock, (subject to appropriate adjustments for stock splits, stock dividends, combinations or other recapitalizations and hereafter referred to as the "Original Series A Issue Price"), (ii) $4.43 for each outstanding share of Series B C Preferred Stock (subject to appropriate adjustments for adjustment in the event of any stock splitsdividend, stock dividendssplit, combinations combination or other recapitalizations similar recapitalization affecting the number of such shares issued and hereafter referred to as the "Original Series B Issue Price"outstanding), and or (iiiii) an the per share amount equal to declared but unpaid dividends on such share that holders of Series A C Preferred Stock would have received if all of such holders had converted their shares of Series C Preferred Stock into Common Stock immediately prior to such liquidation, dissolution or Series B Preferred Stock, as applicablewinding up. If upon the occurrence of such event, the assets and funds thus of the Company are not sufficient to pay in full the Liquidation Preference Amount, then all of said assets will be distributed among the holders of the Series A C Preferred Stock and ratably in accordance with the respective amounts that would be payable on such shares if all amounts payable thereon were paid in full. The liquidation payment with respect to each outstanding fractional share of Series B C Preferred Stock shall be insufficient equal to permit a ratably proportionate amount of the liquidation payment with respect to each outstanding share of Series C Preferred Stock. All payments for which this Section 4(a) provides shall be in cash, property (valued at its fair market value as determined by an independent appraiser reasonably acceptable to the holders of a majority of the Series C Preferred Stock) or a combination thereof. For the avoidance of doubt, no cash shall be paid or distributed to holders of Junior Stock unless each holder of the outstanding shares of Series C Preferred Stock has been paid in cash the full Liquidation Preference Amount to which such holder is entitled as provided herein. After payment of the full Liquidation Preference Amount, such holders of the full aforesaid preferential amounts, then, the entire assets and funds shares of Series C Preferred Stock will not be entitled to any further participation as such in any distribution of the corporation legally available for distribution shall be distributed ratably among the holders of the Series A Preferred Stock and the Series B Preferred Stock in proportion to the aggregate liquidation preferences of the respective series, and ratably among the holders of that series in proportion to the amount of such stock owned by each such holder. b. After the distributions described in subsection (a) above have been paid, the remaining assets of the corporation available for distribution to stockholders shall be distributed among the holders of Series A Preferred Stock, Series B Preferred Stock and Common Stock pro rata based on the number of shares of Common Stock held by each (assuming conversion of all such Series A Preferred Stock and Series B Preferred Stock)Company. c. (b) A consolidation or merger of this corporation the Company with or into any other corporation or corporationsentity, or a sale, conveyance or disposition sale of all or substantially all of the assets of this corporation the Company, or the effectuation by the corporation Company of a transaction or series of related transactions in which more than 50% of the voting power shares of the corporation Company is disposed of (excluding the issuance of shares of Series A Preferred Stock pursuant to the Series A Preferred Stock Purchase Agreement and the issuance of Series B Preferred Stock pursuant to the Series B Preferred Stock Purchase Agreement)or conveyed, shall be deemed to be a liquidation, dissolution dissolution, or winding up within the meaning of this Section 24 and referred to herein as a “Deemed Liquidation Event”), subject to the rights of the holders to receive the greater of the Applicable Redemption Price per Share (as defined below) or the Liquidation Preference Amount per share, unless elected otherwise by the holders of greater than 51% of the then outstanding shares of Series C Preferred Stock voting together as a single class. Subject to a holder’s rights in this Certificate of Designation, in the event of the merger or consolidation of the Company with or into another entity that does not constitute a Deemed Liquidation Event (including, without limitation, by election of the holders), the Series C Preferred Stock shall maintain its relative powers, designations and preferences provided for herein and no merger or consolidation shall result inconsistent therewith. (c) The Company shall not have the power to effect a Deemed Liquidation Event unless, in connection with such deemed Liquidation Event, the Company adopts a plan of distribution that is in accordance with applicable law and in form and substance satisfactory to the holders of greater than 51% of the then outstanding shares of Series C Preferred Stock, voting together as a single class, providing that the consideration received for such Deemed Liquidation Event, and any other assets of the Company, be distributed to the Company’s stockholders in accordance with Section 4(a) and Section 4(b) above by effecting a dissolution of the Company under the Delaware General Corporation Law, a redemption of the Company’s capital stock or other means of distribution approved by the holders of greater than 51% of the then outstanding shares of the Series C Preferred Stock, voting together as a single class. (d) Written notice of any voluntary or involuntary liquidation, dissolution, winding up of the affairs or Deemed Liquidation Event of the Company, stating a payment date and the place where the distributable amounts shall be payable, shall be given, no less than forty-five (45) days prior to the date of the consummation of such event, to the holders of record of the Series C Preferred Stock.

Liquidation Preference. a. In the event of (a) Upon any voluntary or involuntary liquidation, dissolution or winding up of this corporationthe Company, either voluntary each share of Series A Preferred Stock entitles the holder thereof to receive and to be paid out of the assets of the Company available for distribution, before any distribution or involuntarypayment may be made to a holder of any Junior Securities, an amount in cash per share of Series A Preferred Stock equal to the sum of (i) the greater of (A) the Original Purchase Price per share and (B) an amount equal to the amount the holders of Series A Preferred Stock would have received per share of Series A Preferred Stock upon liquidation, dissolution or winding up of the Company had such holders converted their shares of Series A Preferred Stock into shares of Common Stock immediately prior thereto, plus (ii) an amount equal to all accrued and unpaid Dividends, if any, on such share of Series A Preferred Stock (such sum, the “Regular Liquidation Preference” if pursuant to subclauses (i)(A) and (ii) and the “Participating Liquidation Preference” if pursuant to subclauses (i)(B) and (ii), and such greater amount, the “Liquidation Preference”). (b) If upon any such liquidation, dissolution or winding up of the Company, the assets of the Company available for distribution are insufficient to pay the holders of Series A Preferred Stock the full Liquidation Preference and the holders of all Parity Securities the full liquidation preferences to which they are entitled, the holders of Series A Preferred Stock and such Parity Securities will share ratably in any such distribution of the assets of the Company in proportion to the full respective amounts to which they are entitled. (c) After payment to the holders of Series B A Preferred Stock shall be entitled of the full Liquidation Preference to receivewhich they are entitled, prior and in preference the holders of Series A Preferred Stock as such will have no right or claim to any distribution of any of the assets of this corporation the Company. (d) The value of any property not consisting of cash that is distributed by the Company to the holders of Common Stock by reason of their ownership thereof, an amount per share equal to the sum of (i) $2.00 for each outstanding share of Series A Preferred Stock, (subject to appropriate adjustments for stock splits, stock dividends, combinations or other recapitalizations and hereafter referred to as the "Original Series A Issue Price"), (ii) $4.43 for each outstanding share of Series B Preferred Stock (subject to appropriate adjustments for stock splits, stock dividends, combinations or other recapitalizations and hereafter referred to as the "Original Series B Issue Price"), and (iii) an amount equal to declared but unpaid dividends on such share of Series A Preferred Stock or Series B Preferred Stock, as applicable. If upon the occurrence of such event, the assets and funds thus distributed among the holders of the Series A Preferred Stock and will equal the Series B Preferred Stock shall be insufficient to permit Fair Market Value thereof on the payment to such holders date of the full aforesaid preferential amounts, then, the entire assets and funds of the corporation legally available for distribution shall be distributed ratably among the holders of the Series A Preferred Stock and the Series B Preferred Stock in proportion to the aggregate liquidation preferences of the respective series, and ratably among the holders of that series in proportion to the amount of such stock owned by each such holderdistribution. b. After (e) For the distributions described in subsection (a) above have been paid, the remaining assets of the corporation available for distribution to stockholders shall be distributed among the holders of Series A Preferred Stock, Series B Preferred Stock and Common Stock pro rata based on the number of shares of Common Stock held by each (assuming conversion of all such Series A Preferred Stock and Series B Preferred Stock). c. A consolidation or merger purposes of this corporation with or into any other corporation or corporationsSECTION 3, or a sale, conveyance or disposition Fundamental Change (in and of all or substantially all of the assets of this corporation or the effectuation by the corporation of a transaction or series of related transactions in which more than 50% of the voting power of the corporation is disposed of (excluding the issuance of shares of Series A Preferred Stock pursuant to the Series A Preferred Stock Purchase Agreement and the issuance of Series B Preferred Stock pursuant to the Series B Preferred Stock Purchase Agreement), itself) shall be deemed not to be a liquidation, dissolution or winding-up of the Company subject to this SECTION 3 (it being understood that an actual liquidation, dissolution or winding up within of the meaning of Company in connection with a Fundamental Change will be subject to this Section 2SECTION 3).

Liquidation Preference. a. (i) In the event of any liquidationLiquidation, dissolution or winding up of this corporation, either whether voluntary or involuntary, before any payment of cash or distribution of other property shall be made to the holders of Common Stock, or any other class or series of stock subordinate in liquidation preference to the Series A B Preferred Stock and Stock, the holders of the Series B Preferred Stock shall be entitled to receive, prior and in preference to any distribution of any receive out of the assets of this corporation the Corporation legally available for distribution to the holders its stockholders, on behalf of Common Stock by reason of their ownership thereof, an amount per share equal to the sum of (i) $2.00 for each outstanding share of Series A Preferred Stock, (subject to appropriate adjustments for stock splits, stock dividends, combinations or other recapitalizations and hereafter referred to as the "Original Series A Issue Price"), (ii) $4.43 for each outstanding share of Series B Preferred Stock held by such holder, U.S.$500.00 (subject to appropriate adjustments for stock splits, stock dividends, combinations or other recapitalizations and hereafter referred to as the "Original Series B Issue Price")) (as appropriately adjusted for any combinations, and (iii) an amount equal to declared but unpaid dividends on such share of Series A Preferred Stock divisions, or similar recapitalizations affecting the Series B Preferred StockStock after issuance) and all accumulated or accrued and unpaid dividends thereon (collectively, as applicable. If the "Series B Liquidation Preference"). (ii) If, upon the occurrence of such eventany Liquidation, the assets and funds thus distributed among of the Corporation available for distribution to its stockholders are insufficient to pay the holders of the Series A B Preferred Stock and the full amounts to which they are entitled pursuant to clause (b)(i) above, the holders of the Series B Preferred Stock shall share pro rata in any distribution of assets in proportion to the respective amounts which would be insufficient payable to permit the payment to such holders of the full aforesaid preferential amounts, then, the entire assets and funds of the corporation legally available for distribution shall be distributed ratably among the holders of the Series A B Preferred Stock and any other class or series of capital stock of the Corporation ranking on par with the Series B Preferred Stock in proportion to the aggregate liquidation preferences respect of the respective series, and ratably among the holders of that series shares held by them if all amounts payable to them in proportion to the amount respect of such stock owned by each such holderwere paid in full pursuant to clause (b)(i) above. b. (iii) After the distributions described in subsection clause (ab)(i) or (b)(ii) above have been paid, subject to the rights of any other class or series of capital stock of the Corporation that may from time to time come into existence, the remaining assets of the corporation Corporation available for distribution to stockholders shall be distributed among the holders of Series A Preferred Stock, Series B Preferred Stock and Common Stock pro rata based on the number of shares of Common Stock held by each (assuming conversion of all such Series A Preferred Stock and Series B Preferred Stock)each. c. A consolidation or merger of this corporation with or into any other corporation or corporations, or a sale, conveyance or disposition of all or substantially all of the assets of this corporation or the effectuation by the corporation of a transaction or series of related transactions in which more than 50% of the voting power of the corporation is disposed of (excluding the issuance of shares of Series A Preferred Stock pursuant to the Series A Preferred Stock Purchase Agreement and the issuance of Series B Preferred Stock pursuant to the Series B Preferred Stock Purchase Agreement), shall be deemed to be a liquidation, dissolution or winding up within the meaning of this Section 2.

Liquidation Preference. a. 1.1 In the event of any liquidationLiquidation Event (as defined below), dissolution or winding up of this corporation, either voluntary or involuntary, all assets and funds legally available for distribution to the holders of Series A Preferred Stock and Series B Preferred Stock Shareholders shall be entitled to receivedistributed as follows: (a) FIRST, prior to and in preference to any distribution of any of the assets and funds to any Shareholders other than the Investing Parties that made Capital Contributions, each Investing Party that made Capital Contributions shall be entitled to receive an amount, the price per unit of this corporation to the holders equity of Common Stock by reason of their ownership thereof, an amount per share which is equal to the sum Investing Party Purchase Price, plus a simple interest rate of (i) $2.00 for each outstanding share 8% per annum from the date of Series A Preferred Stockthe Closing until the full payment of the total liquidation preference amount, (subject to appropriate adjustments for stock splits, stock dividends, combinations or other recapitalizations and hereafter referred to as the "Original Series A Issue Price"), (ii) $4.43 for each outstanding share of Series B Preferred Stock (subject to appropriate adjustments for stock splits, stock dividends, combinations or other recapitalizations and hereafter referred to as the "Original Series B Issue Price"), and (iii) an amount equal to plus declared but unpaid dividends on the equity interests held by such share of Series A Preferred Stock or Series B Preferred Stock, as applicable. If upon Investing Party (the occurrence of such event“Liquidation Preference”); (b) SECOND, the remaining assets and funds thus distributed among the holders of the Series A Preferred Stock and the Series B Preferred Stock shall be insufficient to permit the payment to such holders of the full aforesaid preferential amounts, then, the entire assets and funds of the corporation legally available for distribution to the Shareholders shall be distributed ratably among all the holders of Shareholders (including the Series A Preferred Stock and the Series B Preferred Stock Investing Parties) in proportion to the aggregate liquidation preferences of the respective series, and ratably among the holders of that series in proportion equity interests held by them. A “Liquidation Event” shall be deemed to the amount of such stock owned by each such holder. b. After the distributions described in subsection have occurred upon: (a) above have been paidliquidation, the remaining assets dissolution or winding up of the corporation available for distribution to stockholders shall be distributed among the holders of Series A Preferred StockCompany, Series B Preferred Stock and Common Stock pro rata based on the number of shares of Common Stock held by each (assuming conversion of all such Series A Preferred Stock and Series B Preferred Stock). c. A consolidation or merger of this corporation with or into b) any other corporation or corporationsconsummated merger, amalgamation, acquisition, or other business combination in which the Shareholders owning a majority of the voting power or voting stock of the Company immediately prior to such transaction do not own a majority of the voting power or voting stock of the Company, or (c) any sale, conveyance lease, transfer, exclusive license or other disposition of all or substantially all of the assets of this corporation or the effectuation Company and its subsidiaries (taken as a whole). 1.2 In the event of any new equity financing by the corporation of a transaction or series of related transactions Company after the Closing Date in which more than 50% of the voting power of the corporation any new investor is disposed of (excluding the issuance of shares of Series A Preferred Stock pursuant entitled to receive a liquidation preference equal to the Series A Preferred Stock Purchase Agreement investment amount paid by such new investor, plus declared but unpaid dividend on the equity interests held by such new investor and further plus annual interest at a certain interest rate ("New Investor’s Interest Rate”), then the issuance Investing Party’s Liquidation Preference hereof shall be automatically amended and equal to an amount, the price per unit of Series B Preferred Stock pursuant equity of which is equal to the Series B Preferred Stock Investing Party Purchase Agreement)Price, shall be deemed to be a liquidationplus declared but unpaid dividends on the equity interests held by such Investing Party, dissolution or winding up within and further plus an annual interest at the meaning of this Section 2New Investor’s Interest Rate.

Liquidation Preference. a. In the event of Upon any voluntary or involuntary liquidation, dissolution or winding up of this corporation, either voluntary or involuntarythe Corporation, the holders of the outstanding shares of Series A Preferred Stock and Series B F Preferred Stock shall be entitled to receive, prior receive and in preference to any distribution of any be paid out of the assets of this corporation the Corporation legally available for distribution to its stockholders a liquidation preference of $25.00 per share (the “Liquidation Preference”), plus an amount equal to any accrued and unpaid dividends to the date of payment, before any distribution of assets or payment is made to holders of Common Stock by reason or any other class or series of their ownership thereof, an amount per share equal stock of the Corporation that ranks junior to the sum Series F Preferred Stock with respect to the distribution of (i) $2.00 for each outstanding share assets upon liquidation, dissolution or winding up of Series A Preferred Stockthe Corporation, (but subject to appropriate adjustments for the preferential rights of the holders of shares of any class or series of stock splits, stock dividends, combinations or other recapitalizations and hereafter referred of the Corporation ranking senior to as the "Original Series A Issue Price"), (ii) $4.43 for each outstanding share of Series B F Preferred Stock (subject with respect to appropriate adjustments for stock splitssuch distribution of assets upon liquidation, stock dividendsdissolution or winding up. If, combinations upon any voluntary or other recapitalizations and hereafter referred to as involuntary liquidation, dissolution or winding up of the "Original Series B Issue Price"), and (iii) an amount equal to declared but unpaid dividends on such share of Series A Preferred Stock or Series B Preferred Stock, as applicable. If upon the occurrence of such eventCorporation, the assets of the Corporation legally available therefor are insufficient to pay the full amount of liquidating distributions payable on all outstanding shares of Series F Preferred Stock and funds thus distributed among the full amount of the liquidating distributions payable on all outstanding shares of any other class or classes or series of stock of the Corporation ranking on a parity with the Series F Preferred Stock with respect to the distribution of assets upon liquidation, dissolution or winding up of the Corporation, then the holders of the Series A F Preferred Stock and the Series B Preferred Stock shall be insufficient to permit the payment to all such holders other classes or series of the full aforesaid preferential amounts, then, the entire stock will share ratably in any such distribution of assets and funds of the corporation legally available for distribution shall be distributed ratably among the holders of the Series A Preferred Stock and the Series B Preferred Stock in proportion to the aggregate liquidation preferences of the respective seriesfull liquidating distributions (including, if applicable, accrued and ratably among the unpaid dividends) to which they would otherwise respectively be entitled. If liquidating distributions shall have been made in full to all holders of that series in proportion to the amount of such stock owned by each such holder. b. After the distributions described in subsection (a) above have been paidSeries F Preferred Stock, the remaining assets of the corporation available for distribution to stockholders Corporation shall be distributed among the holders of any other class or classes or series of stock of the Corporation ranking junior to the Series A F Preferred Stock as to the distribution of assets upon liquidation, dissolution or winding up, according to their respective rights and preferences and, in each case, according to their respective number of shares. For purposes of these terms of the Series F Preferred Stock, Series B Preferred Stock and Common Stock pro rata based on neither the number of shares of Common Stock held by each (assuming conversion of all such Series A Preferred Stock and Series B Preferred Stock). c. A consolidation or merger of this corporation the Corporation with or into any other corporation company, trust or corporationsother entity, or a nor the sale, lease, transfer or conveyance or disposition of all or substantially all of the assets of this corporation property or the effectuation by the corporation of a transaction or series of related transactions in which more than 50% business of the voting power of the corporation is disposed of (excluding the issuance of shares of Series A Preferred Stock pursuant to the Series A Preferred Stock Purchase Agreement and the issuance of Series B Preferred Stock pursuant to the Series B Preferred Stock Purchase Agreement)Corporation, shall be deemed to be constitute a liquidation, dissolution or winding up within of the meaning Corporation. After payment to the holders of this Section 2the Series F Preferred Stock of the full liquidating distributions to which they are entitled, the holders of the Series F Preferred Stock, as such, shall have no right or claim to any of the remaining assets of the Corporation. In determining whether a distribution (other than upon voluntary or involuntary liquidation, dissolution or winding up of the Corporation) by dividend, redemption or other acquisition of shares of stock of the Corporation or otherwise is permitted under the Maryland General Corporation Law, no effect shall be given to amounts that would be needed, if the Corporation would be dissolved at the time of the distribution, to satisfy the preferential rights upon dissolution of holders of Series F Preferred Stock.

Liquidation Preference. a. In the event of any liquidation, dissolution dissolution, or winding up of this corporationthe Corporation, either voluntary or involuntary, distributions to the shareholders of the Corporation shall be made in the following manner: (a) The holders of the Series A Preferred Stock and Series B Preferred Stock shall be entitled to receive, prior and in preference to any distribution of any of the assets or surplus funds of this corporation the Corporation to the holders of the Series B Preferred Stock or the Common Stock Stock, by reason of their ownership thereofof such stock, an amount per share equal to the sum of (i) the amount of $2.00 1.00 per share (the "Series A Original Cost") for each outstanding share of Series A Preferred StockStock then held by them, (subject to appropriate adjustments adjusted for any combinations, consolidations, stock splits, or stock dividendsdistributions or dividends with respect to such shares, combinations or other recapitalizations and hereafter referred to as the "Original Series A Issue Price"), plus (ii) $4.43 for each outstanding share of Series B Preferred Stock (subject to appropriate adjustments for stock splits, stock dividends, combinations or other recapitalizations and hereafter referred to as the "Original Series B Issue Price"), and (iii) an amount equal to declared the accrued but unpaid dividends whether or not earned or declared, on such share of Series A Preferred Stock or (such sum being referred to herein as the "Series B Preferred Stock, as applicableA Liquidation Value"). If upon the occurrence of such event, the The assets and funds thus distributed among the holders of the Series A Preferred Stock and the Series B Preferred Stock shall be insufficient to permit the payment to such holders of the full aforesaid preferential amounts, then, the entire assets and funds of the corporation legally available for distribution shall be distributed ratably among the holders of the Series A Preferred Stock in proportion to the full Series A Liquidation Value each such holder is otherwise entitled to receive in accordance with the preceding sentence. (b) If, upon the completion of the distributions contemplated by Section C.3(a) of this Article FOURTH, assets and funds remain available for distribution by the Corporation, the holders of the Series B Preferred Stock and Class C Common Stock shall be entitled to receive, prior and in proportion preference to any distribution of any of the assets or surplus funds of the Corporation to the aggregate liquidation preferences holders of the respective seriesClass A and Class B Common Stock, by reason of their ownership of such stock, (i) the amount of $1.00 per share (the "Series B and ratably Class C Liquidation Value") for each share of Series B Preferred Stock and Class C Common Stock then held by them, adjusted for any combinations, consolidations, stock splits, or stock distributions or dividends with respect to such shares. The assets and funds thus distributed among the holders of that series in proportion to the amount of such stock owned by each such holder. b. After the distributions described in subsection (a) above have been paid, the remaining assets of the corporation available for distribution to stockholders Series B Preferred Stock and Class C Common Stock shall be distributed among the holders of Series A Preferred Stock, the Series B Preferred Stock and Class C Common Stock pro rata based on in proportion to the full Series B and Class C Liquidation Value each such holder is otherwise entitled to receive in accordance with the preceding sentence. (c) If, upon the completion of the distributions contemplated by Sections C.3(a) and (b) of this Article FOURTH, assets and funds remain available for distribution by the Corporation, the entire remaining assets and funds of the Corporation legally available for distribution, if any, shall be distributed among the holders of the Series B Preferred Stock and the Common Stock in proportion to the number of shares of the Series B Preferred Stock and of the Common Stock then held by them such that each share of Series B Preferred Stock and each share of Common Stock shall be entitled to a ratable distribution of such assets and funds. (assuming conversion d) For purposes of all such this Section C.3, unless otherwise approved by the holders of at least 66-2/3% of the then outstanding Series A Preferred Stock and Series B Preferred Stock). c. A consolidation or voting as a class, (i) any acquisition of the Corporation by means of merger of this corporation the Corporation with or into any other corporation or corporationsother entity or person or other form of corporate reorganization in which the Corporation shall not be the continuing or surviving entity of such merger or reorganization (other than a mere reincorporation transaction) or a transaction in which the Corporation is the surviving entity but the shares of the Corporation's capital stock outstanding immediately prior to the transaction are exchanged or converted by virtue of the transaction into other property, whether in the form of securities, cash or otherwise, or (ii) a sale, conveyance or disposition sale of all or substantially all of the assets of this corporation or the effectuation by the corporation of a transaction or series of related transactions in which more than 50% of the voting power of the corporation is disposed of (excluding the issuance of shares of Series A Preferred Stock pursuant to the Series A Preferred Stock Purchase Agreement and the issuance of Series B Preferred Stock pursuant to the Series B Preferred Stock Purchase Agreement), Corporation shall be deemed to be treated as a liquidation, dissolution or winding up within of the meaning Corporation and shall entitle the holders of Series A Preferred Stock, the Series B Preferred Stock and the Class C Common Stock to receive at closing, in cash, securities or other property (valued as provided in Section C.3(e)) in amounts as specified in Sections C.3(a) and (b) of this Article FOURTH. (e) Whenever the distribution provided for in this Section 2C.3 shall be payable in securities or property other than cash, the "fair value" of the assets or property to be distributed in such event shall be determined in good faith by the Board of Directors of the Corporation.

Liquidation Preference. a. In the event of our voluntary or involuntary liquidation, dissolution or winding up, the holders of shares of Series C Preferred Stock will be entitled to be paid, out of our assets legally available for distribution to our stockholders, a liquidation preference of $25.00 per share, plus an amount equal to any accumulated and unpaid dividends on such shares to, but excluding, the date of payment, but without interest, before any distribution of assets is made to holders of our common stock or any other class or series of our capital stock that ranks junior to the Series C Preferred Stock as to liquidation rights. If our assets legally available for distribution to stockholders are insufficient to pay in full the liquidation preference on the Series C Preferred Stock and the liquidation preference on any shares of preferred stock equal in rank with the Series C Preferred Stock, all assets distributed to the holders of the Series C Preferred Stock and any other series of preferred stock equal in rank with the Series C Preferred Stock will be distributed ratably so that the amount of assets distributed per share of Series C Preferred Stock and such other series of preferred stock equal in rank with the Series C Preferred Stock will in all cases bear to each other the same ratio that the liquidation preference per share on the Series C Preferred Stock and on such other series of preferred stock bear to each other. Written notice of any such liquidation, dissolution or winding up of this corporationus, either voluntary stating the payment date or involuntarydates when, and the place or places where, the amounts distributable in such circumstances will be payable, will be given by first class mail, postage pre-paid, not less than 30 nor more than 60 days prior to the payment date stated therein, to each record holder of the Series C Preferred Stock at the respective addresses of such holders as the same appear on the stock transfer records of the Company. After payment of the full amount of the liquidation preference, plus any accumulated and unpaid dividends to which they are entitled, the holders of Series A C Preferred Stock and Series B Preferred Stock shall be entitled to receive, prior and in preference will have no right or claim to any distribution of any of the assets of this corporation to the holders of Common Stock by reason of their ownership thereof, an amount per share equal to the sum of (i) $2.00 for each outstanding share of Series A Preferred Stock, (subject to appropriate adjustments for stock splits, stock dividends, combinations or other recapitalizations and hereafter referred to as the "Original Series A Issue Price"), (ii) $4.43 for each outstanding share of Series B Preferred Stock (subject to appropriate adjustments for stock splits, stock dividends, combinations or other recapitalizations and hereafter referred to as the "Original Series B Issue Price"), and (iii) an amount equal to declared but unpaid dividends on such share of Series A Preferred Stock or Series B Preferred Stock, as applicableour remaining assets. If upon the occurrence of such event, the assets and funds thus distributed among the holders of the Series A Preferred Stock and the Series B Preferred Stock shall be insufficient to permit the payment to such holders of the full aforesaid preferential amounts, then, the entire assets and funds of the corporation legally available for distribution shall be distributed ratably among the holders of the Series A Preferred Stock and the Series B Preferred Stock in proportion to the aggregate liquidation preferences of the respective series, and ratably among the holders of that series in proportion to the amount of such stock owned by each such holder. b. After the distributions described in subsection (a) above have been paid, the remaining assets of the corporation available for distribution to stockholders shall be distributed among the holders of Series A Preferred Stock, Series B Preferred Stock and Common Stock pro rata based on the number of shares of Common Stock held by each (assuming conversion of all such Series A Preferred Stock and Series B Preferred Stock). c. A consolidation we convert into or merger of this corporation consolidate or merge with or into any other corporation corporation, trust or corporationsentity, effect a statutory share exchange or a salesell, conveyance lease, transfer or disposition of convey all or substantially all of the assets of this corporation our property or the effectuation by the corporation of a transaction or series of related transactions in which more than 50% of the voting power of the corporation is disposed of (excluding the issuance of shares of Series A Preferred Stock pursuant to the Series A Preferred Stock Purchase Agreement and the issuance of Series B Preferred Stock pursuant to the Series B Preferred Stock Purchase Agreement)business, shall we will not be deemed to be a liquidationhave liquidated, dissolution dissolved or winding up within the meaning of this Section 2wound up.

Liquidation Preference. a. (a) In the event of any liquidation, dissolution or winding up of this corporationthe Company, either voluntary or involuntary, the holders of Series A Preferred Stock and Series B Preferred Stock shall be entitled to receive, prior and in preference to any distribution of any of the assets of this corporation to the holders of Common Stock by reason of their ownership thereof, receive an amount per share equal to the sum of (i) $2.00 for each outstanding share of Series A Preferred Stock, (subject to appropriate adjustments for stock splits, stock dividends, combinations or other recapitalizations and hereafter referred to as the "Original Series A Issue Price"), (ii) $4.43 US$10.00 for each outstanding share of Series B Preferred Stock Stock, plus (subject to appropriate adjustments for stock splits, stock dividends, combinations or other recapitalizations and hereafter referred to as the "Original Series B Issue Price"), and (iiiii) an amount equal to declared but all accrued and unpaid dividends on such share of Series A Preferred Stock or Series B Preferred Stock, as applicablewhich shall accrue through the Conversion Date (the "Liquidation Preference"). If upon the occurrence of such event, the assets and funds thus available to be distributed among the holders of the Series A Preferred Stock and the Series B Preferred Stock shall be insufficient to permit the payment to such holders of the full aforesaid preferential amountsamounts due to such holders, then, then the entire assets and funds of the corporation Company legally available for distribution shall be distributed ratably among the holders of the Series A B Preferred Stock on a pro rata basis. (b) Notwithstanding anything set forth above, holders of Series B Preferred Stock shall not be entitled to receive more than the Liquidation Preference in the event of any corporate reorganizations or any other transaction (or series of related transactions) that results in the transfer of more than fifty percent (50%) of the outstanding voting power of the Company, and such transactions shall not constitute a liquidation, dissolution, or winding up of the Company if the successor assumes that obligations of the Company with respect to the Series B Preferred Stock in proportion to the aggregate liquidation preferences of the respective seriesStock. A sale, and ratably among the holders of that series in proportion to the amount of such stock owned by each such holder. b. After the distributions described in subsection (a) above have been paid, the remaining assets of the corporation available for distribution to stockholders shall be distributed among the holders of Series A Preferred Stock, Series B Preferred Stock and Common Stock pro rata based on the number of shares of Common Stock held by each (assuming conversion of all such Series A Preferred Stock and Series B Preferred Stock). c. A consolidation or merger of this corporation with or into any other corporation or corporationsconveyance, or a sale, conveyance or other disposition of all or substantially all of the assets of this corporation or the effectuation by the corporation of a transaction or series of related transactions in which more than 50% of the voting power of the corporation is disposed of (excluding the issuance of shares of Series A Preferred Stock pursuant to the Series A Preferred Stock Purchase Agreement and the issuance of Series B Preferred Stock pursuant to the Series B Preferred Stock Purchase Agreement)Company's assets, shall be deemed to be constitute a liquidation, dissolution or winding up within the meaning of this Section 2paragraph and shall entitle the holders of the Series B Preferred Stock to the Liquidation Preference, to the extent available above. The purchase or redemption by the Company of stock of any class, in any number permitted by law, for the purpose of this paragraph, shall not be regarded as a liquidation, dissolution or winding up of the Company.

Liquidation Preference. a. In the event of any liquidation, dissolution or winding up of this corporation, either voluntary or involuntary, the holders ---------------------- of the Series A Preferred Stock and Series B Preferred Stock C Shares then outstanding shall be entitled to receivereceive out of the assets of the Company, after distribution of all amounts due the holders of the Company's Series B Convertible Participating Preferred Stock ("Series B Preferred Stock"), but prior and in preference to any distribution of any of the assets or surplus funds of this corporation the Company to the holders of the Common Stock by reason or any other class of their ownership thereofshares of preferred stock of the Company ranking junior to the Series C Shares with respect to payments upon Liquidation (such preferred stock hereinafter called "Junior Liquidation Stock"), and junior to any such distribution to the holders of any class of shares of the Company ranking senior to the Series C Shares in such respect, an amount equal to $2.00 per share plus any accrued and unpaid dividends thereon for each Series C Share (the "preferred amount"). Following any distribution of assets or surplus funds of the Company to the holders of any outstanding series of Junior Liquidation Stock, the remainder of any such assets or, surplus funds shall be distributed to the holders of the Common Stock and any other series of preferred stock entitled to participate in distributions of assets or surplus funds upon liquidation until each holder shall have received an amount per share equal to the sum preferred amount. Thereafter, any remaining assets or funds shall be distributed pro rata to the holders of (i) $2.00 for each outstanding share the Common Stock, the holders of any other series of preferred stock having a right to participate, and the holders of the Series A C Preferred Stock, (subject to appropriate adjustments for stock splits, stock dividends, combinations or other recapitalizations and hereafter referred to as the "Original counting Series A Issue Price"), (ii) $4.43 for each outstanding share of Series B Preferred Stock (subject to appropriate adjustments for stock splits, stock dividends, combinations or other recapitalizations and hereafter referred to as the "Original Series B Issue Price"), and (iii) C Shares on an amount equal to declared but unpaid dividends on such share of Series A Preferred Stock or Series B Preferred Stock, as applicableas-if-converted basis. If upon the occurrence of such eventany Liquidation, the assets and funds thus distributed among of the Company available for the distribution to its shareholders shall be insufficient to pay the holders of the Series A Preferred Stock and C Shares the Series B Preferred Stock full preferred amount to which they shall be insufficient to permit the payment to such holders of the full aforesaid preferential amountsentitled, then, the entire assets and funds of the corporation legally available for distribution shall be distributed ratably among the holders of the Series A Preferred Stock C Shares shall share ratably in any distribution of such assets and surplus funds available to the Series B Preferred Stock C Shares in proportion to the aggregate liquidation preferences of the respective series, and ratably among the holders of that series in proportion to the amount of such stock owned by each such holder. b. After the distributions described in subsection (a) above have been paid, the remaining assets of the corporation available for distribution to stockholders shall be distributed among the holders of Series A Preferred Stock, Series B Preferred Stock and Common Stock pro rata based on the number of shares of Common Stock C Shares held by each (assuming conversion of all such Series A Preferred Stock and Series B Preferred Stock)them. c. A consolidation or merger of this corporation with or into any other corporation or corporations, or a sale, conveyance or disposition of all or substantially all of the assets of this corporation or the effectuation by the corporation of a transaction or series of related transactions in which more than 50% of the voting power of the corporation is disposed of (excluding the issuance of shares of Series A Preferred Stock pursuant to the Series A Preferred Stock Purchase Agreement and the issuance of Series B Preferred Stock pursuant to the Series B Preferred Stock Purchase Agreement), shall be deemed to be a liquidation, dissolution or winding up within the meaning of this Section 2.

Liquidation Preference. a. In the event of any liquidation, dissolution or winding up of this corporationthe Company, either voluntary or involuntary, the holders of Series A Preferred Stock and Series B Preferred Stock shall be entitled to receive, prior to and in preference to any distribution of any of the assets of this corporation the Company to the holders of Common Stock any other class of capital stock by reason of their ownership thereof, an amount per share equal to the sum of Liquidation Preference (ias hereinafter defined) $2.00 specified for each outstanding share of Series A Preferred Stock, (subject to appropriate adjustments for stock splits, stock dividends, combinations or other recapitalizations and hereafter referred to as the "Original Series A Issue Price"), (ii) $4.43 for each outstanding share of Series B Preferred Stock (subject to appropriate adjustments for stock splits, stock dividends, combinations or other recapitalizations and hereafter referred to as the "Original Series B Issue Price"), and (iii) an amount equal to declared but unpaid dividends on such share of Series A Preferred Stock or then held by them, plus any declared but unpaid dividends. The Liquidation Preference with respect to each share of Series B A Preferred StockStock shall mean $ 1.00 per share (the “Series A Original Issue Price”), as applicableadjusted for stock splits, reverse split, stock dividends, combinations, recapitalizations and the like. If upon the occurrence of such event, the assets and funds thus distributed among the holders of the Series A Preferred Stock and the Series B Preferred Stock shall be insufficient to permit the payment to such holders of the full aforesaid preferential amountsamount, then, then the entire assets and funds of the corporation Company legally available for distribution shall be distributed ratably among the holders of the Series A Preferred Stock and the Series B Preferred Stock in proportion to the aggregate liquidation preferences preferential amount each such holder is otherwise entitled to receive. b. Upon the completion of the respective seriesdistributions required by subparagraph (a) of this Section 2, and any remaining assets shall be distributed ratably among the holders of that series in proportion to the amount of such stock owned by each such holder. b. After the distributions described in subsection (a) above have been paid, the remaining assets of the corporation available for distribution to stockholders shall be distributed among Common Stock and the holders of Series A Preferred Stock, Series B Preferred Stock and Common Stock pro rata based on as if the number of shares of Common Stock held by each (assuming conversion of all such Series A Preferred Stock and Series B Preferred Stock)had been converted into Common Stock in accordance with Article IV(B)4. c. A consolidation or merger of this corporation the Company with or into any other corporation or corporationscorporations that results in a change of greater than 50% of the voting control of the Company, or a sale, conveyance or disposition of all or substantially all of the assets of this corporation the Company or the effectuation by the corporation Company of a transaction or series of related transactions in which more than 50% of the voting power of the corporation Company is disposed of (excluding the issuance a “Change of shares of Series A Preferred Stock pursuant to the Series A Preferred Stock Purchase Agreement and the issuance of Series B Preferred Stock pursuant to the Series B Preferred Stock Purchase AgreementControl Transaction”), shall be deemed to be a liquidation, dissolution or winding up within the meaning of this Section 2 unless holders of at least 66 2/3% of the then outstanding Series A Preferred Stock shall otherwise consent. d. In any of the events specified in (c) above, if the consideration received by the Company is other than cash, its value will be deemed its fair market value. Any securities shall be valued at follows: (i) Securities not subject to investment letter or other similar restrictions on free marketability; (A) If traded on a securities exchange or the Nasdaq National Market System, the value shall be deemed to be the average of the closing prices of the securities on such exchange over the thirty-day period ending three (3) days prior to the closing; (B) If actively traded over-the-counter, the value shall be deemed to be the average of the closing bid or sale prices (whichever is applicable) over the thirty-day period ending three (3) days prior to the closing; and (C) If there is no active public market, the value shall be the fair market value thereof, as mutually determined by the Company and the holders of at least a majority of the voting power of all then outstanding shares of Preferred Stock; provided, however, that if the Company and the holders of a majority of the then outstanding shares of Preferred Stock are unable to agree; then by independent appraisal by an investment bank selected by the Company and the holders of a majority of the then outstanding shares of Preferred Stock and paid for by the Company. (ii) The method of valuation of securities subject to investment letter or other restrictions on free marketability (other than restrictions arising solely by virtue of a stockholder’s status as an affiliate or former affiliate) shall be to make an appropriate discount from the market value determined as above in (i) (A), (B) or (C) to reflect the approximate fair market value thereof, as mutually determined by the Company and the holders of at least a majority of the voting power of all then outstanding shares of Preferred Stock; provided, however, that if the Company and the holders of a majority of the then outstanding shares of Preferred Stock are unable to agree, then by independent appraisal by an investment bank selected by the Company and the holders of a majority of the then outstanding shares of Preferred Stock and paid for by the Company. (iii) In the event the requirements of Section 2 are not complied with, this Company shall forthwith either: (A) cause such closing to be postponed until such time as the requirements of this Section 2 have been complied with; or (B) cancel such transaction, in which event the rights, preference, and privileges of the holders of the Preferred Stock shall revert to and be the same as such rights, preferences and privileges existing immediately prior to the date of the first notice referred to in Section 2(d)(iv) hereof. (iv) The Company shall give each holder of record of Preferred Stock written notice of such impending transaction not later than ten (10) business days prior to the stockholders’ meeting called to approve such transaction, or ten (10) business days prior to the closing of such transaction, whichever is earlier, and shall also notify such holders in writing of the final approval of such transaction. The first of such notices shall describe the material terms and conditions of the impending transaction and the provisions of this Section 2, and the Company shall thereafter give such holders prompt notice of any material changes. The transaction shall in no event take place sooner than ten (10) business days after the Company has given the first notice provided for herein or sooner than ten (10) business days after the Company has given notice of any material changes provided for herein; provided, however, that such periods may be shortened upon the written consent of the holders of Preferred Stock that are entitled to such notice rights or similar notice rights and that represent at least a majority of the voting power of all then outstanding shares of such Preferred Stock.

Liquidation Preference. a. In the event of (a) Upon any liquidation, dissolution or winding up of this corporationthe Company, either whether voluntary or involuntary, but before any distribution or payment shall be made to the holders of any Common Stock, and in equal preference to the holders of the Series D Preferred, the holders of Series A Preferred Stock and Series B E Preferred Stock shall be entitled to receive, prior and in preference to any distribution of any be paid out of the remaining assets of this corporation the Company legally available for distribution with respect to the holders each share of Common Series E Preferred Stock by reason of their ownership thereof, an amount per share equal to the sum of (i) $2.00 10.00 per share, as adjusted for each outstanding share of Series A Preferred Stock, (subject to appropriate adjustments for stock splits, any stock dividends, combinations or other recapitalizations and hereafter referred splits with respect to as such shares (the "Original Series A E Issue Price"), ) plus (ii) $4.43 for each outstanding share of Series B Preferred Stock (subject to appropriate adjustments for stock splits, stock dividends, combinations or other recapitalizations and hereafter referred to as the "Original Series B Issue Price"), and (iii) an amount equal to any declared but unpaid dividends on thereon (such share of sum, the "Series A Preferred Stock or Series B Preferred Stock, as applicableE Liquidation Value"). If upon the occurrence of any such eventliquidation, the assets and funds thus distributed among the holders dissolution or winding up of the Series A Preferred Stock and the Series B Preferred Stock shall be insufficient to permit the payment to such holders of the full aforesaid preferential amounts, then, the entire assets and funds of the corporation legally available for distribution shall be distributed ratably among the holders of the Series A Preferred Stock and the Series B Preferred Stock in proportion to the aggregate liquidation preferences of the respective series, and ratably among the holders of that series in proportion to the amount of such stock owned by each such holder. b. After the distributions described in subsection (a) above have been paid, Company the remaining assets of the corporation Company available for distribution to its stockholders shall be distributed among insufficient to pay the holders of shares of Series A D Preferred and Series E Preferred Stock the full liquidation amount to which each is entitled under the Series D Designations and this Certificate, as the case may be, then the holders of shares of Series D Preferred and Series E Preferred Stock shall share ratably in any distribution of the remaining assets of the Company in proportion to the respective amounts which would otherwise be payable in respect of the shares of such Preferred Stock held by them upon such distribution if all amounts payable on or with respect to such shares were paid in full. (b) After payment in full of the liquidation amounts to which all outstanding shares of Series D Preferred and Series E Preferred Stock are entitled, then the remaining assets of the Company legally available for distribution, if any, shall be distributed to the holders of Common Stock. (c) The following events shall be considered a liquidation for purposes of Section 3(a) above and Section 6 (a) below unless the holders of at least a majority of the voting power of all then outstanding shares of each of the Series D Preferred and the Series E Preferred Stock, Series B Preferred Stock and Common Stock pro rata based on the number of shares of Common Stock held by each vote otherwise: (assuming conversion of all such Series A Preferred Stock and Series B Preferred Stock). c. A i) any merger, consolidation or merger other business combination of this corporation with the Company in which the stockholders of the Company immediately prior to such transaction will, immediately after such transaction (by virtue of securities issued in the transaction or into any other corporation or corporationsotherwise), or beneficially own (as determined pursuant to rule 13d-3 under the Securities Exchange Act of 1934, as amended (the "Exchange Act") capital stock representing less than fifty percent (50%) of the voting power of the surviving entity's voting stock immediately after such transaction; or (ii) a sale, conveyance or disposition sale of all or substantially all of the assets of this corporation the Company to any other entity, where the Company's stockholders immediately prior to such sale will, immediately after such sale (by virtue of securities issued as consideration for the Company's sale or otherwise), beneficially own (as determined pursuant to Rule 13d-3 under the effectuation by the corporation of a transaction or series of related transactions in which more Exchange Act) capital stock representing less than fifty percent (50% %) of the voting power of the corporation acquiring entity's voting stock. (d) In either of the events in Section 3(c) above, if the consideration received by the Company is disposed of (excluding other than cash, its value will be deemed its fair market value as determined in good faith by the issuance of shares of Series A Preferred Stock pursuant to the Series A Preferred Stock Purchase Agreement and the issuance of Series B Preferred Stock pursuant to the Series B Preferred Stock Purchase Agreement), Board. Any securities shall be deemed to be a liquidation, dissolution or winding up within the meaning of this Section 2.valued as follows:

Liquidation Preference. a. In the event of any a liquidation, dissolution or winding up of this the corporation, either whether voluntary or involuntary, the holders of Series A Preferred Stock and Series B Preferred Stock shall be entitled to receive, prior and in preference to any distribution of any receive out of the assets of this corporation the corporation, whether such assets are stated capital or surplus of any nature, an amount equal to $1,000 per share (the "LIQUIDATION PREFERENCE") plus the dividends accrued and unpaid thereon to the date of final distribution to such holders, whether or not declared, without interest, before any payment shall be made or any assets distributed to the holders of Common Stock by reason or any other class or series of their ownership thereof, an amount per share equal the corporation's capital stock ranking junior as to liquidation rights to the sum of (i) $2.00 for each outstanding share of Series A Preferred Stock; provided, (subject however, that such rights shall accrue to appropriate adjustments for stock splits, stock dividends, combinations or other recapitalizations and hereafter referred to as the "Original Series A Issue Price"), (ii) $4.43 for each outstanding share of Series B Preferred Stock (subject to appropriate adjustments for stock splits, stock dividends, combinations or other recapitalizations and hereafter referred to as the "Original Series B Issue Price"), and (iii) an amount equal to declared but unpaid dividends on such share holders of Series A Preferred Stock or Series B Preferred Stock, as applicable. If upon only in the occurrence event that the corporation's payments with respect to the liquidation preferences (plus any accrued and unpaid dividends thereon) of such event, the assets and funds thus distributed among the holders of capital stock of the corporation ranking senior as to liquidation rights to the Series A Preferred Stock (the "SENIOR LIQUIDATION STOCK") are fully met. If the assets of the corporation available for distribution after the liquidation preferences (plus any accrued and unpaid dividends thereon) of the Senior Liquidation Stock are fully met are not sufficient to pay an amount equal to the Liquidation Preference (plus any accrued and unpaid dividends thereon) to the holders of outstanding shares of Series A Preferred Stock and the liquidation preference (plus any accrued and unpaid dividends thereon) to the holders of any other series of the corporation's capital stock which may hereafter be created in accordance with Section 6(c) hereof having liquidation rights on a parity with the shares of Series B A Preferred Stock shall be insufficient to permit (the payment to such holders of "PARITY LIQUIDATION STOCK"), then the full aforesaid preferential amounts, then, the entire assets and funds of the corporation legally available for distribution shall be distributed ratably among the holders of the Series A Preferred Stock and the Series B Preferred Parity Liquidation Stock in proportion to the aggregate liquidation preferences respective preferential amounts to which each is entitled (but only to the extent of such preferential amounts). After payment in full of the respective seriesamounts in respect of the Liquidation Preference (and any accrued and unpaid dividends thereon) to which they are entitled, and ratably among the holders of that series in proportion to the amount of such stock owned by each such holder. b. After the distributions described in subsection (a) above have been paid, the remaining assets of the corporation available for distribution to stockholders shall be distributed among the holders of Series A Preferred Stock, Series B Preferred Stock and Common Stock pro rata based on the number of shares of Common Stock held by each (assuming conversion of all such Series A Preferred Stock and Series B Preferred Stock). c. A consolidation or merger of this corporation with or into any other corporation or corporations, or a sale, conveyance or disposition of all or substantially all of the assets of this corporation or the effectuation by the corporation of a transaction or series of related transactions in which more than 50% of the voting power of the corporation is disposed of (excluding the issuance of shares of Series A Preferred Stock pursuant to the Series A Preferred Stock Purchase Agreement and shall not be entitled to any further participation in any distribution of assets of the issuance corporation. Neither a consolidation, merger or other business combination of Series B Preferred Stock pursuant to the Series B Preferred Stock Purchase Agreement)corporation with or into another corporation or other entity nor a sale or transfer of all or part of the corporation's assets for cash, securities or other property shall be deemed to be considered a liquidation, dissolution or winding up within of the meaning corporation for purposes of this Section 24 (unless in connection therewith the liquidation of the corporation is specifically approved). The holder of any shares of Series A Preferred Stock shall not be entitled to receive any payment owed for such shares under this Section 4 until the corporation has received (i) the certificate(s) representing such shares of Series A Preferred Stock and (ii) transfer instrument(s) satisfactory to the corporation and sufficient to transfer such shares of Series A Preferred Stock to the corporation free of any adverse interest. No interest shall accrue on any payment made in respect of the Liquidation Preference (and any accrued and unpaid dividends thereon) after the due date thereof.

Liquidation Preference. a. In the event of (a) Upon any voluntary or involuntary liquidation, dissolution or winding up of this corporationthe affairs of the Corporation, either voluntary the holders of shares of Series B Preferred Stock are entitled to be paid out of the assets of the Corporation legally available for distribution to its shareholders a liquidation preference of $25.00 per share (the “Liquidation Preference”), plus an amount equal to any accrued and unpaid dividends to, but excluding, the date of payment (whether or involuntarynot declared), but without interest, before any distribution of assets is made to holders of common stock or any other class or series of capital stock of the Corporation that ranks junior to the Series B Preferred Stock as to liquidation rights. However, the holders of the shares of Series B Preferred Stock will not be entitled to receive the Liquidation Preference, plus any accrued and unpaid dividends, of such shares until the Liquidation Preference of any other series or class of the Corporation’s capital stock hereafter issued which ranks senior as to liquidation rights to the Series B Preferred Stock has been paid in full. The holders of Series B Preferred Stock and all series or classes of the Corporation’s capital stock which rank on a parity as to liquidation rights with the Series B Preferred Stock are entitled to share ratably, in accordance with the respective preferential amounts payable on such capital stock, in any distribution (after payment of the liquidation preference of any capital stock of the Corporation that ranks senior to the Series B Preferred Stock as to liquidation rights) which is not sufficient to pay in full the aggregate of the amounts payable thereon. Holders of Series B Preferred Stock will be entitled to written notice of any event triggering the right to receive such Liquidation Preference. After payment of the full amount of the Liquidation Preference, plus any accrued and unpaid dividends to which they are entitled, the holders of Series A Preferred Stock and Series B Preferred Stock shall be entitled to receive, prior and in preference will have no right or claim to any distribution of any of the assets of this corporation to the holders of Common Stock by reason of their ownership thereof, an amount per share equal to the sum of (i) $2.00 for each outstanding share of Series A Preferred Stock, (subject to appropriate adjustments for stock splits, stock dividends, combinations or other recapitalizations and hereafter referred to as the "Original Series A Issue Price"), (ii) $4.43 for each outstanding share of Series B Preferred Stock (subject to appropriate adjustments for stock splits, stock dividends, combinations or other recapitalizations and hereafter referred to as the "Original Series B Issue Price"), and (iii) an amount equal to declared but unpaid dividends on such share of Series A Preferred Stock or Series B Preferred Stock, as applicable. If upon the occurrence of such event, the assets and funds thus distributed among the holders of the Series A Preferred Stock and the Series B Preferred Stock shall be insufficient to permit the payment to such holders of the full aforesaid preferential amounts, then, the entire assets and funds of the corporation legally available for distribution shall be distributed ratably among the holders of the Series A Preferred Stock and the Series B Preferred Stock in proportion to the aggregate liquidation preferences of the respective series, and ratably among the holders of that series in proportion to the amount of such stock owned by each such holder. b. After the distributions described in subsection (a) above have been paid, the remaining assets of the corporation available for distribution to stockholders shall be distributed among the holders of Series A Preferred Stock, Series B Preferred Stock and Common Stock pro rata based on the number of shares of Common Stock held by each (assuming conversion of all such Series A Preferred Stock and Series B Preferred Stock). c. A Corporation. The consolidation or merger of this corporation the Corporation with or into any other corporation, trust or entity or of any other corporation with or corporationsinto the Corporation, or a the sale, lease or conveyance or disposition of all or substantially all of the assets of this corporation property or the effectuation by the corporation of a transaction or series of related transactions in which more than 50% business of the voting power of the corporation is disposed of (excluding the issuance of shares of Series A Preferred Stock pursuant to the Series A Preferred Stock Purchase Agreement and the issuance of Series B Preferred Stock pursuant to the Series B Preferred Stock Purchase Agreement)Corporation, shall not be deemed to be constitute a liquidation, dissolution or winding up within of the meaning Corporation. (b) In determining whether a distribution to holders of this Section 2Series B Preferred Stock (other than upon voluntary or involuntary liquidation) by dividend, redemption or other acquisition of shares of stock of the Corporation or otherwise is permitted under the FBCA, 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 distribution of holders of shares of stock of the Corporation whose preferential rights upon dissolution are superior to those receiving the distribution.

Liquidation Preference. a. In the event of any liquidation, dissolution or winding up of this corporation, either voluntary or involuntary, subject to the rights of series of Preferred Stock which may from time to time come into existence, the holders of Series A Preferred Stock and Series B Preferred Stock shall be entitled to receive, prior and in preference to any distribution of any of the assets of this corporation to the holders of Common Stock by reason of their ownership thereof, an amount per share equal to the sum of (i) $2.00 for each outstanding share of Series A Preferred Stock, (subject to appropriate adjustments for stock splits, stock dividends, combinations or other recapitalizations and hereafter referred to as the "Original Series A Issue Price"), (ii) $4.43 1.00 for each outstanding share of Series B Preferred Stock (subject to appropriate adjustments for stock splits, stock dividends, combinations or other recapitalizations and hereafter referred to as the "Original Series B Issue Price"), and as adjusted to reflect any share split, dividend, combination, reclassification or similar event involving the Series B Preferred Stock plus (iiiii) an amount per share equal to declared but unpaid dividends on such eight (8) percent of the Original Series B Issue Price compounded annually. The holders of Series M Preferred Stock shall be entitled to receive, prior and in preference to any distribution of any of the assets of this corporation to the holders of Common Stock by reason of their ownership thereof, an amount per share equal to $6.00 for each outstanding share of Series A M Preferred Stock (the "Original Series M Issue Price"), as adjusted to reflect any share split, dividend, combination, reclassification or similar event involving the Series B M Preferred Stock, as applicable. If upon the occurrence of such event, the assets and funds thus distributed among the holders of the Series A B Preferred Stock and the Series B M Preferred Stock shall be insufficient to permit the payment to such holders of the full aforesaid preferential amounts, then, subject to the rights of series of Preferred Stock which may from time to time come into existence, the entire assets and funds of the corporation legally available for distribution shall be distributed ratably among the holders of the Series A B Preferred Stock and the Series B M Preferred Stock in proportion to the aggregate liquidation preferences of the respective series, and ratably among the holders of that series in proportion to the preferential amount of such stock owned by each such holderholder is otherwise entitled to receive. b. After the distributions described in subsection completion of the distribution required by subparagraph (a) above have been paidof this Section 2 and any other distribution which may be required with respect to series of Preferred Stock which may from time to time come into existence, the remaining assets of the this corporation available for distribution to stockholders shall be distributed among the holders of Series A Preferred Stock, Series B Preferred Stock and Common Stock pro rata based on the number of shares of Common Stock held by each (assuming conversion of all such Series A Preferred Stock and Series B Preferred Stock)each. c. A consolidation Whenever the distribution provided for in this Section 2 shall be payable in property other than cash, the value of such distribution shall be the fair market value of such property as determined in good faith by the Board of Directors. d. Any acquisition of the corporation by means of merger or merger other form of this corporate reorganization in which outstanding shares of the corporation with are exchanged for securities or into any other consideration issued by the acquiring corporation or corporationsits subsidiary (other than a mere reincorporation transaction), or a sale, conveyance or disposition of all or substantially all of the assets of this corporation or the effectuation by the corporation of a transaction or series of related transactions in which more than 50% of the voting power of the corporation is disposed of (excluding other than the issuance of shares of Series A Preferred Stock pursuant to the Series A Preferred Stock Purchase Agreement and the issuance of Series B Preferred Stock pursuant to the Series B Preferred Stock Purchase AgreementPublic Offering as defined herein), shall be deemed to be a liquidation, dissolution or winding up within the meaning of this Section 2.

Liquidation Preference. a. In the event of any a liquidation, dissolution or ---------------------- winding up of this corporationthe Company, either whether voluntary or involuntary, the holders of Series A Preferred Stock and Series B the Preferred Stock shall be entitled to receive, prior and in preference to any distribution of any receive out of the assets of this corporation the Company, whether such assets are stated capital or surplus of any nature, an amount equal to the Allocation Amount for each Share of Preferred Stock then outstanding before any payment shall be made or any assets distributed to the holders of Common Stock by reason of their ownership thereof, an amount per share equal to the sum of (i) $2.00 for each outstanding share of Series A Preferred Stock, (subject and thereafter such holders shall not be entitled to appropriate adjustments for stock splitsreceive any further amount. In the event that upon any such liquidation, stock dividendsdissolution or winding up, combinations whether voluntary or other recapitalizations and hereafter referred to as the "Original Series A Issue Price"), (ii) $4.43 for each outstanding share of Series B Preferred Stock (subject to appropriate adjustments for stock splits, stock dividends, combinations or other recapitalizations and hereafter referred to as the "Original Series B Issue Price"), and (iii) an amount equal to declared but unpaid dividends on such share of Series A Preferred Stock or Series B Preferred Stock, as applicable. If upon the occurrence of such eventinvoluntary, the assets and funds thus distributed available for distribution among the holders of the Series A Preferred Stock and any other class or series of preferred stock of the Series B Company which may hereafter be created having parity with the Preferred Stock in liquidation preference shall be insufficient to permit the payment to such holders of the full aforesaid preferential amountsamounts attributable to the Preferred Stock and such other class or series of preferred stock, then, then the entire assets and funds of the corporation legally Company available for distribution remaining after distribution to the holders of any other class or series of preferred stock of the Company which may hereafter be created having priority over the Preferred Stock in liquidation preference shall be distributed ratably among the holders of the Series A Preferred Stock and any other class or series of preferred stock of the Series B Company which may hereafter be created having parity with the Preferred Stock in proportion to the aggregate liquidation preferences of the respective series, and ratably among the holders of that series in proportion preferential amounts to the amount of such stock owned by which each such holderis entitled. b. After the distributions described in subsection (a) above have been paid, the remaining assets of the corporation available for distribution to stockholders shall be distributed among the holders of Series A Preferred Stock, Series B Preferred Stock and Common Stock pro rata based on the number of shares of Common Stock held by each (assuming conversion of all such Series A Preferred Stock and Series B Preferred Stock). c. A consolidation or merger of this corporation with or into any other corporation or corporations, or a sale, conveyance or disposition of all or substantially all of the assets of this corporation or the effectuation by the corporation of a transaction or series of related transactions in which more than 50% of the voting power of the corporation is disposed of (excluding the issuance of shares of Series A Preferred Stock pursuant to the Series A Preferred Stock Purchase Agreement and the issuance of Series B Preferred Stock pursuant to the Series B Preferred Stock Purchase Agreement), shall be deemed to be a liquidation, dissolution or winding up within the meaning of this Section 2.

Liquidation Preference. a. In the event of any Upon liquidation, dissolution or and winding up of this corporation, either the Corporation (whether voluntary or involuntary) (a "Liquidation Event"), the holders of Series A Preferred Stock and Series B Preferred Stock Corporation shall be entitled to receive, prior and in preference to any distribution of any of the assets of this corporation pay to the holders of Common Stock by reason of their ownership thereof, an amount per share equal to the sum of (i) $2.00 for each outstanding share of Series A Preferred Stock, (subject to appropriate adjustments for stock splits, stock dividends, combinations or other recapitalizations and hereafter referred to as the "Original Series A Issue Price"), (ii) $4.43 for each outstanding share of Series B I Preferred Stock (subject unless otherwise provided for in the resolution or resolutions creating such stock) the aggregate Liquidation Value attributable to appropriate adjustments for stock splitssuch shares (each, stock dividends, combinations or other recapitalizations and hereafter referred to as the a "Original Series B Issue PriceShare"), and (iii) an amount equal to declared plus any accrued but unpaid dividends on such share of Series A Preferred Stock or Series B Preferred Stock, as applicablethereon. If upon the occurrence of any such eventLiquidation Event, the Corporation's assets and funds thus to be distributed among the holders of the Junior Securities, Series A B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock, Series F Preferred Stock, Series G Preferred Stock, Series H Preferred Stock and the Series B I Preferred Stock shall be are insufficient to permit the payment to such holders of the full aforesaid preferential amountsaggregate amount of their respective liquidation preference pursuant to the Corporation's Amended and Restated Certificate of Incorporation, thenas amended from time to time (the "Charter"), as applicable, then the entire assets and funds of the corporation legally available for distribution shall to be distributed ratably among the holders of the Series A Preferred Stock and the Series B Preferred Stock in proportion to the aggregate liquidation preferences of the respective series, and ratably among the holders of that series in proportion to the amount of such stock owned by each such holder. b. After the distributions described in subsection (a) above have been paid, the remaining assets of the corporation available for distribution to Corporation's stockholders shall be distributed among in accordance with the holders priorities set forth in Article IV, Section 3 of the Charter, with the Series A I Preferred StockStock ranking pari passu with the Series D, Series B F, G and H Preferred Stock and Common Stock pro rata based on the number of shares of Common Stock held by each (assuming conversion of all such Series A Preferred Stock and Series B Preferred Stock). c. A consolidation or merger of this corporation with or into any other corporation or corporations, or a sale, conveyance or disposition of all or substantially all of the assets of this corporation or the effectuation by the corporation of a transaction or series of related transactions in which more than 50% of the voting power of the corporation is disposed of (excluding the issuance of shares of Series A Preferred Stock pursuant to the Series A Preferred Stock Purchase Agreement and the issuance of Series B Preferred Stock pursuant prior to the Series B and C Preferred Stock. Not less than sixty (60) days prior to the payment date of the Liquidation Value, the Corporation shall mail written notice of any such Liquidation Event to each record holder of Series I Preferred Stock, setting forth in reasonable detail the amount of proceeds to be paid with respect to each Share and each share of Common Stock Purchase Agreement), in connection with such Liquidation Event. A change of control of the Corporation shall not be deemed to be a liquidation, dissolution or winding up within the meaning Liquidation Event for purposes of this Section 23.

Liquidation Preference. a. (a) In the event of any liquidation, dissolution or winding up of this corporation, either voluntary or involuntary, subject to the rights of series of Preferred Stock that may from time to time come into existence, the holders of Series A Preferred Stock, Series B Preferred Stock and Series B C Preferred Stock shall be entitled to receive, pro-rata and prior and in preference to any distribution of any of the assets of this corporation to the holders of Common Stock by reason of their ownership thereof, (i) with respect to the Series A Preferred Stock, an amount per share equal to the sum of (iA) $2.00 6.675 for each outstanding share of Series A Preferred Stock, Stock (subject to appropriate adjustments for stock splits, stock dividends, combinations or other recapitalizations and hereafter referred to as the "Original Series A Issue Price")) and (B) an amount equal to the sum of (I) five percent (5%) return on the Original Series A Issue Price, compounded annually from the Series A Purchase Date (as defined herein) through the date of liquidation, dissolution or winding up of this corporation and (II) declared but unpaid dividends on each share, (ii) with respect to the Series B Preferred Stock, an amount per share equal to the sum of (A) $4.43 6.675 for each outstanding share of Series B Preferred Stock (subject to appropriate adjustments for stock splits, stock dividends, combinations or other recapitalizations and hereafter referred to as the "Original Series B Issue Price"), ) and (iiiB) an amount equal to the sum of (I) five percent (5%) return on the Original Series B Issue Price, compounded annually from the Series B Purchase Date (as defined herein) through the date of liquidation, dissolution or winding up of this corporation and (II) declared but unpaid dividends on such each share and (iii) with respect to the Series C Preferred Stock, an amount per share equal to the sum of (A) $8.00 for each outstanding share of Series A C Preferred Stock (the "Original Series C Issue Price") and (B) an amount equal to the sum of (I) five percent (5%) return on the Original Series C Issue Price, compounded annually from the Series C Purchase Date (as defined herein) through the date of liquidation, dissolution or Series B Preferred Stock, as applicablewinding up of this corporation and (II) declared but unpaid dividends on each share. If upon the occurrence of such event, the assets and funds thus distributed among the holders of the Series A Preferred Stock, Series B Preferred Stock and the Series B C Preferred Stock shall be insufficient to permit the payment to such holders of the full aforesaid preferential amounts, then, subject to the rights of series of Preferred Stock that may from time to time come into existence, the entire assets and funds of the corporation legally available for distribution shall be distributed ratably among the holders of the Series A Preferred Stock and the Stock, Series B Preferred Stock in proportion to the aggregate liquidation preferences of the respective series, and ratably among the holders of that series Series C Preferred Stock in proportion to the amount of such stock owned by each such holder. b. (b) After the distributions described in subsection (a) above have been paid, subject to the rights of series of Preferred Stock which may from time to time come into existence, the remaining funds and assets of the corporation available for distribution to stockholders shareholders shall be distributed among the holders of Series A Preferred Stock, Series B Preferred Stock and Common Stock pro pro-rata based on the number of shares of Common Stock held by each (assuming conversion of all such Series A Preferred Stock and Series B Preferred Stock)each. c. A consolidation or merger (i) For purposes of this corporation with or into any other corporation or corporationsSection 2, or a sale, conveyance or disposition of all or substantially all of the assets of this corporation or the effectuation by the corporation of a transaction or series of related transactions in which more than 50% of the voting power of the corporation is disposed of (excluding the issuance of shares of Series A Preferred Stock pursuant to the Series A Preferred Stock Purchase Agreement and the issuance of Series B Preferred Stock pursuant to the Series B Preferred Stock Purchase Agreement), shall be deemed to be a liquidation, dissolution or winding up within the meaning of this Section 2.corporation shall be deemed to be occasioned by, or to include, (A) the acquisition of the corporation by another entity by means of any transaction or series of related transactions (including, without limitation, any reorganization, merger or consolidation, but excluding any merger effected exclusively for the purpose of changing the domicile of the corporation); or

Liquidation Preference. a. (a) In the event of any liquidation, dissolution or winding up of this corporation, either voluntary or involuntary, subject to the rights of series of Preferred Stock that may from time to time come into existence, the holders of Series A Preferred Stock and Series B Preferred Stock shall be entitled to receive, pro-rata and prior and in preference to any distribution of any of the assets of this corporation to the holders of Common Stock by reason of their ownership thereof, (i) with respect to the Series A Preferred Stock, an amount per share equal to the sum of (iA) $2.00 6.675 for each outstanding share of Series A Preferred Stock, Stock (subject to appropriate adjustments for stock splits, stock dividends, combinations or other recapitalizations and hereafter referred to as the "Original Series A Issue Price")) and (B) an amount equal to the sum of (I) five percent (5%) return on the Original Series A Issue Price, compounded annually from the Series A Purchase Date (as defined herein) through the date of liquidation, dissolution or winding up of this corporation and (II) declared but unpaid dividends on each share and (ii) with respect to the Series B Preferred Stock, an amount per share equal to the sum of (A) $4.43 6.675 for each outstanding share of Series B Preferred Stock (subject to appropriate adjustments for stock splits, stock dividends, combinations or other recapitalizations and hereafter referred to as the "Original Series B Issue Price"), ) and (iiiB) an amount equal to the sum of (I) five percent (5%) return on the Original Series B Issue Price, compounded annually from the Series B Purchase Date (as defined herein) through the date of liquidation, dissolution or winding up of this corporation and (II) declared but unpaid dividends on such share of Series A Preferred Stock or Series B Preferred Stock, as applicableeach share. If upon the occurrence of such event, the assets and funds thus distributed among the holders of the Series A Preferred Stock and the Series B Preferred Stock shall be insufficient to permit the payment to such holders of the full aforesaid preferential amounts, then, subject to the rights of series of Preferred Stock that may from time to time come into existence, the entire assets and funds of the corporation legally available for distribution shall be distributed ratably among the holders of the Series A Preferred Pre- ferred Stock and the Series B Preferred Stock in proportion to the aggregate liquidation preferences of the respective series, and ratably among the holders of that series in proportion to the amount of such stock owned by each such holder. b. (b) After the distributions described in subsection (a) above have been paid, subject to the rights of series of Preferred Stock which may from time to time come into existence, the remaining funds and assets of the corporation available for distribution to stockholders shareholders shall be distributed among the holders of Series A Preferred Stock, Series B Preferred Stock and Common Stock pro rata based on the number of shares of Common Stock held by each (assuming conversion of all such Series A Preferred Stock and Series B Preferred Stock)each. c. A consolidation or merger (i) For purposes of this corporation with or into any other corporation or corporationsSection 2, or a sale, conveyance or disposition of all or substantially all of the assets of this corporation or the effectuation by the corporation of a transaction or series of related transactions in which more than 50% of the voting power of the corporation is disposed of (excluding the issuance of shares of Series A Preferred Stock pursuant to the Series A Preferred Stock Purchase Agreement and the issuance of Series B Preferred Stock pursuant to the Series B Preferred Stock Purchase Agreement), shall be deemed to be a liquidation, dissolution or winding up within the meaning of this Section 2.corporation shall be deemed to be occasioned by, or to include, (A) the acquisition of the corporation by another entity by means of any transaction or series of

Liquidation Preference. a. In If the event per-share value of the stock, cash, other assets or any liquidation, dissolution or winding up of this corporation, either voluntary or involuntary, combination thereof to be received by the holders of Series A C-2 Preferred Stock and for each share of Series B C-2 Preferred Stock shall to be entitled converted in such Preferred Stock Conversion Event is an amount that is less than the Series C-2 Liquidation Preference, then the Corporation will notify each holder of Series C-2 Preferred Stock at least fifteen (15) days prior to receivethe effective date of such Preferred Stock Conversion Event, prior and in preference to any distribution at the sole election of any of the assets of this corporation to the holders of Common Stock by reason a majority of their ownership thereof, an amount per share equal to the sum of (i) $2.00 for each outstanding share of Series A C-2 Preferred Stock, (subject and only to appropriate adjustments for stock splits, stock dividends, combinations or other recapitalizations and hereafter referred the extent that the per-share value to as the "Original Series A Issue Price"), (ii) $4.43 for each outstanding share of Series B Preferred Stock (subject to appropriate adjustments for stock splits, stock dividends, combinations or other recapitalizations and hereafter referred to as the "Original Series B Issue Price"), and (iii) an amount equal to declared but unpaid dividends on such share of Series A Preferred Stock or Series B Preferred Stock, as applicable. If upon the occurrence of such event, the assets and funds thus distributed among be received by the holders of the Series A C-2 Preferred Stock and is an amount that is less than the Series B Preferred Stock shall C-2 Liquidation Preference, after giving effect to and including in the calculation of the per-share value to be insufficient to permit the payment distributed to such holders any amounts paid or payable to such holders under the Option Agreement, (A) the Preferred Stock Conversion Price applicable to the Series C-2 Preferred Stock will be adjusted immediately prior to the Preferred Stock Conversion Event such that the total value of the full aforesaid preferential amountssecurities to be received by the holders of Series C-2 Preferred Stock for each share of Series C-2 Preferred Stock to be converted in such Preferred Stock Conversion Event will be equal to the Series C-2 Liquidation Preference, then, (B) the entire assets and funds Corporation shall make a Cash Payment to the holders of each share of Series C-2 Preferred Stock such that the value of the corporation legally available for distribution shall securities to be distributed ratably among received by the holders of the Series A C-2 Preferred Stock and for each share of Series C-2 Preferred Stock to be converted in such Preferred Stock Conversion Event plus such Cash Payment will equal the Series B Preferred Stock C-2 Liquidation Preference or (C) a combination of the actions described in proportion to (A) and (B) shall be made, provided that the total amount of value received by such holders in any such combination of the actions described in (A) and (B) shall not, in the aggregate, exceed the aggregate liquidation preferences of the respective series, and ratably among the holders of that series in proportion to the amount of such stock owned by each such holder. b. After the distributions described in subsection (a) above have been paid, the remaining assets of the corporation available for distribution to stockholders shall be distributed among the holders of Series A Preferred Stock, Series B Preferred Stock and Common Stock pro rata based on the number of shares of Common Stock held by each (assuming conversion of all such Series A Preferred Stock and Series B Preferred Stock). c. A consolidation or merger of this corporation with or into any other corporation or corporations, or a sale, conveyance or disposition of all or substantially all of the assets of this corporation or the effectuation by the corporation of a transaction or series of related transactions in which more than 50% of the voting power of the corporation is disposed of (excluding the issuance of shares of Series A Preferred Stock pursuant to the Series A Preferred Stock Purchase Agreement and the issuance of Series B Preferred Stock pursuant to the Series B Preferred Stock Purchase Agreement), shall be deemed to be a liquidation, dissolution or winding up within the meaning of this Section 2.C-2

Liquidation Preference. a. In The shares of Series A Preferred Stock shall rank, as to rights to distributions on liquidation, dissolution or winding up of the Corporation, prior to the shares of Common Stock and any other stock of the Corporation ranking junior to the Series A Preferred Stock as to rights upon liquidation, dissolution or winding up of the Corporation, so that in the event of any liquidation, dissolution or winding up of this corporationthe Corporation, either whether voluntary or involuntary, the holders of Series A Preferred Stock and Series B Preferred Stock shall be entitled to receive, prior and in preference to any distribution of any of the assets of this corporation to the holders of Common Stock by reason of their ownership thereof, an amount per share equal to the sum of (i) $2.00 for each outstanding share of Series A Preferred Stock, (subject to appropriate adjustments for stock splits, stock dividends, combinations or other recapitalizations and hereafter referred to as the "Original Series A Issue Price"), (ii) $4.43 for each outstanding share of Series B Preferred Stock (subject to appropriate adjustments for stock splits, stock dividends, combinations or other recapitalizations and hereafter referred to as the "Original Series B Issue Price"), and (iii) an amount equal to declared but unpaid dividends on such share of Series A Preferred Stock or Series B Preferred Stock, as applicable. If upon the occurrence of such event, the assets and funds thus distributed among the holders of the Series A Preferred Stock and the Series B Preferred Stock shall be insufficient entitled to permit the payment to such holders receive out of the full aforesaid preferential amounts, then, the entire assets and funds of the corporation Corporation legally available for distribution shall be distributed ratably among to its stockholders, an amount equal to $100 per share, plus an amount equal to all dividends (whether or not earned or declared) accrued and accumulated and unpaid on the shares of Series A Preferred Stock to the date of payment (including any Post-Declaration Date Dividends and Additional Dividends), before any distribution of assets is made to holders of shares of Common Stock or any other class or series of stock of the Corporation that ranks junior to the Series A Preferred Stock as to rights to distributions upon liquidation, dissolution or winding up. The holders of the Series A Preferred Stock and shall not be entitled to receive the preferential amounts as aforesaid until the liquidation preference of any other stock of the Corporation ranking senior to the Series B A Preferred Stock as to rights to distributions upon liquidation, dissolution or winding up shall have been paid (or a sum set aside therefor sufficient to provide for payment) in proportion to the aggregate liquidation preferences full. After payment of the respective seriesfull amount of the preferential amounts as aforesaid, and ratably the holders of shares of Series A Preferred Stock will not be entitled to any further participation in any distribution of assets by the Corporation. If, upon any liquidation, dissolution or winding up of the Corporation, the assets of the Corporation, or proceeds thereof, distributable among the holders of that series in proportion to the amount of such stock owned by each such holder. b. After the distributions described in subsection (a) above have been paid, the remaining assets of the corporation available for distribution to stockholders shall be distributed among the holders of Series A Preferred Stock, Series B Preferred Stock and Common Stock pro rata based on the number of shares of Common Stock held by each (assuming conversion of all such Series A Preferred Stock and any stock ranking on a parity with the Series B A Preferred Stock). c. A Stock as to rights to distributions on liquidation, dissolution or winding up of the Corporation shall be insufficient to pay in full the preferential amounts to which such stock would be entitled, then such assets, or the proceeds thereof, shall be distributable among such holders ratably in accordance with the respective amounts which would be payable on such shares if all amounts payable thereon were paid in full. For the purposes hereof, neither a consolidation or merger of this corporation the Corporation with or into any other corporation corporation, nor a merger of any one or corporationsmore other corporations with or into the Corporation, or nor a sale, conveyance lease, exchange or disposition transfer of all or substantially all of the Corporation's assets of this corporation or the effectuation by the corporation of a transaction or series of related transactions in which more than 50% of the voting power of the corporation is disposed of (excluding the issuance of shares of Series A Preferred Stock pursuant to the Series A Preferred Stock Purchase Agreement and the issuance of Series B Preferred Stock pursuant to the Series B Preferred Stock Purchase Agreement), shall be deemed to be considered a liquidation, dissolution or winding up within of the meaning of this Section 2Corporation.

Liquidation Preference. a. (a) In the event of any liquidation, dissolution or winding up of this corporation, either voluntary or involuntary, subject to the rights of any additional series of Preferred Stock that may from time to time come into existence in accordance with Section 6 hereof, the holders of Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock and Series B E Preferred Stock shall be entitled to receive, prior and in preference to any distribution of any of the assets of this corporation to the holders of Common Stock by reason of their ownership thereof, an amount per share equal to the sum of (iA) $2.00 for each outstanding share of Series A Preferred Stock, Stock (subject to appropriate adjustments for stock splits, stock dividends, combinations or other recapitalizations and hereafter hereinafter referred to as the "Original Series A Issue Price"), (iiB) $4.43 3.00 for each outstanding share of Series B Preferred Stock (subject to appropriate adjustments for stock splits, stock dividends, combinations or other recapitalizations and hereafter hereinafter referred to as the "Original Series B Issue Price"), and (iiiC) an amount equal to declared but unpaid dividends on such $6.00 for each outstanding share of Series A C Preferred Stock (subject to appropriate adjustments for stock splits, stock dividends, combinations or other recapitalizations and hereinafter referred to as the "Original Series B Preferred StockC Issue Price"), as applicable. If upon the occurrence (D) $7.20 for each outstanding share of such event, the assets and funds thus distributed among the holders of the Series A D Preferred Stock (subject to appropriate adjustments for stock splits, stock dividends, combinations or other recapitalizations and hereinafter referred to as the "Original Series B D Issue Price"), (E) $8.00 for each outstanding share of Series E Preferred Stock shall be insufficient (subject to permit appropriate adjustments for stock splits, stock dividends, combinations or other recapitalizations and hereinafter referred to as the payment to such holders of the full aforesaid preferential amounts, then, the entire assets "Original Series E Issue Price") and funds of the corporation legally available for distribution shall be distributed ratably among the holders of the Series A Preferred Stock and the Series B Preferred Stock in proportion to the aggregate liquidation preferences of the respective series, and ratably among the holders of that series in proportion to the amount of such stock owned by each such holder.(F) an b. (b) After the distributions described in subsection (a) above have been paid, and subject to the rights of any additional series of Preferred Stock which may from time to time come into existence, the remaining assets of the corporation available for distribution to stockholders shareholders shall be distributed among the holders of Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock, Series E Preferred Stock and Common Stock pro rata based on the number of shares of Common Stock held by each (assuming conversion of all such Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock and Series B E Preferred Stock). c. (c) A consolidation or merger of this corporation with or into any other corporation or corporationscorporations in which the shareholders of this corporation immediately prior to such consolidation or merger own less than fifty percent (50%) of the voting power of the successor corporation or corporations immediately after such consolidation or merger, or a sale, conveyance or disposition of all or substantially all of the assets of this corporation or the effectuation by the corporation of a transaction or series of related transactions in which more than fifty percent (50% %) of the voting power of the corporation is disposed of (excluding the issuance of shares of Series A Preferred Stock pursuant to the Series A Preferred Stock Purchase Agreement and the issuance of Series B Preferred Stock pursuant to the Series B Preferred Stock Purchase Agreement)of, shall be deemed to be a liquidation, dissolution or winding up within the meaning of this Section 2, unless, in each such case, the value of the consideration to be received by the holders of Series A Preferred Stock, the holders of Series B Preferred Stock, the holders of Series C Preferred Stock, the holders of Series D Preferred Stock and the holders of Series E Preferred Stock, without treating such transaction as a liquidation, dissolution or winding up within the meaning of this Section 2, exceeds $10.00 per share (subject to appropriate adjustments for stock splits, stock dividends or combinations). (d) Whenever a distribution provided for in subsections (a) and (b) above or a transaction described in subsection (c) above shall be payable in securities or property other than cash, the value of such distribution or the consideration to be received in such transaction shall be the fair market value of such securities or other property as determined in good faith by the Board of Directors.

Liquidation Preference. a. (a) In the event of any liquidation, dissolution or winding winding-up of this corporationthe Corporation, either whether voluntary or involuntary, after any payment or distribution of the assets of the Corporation (whether capital or surplus) shall be made to or set apart for the holders of Senior Securities, and before any payment or distribution of the assets of the Corporation (whether capital or surplus) shall be made to or set apart for the holders of Junior Securities, the holders of the shares of Series A G Preferred Stock and Series B H Preferred Stock taken together shall be entitled to receive, prior receive an amount in cash equal to the greater of (x) the aggregate Liquidation Preferences (as set forth herein and in preference the Series G Designation) of the shares of Series G Preferred Stock and Series H Preferred Stock as of the date of liquidation, or (y) the aggregate amount that would have been received with respect to the shares of Series G Preferred Stock and Series H Preferred Stock if such stock had been converted to Common Stock immediately prior to such liquidation, dissolution or winding-up. If, upon any distribution liquidation, dissolution or winding-up of any of the Corporation, the assets of this corporation to the holders of Common Stock by reason of their ownership Corporation, or proceeds thereof, an amount per share equal shall be insufficient to pay in full the sum aforesaid amounts under clause (x) of the preceding sentence and liquidating payments on all Parity Securities, then such assets, or proceeds thereof, shall (i) $2.00 for each outstanding share of Series A Preferred Stock, (subject to appropriate adjustments for stock splits, stock dividends, combinations or other recapitalizations and hereafter referred to as the "Original Series A Issue Price"), (ii) $4.43 for each outstanding share of Series B Preferred Stock (subject to appropriate adjustments for stock splits, stock dividends, combinations or other recapitalizations and hereafter referred to as the "Original Series B Issue Price"), and (iii) an amount equal to declared but unpaid dividends on such share of Series A Preferred Stock or Series B Preferred Stock, as applicable. If upon the occurrence of such event, the assets and funds thus be distributed among the holders shares of the Series A G Preferred Stock and the Series B H Preferred Stock shall taken together and all such other Parity Securities ratably in accordance with the respective amounts that would be insufficient to permit the payment to payable on such holders shares of the full aforesaid preferential amounts, then, the entire assets and funds of the corporation legally available for distribution shall be distributed ratably among the holders of the Series A Preferred Stock and any such other Parity Securities if all amounts payable thereon were paid in full and (ii) the amount distributable under clause (i) to the Series B Preferred Stock in proportion to the aggregate liquidation preferences of the respective series, and ratably among the holders of that series in proportion to the amount of such stock owned by each such holder. b. After the distributions described in subsection (a) above have been paid, the remaining assets of the corporation available for distribution to stockholders shall be distributed among the holders of Series A Preferred Stock, Series B Preferred Stock and Common Stock pro rata based on the number of shares of Common Stock held by each (assuming conversion of all such Series A G Preferred Stock and Series B H Preferred Stock taken together, shall first be distributed to the Series G Preferred Stock until it has received an amount equal to the aggregate Preference Amounts (as defined in the Series G Designation) of all Series G Preferred Stock outstanding as of the date of liquidation and thereafter 37.5% to the Series G Preferred Stock and 62.5% to the Series H Preferred Stock). c. A consolidation . If, upon any liquidation, dissolution or merger winding-up of the Corporation, the assets of the Corporation, or proceeds thereof, distributable to the Series G Preferred Stock and Series H Preferred Stock taken together shall be sufficient to pay in full the aforesaid amounts under clause (x) of the first sentence of this corporation subsection 5(a) then such amount shall first be distributed to the Series G Preferred Stock until it has received an amount equal to the aggregate Preference Amounts (as defined in the Series G Designation) of all Series G Preferred Stock outstanding as of the date of liquidation and thereafter 37.5% to the Series G Preferred Stock and 62.5% to the Series H Preferred Stock. Any amounts distributed with or into any other corporation or corporationsrespect to the Series H Preferred Stock pursuant to this paragraph 5(a) shall be allocated pro rata among the shares of Series H Preferred Stock. For the purposes of this paragraph 5, or a neither the sale, conveyance conveyance, exchange or disposition transfer (for cash, shares of stock, securities or other consideration) of all or substantially all of the property or assets of this corporation the Corporation nor the consolidation or the effectuation by the corporation of a transaction or series of related transactions in which more than 50% merger of the voting power of the corporation is disposed of (excluding the issuance of shares of Series A Preferred Stock pursuant to the Series A Preferred Stock Purchase Agreement and the issuance of Series B Preferred Stock pursuant to the Series B Preferred Stock Purchase Agreement), Corporation with or into one or more other entities shall be deemed to be a liquidation, dissolution or winding winding-up within of the meaning Corporation. (b) Subject to the rights of the holders of any Parity Securities, after payment shall have been made in full to the holders of the Series G Preferred Stock and the Series H Preferred Stock taken together, as provided in this Section 2paragraph 5, any other series or class or classes of Junior Securities shall, subject to the respective terms and provisions (if any) applying thereto, be entitled to receive any and all assets remaining to be paid or distributed, and the holders of the Series H Preferred Stock, Series G Preferred Stock and any Parity Securities shall not be entitled to share therein.

Liquidation Preference. a. In the event of (a) Upon any liquidation, dissolution or winding winding-up of this corporationthe Corporation, either whether voluntary or involuntaryinvoluntary (a “Liquidation”), after the holders satisfaction in full of the debts of the Corporation, upon Liquidation, each Holder of Series A Preferred Stock and Series B Preferred Stock shall be entitled to receive, prior and in preference to any distribution of any out of the assets of this corporation the Corporation or proceeds thereof (whether capital or surplus) available for distribution to shareholders of the Corporation, subject to the prior rights of holders of any Senior Stock, the Liquidation Preference for each outstanding share of Series A Preferred Stock held by such Holder, plus any accrued but unpaid dividends, in preference to the holders of of, and before any payment or distribution is made on (or any setting apart for any payment or distribution), any Junior Stock, including, without limitation, on any Common Stock by reason of their ownership thereof, an amount per share equal Stock. After the payment to the sum Holders of (i) $2.00 the Liquidation Preference for each outstanding share of Series A Preferred Stock, (subject such Holders shall not be entitled to appropriate adjustments for stock splits, stock dividends, combinations or other recapitalizations and hereafter referred to as the "Original Series A Issue Price"), (ii) $4.43 for each outstanding share of Series B Preferred Stock (subject to appropriate adjustments for stock splits, stock dividends, combinations or other recapitalizations and hereafter referred to as the "Original Series B Issue Price"), and (iii) an amount equal to declared but unpaid dividends on such share of convert any Series A Preferred Stock into Common Stock and shall not be entitled to any further participation in distributions of, and shall have no right or Series B Preferred Stockclaim to, as applicable. If upon any of the occurrence remaining assets of such event, the assets and funds thus distributed among the holders Corporation in respect of the Series A Preferred Stock and the Series B Preferred Stock shall be insufficient to permit the payment to such holders of the full aforesaid preferential amounts, then, the entire assets and funds of the corporation legally available for distribution shall be distributed ratably among the holders of the Series A Preferred Stock and the Series B Preferred Stock in proportion to the aggregate liquidation preferences of the respective series, and ratably among the holders of that series in proportion to the amount of such stock owned by each such holderStock. b. After (b) The term “Liquidation” shall also include (i) the distributions described in subsection (a) above have been paidsale, the remaining assets of the corporation available for distribution to stockholders shall be distributed among the holders of Series A Preferred Stocklease, Series B Preferred Stock and Common Stock pro rata based on the number of shares of Common Stock held by each (assuming conversion of all such Series A Preferred Stock and Series B Preferred Stock). c. A consolidation or merger of this corporation with or into any other corporation or corporationstransfer, or a saleexclusive license, exchange, conveyance or other disposition for cash, securities or other property of all or substantially all of the assets of this corporation the Corporation or (ii) the effectuation by merger, consolidation or share exchange of the corporation of a transaction Corporation into or series of related transactions with any other Person (other than one in which more than 50% stockholders of the Corporation own a majority by voting power of the corporation is disposed of (excluding the issuance of outstanding shares of Series A Preferred Stock pursuant the surviving or acquiring corporation). The Holders’ entitlement to their liquidation preference shall not be abrogated or diminished in the Series A Preferred Stock Purchase Agreement and event part of the issuance of Series B Preferred Stock pursuant consideration is subject to the Series B Preferred Stock Purchase Agreement), shall be deemed to be escrow in connection with a liquidation, dissolution or winding up within the meaning of this Section 2Liquidation.

Liquidation Preference. a. (a) In the event of any liquidation, dissolution or winding winding-up of this corporationthe Corporation, either whether voluntary or involuntary, before any payment or distribution of the Corporation’s assets (whether capital or surplus) shall be made to or set apart for the holders of Junior Stock, holders of the Series A Cumulative Convertible Preferred Stock and Series B Preferred Stock Shares shall be entitled to receive, prior and in preference to any distribution of any receive $1,000.00 per share of the assets of this corporation Series A Cumulative Convertible Preferred Shares plus an amount equal to all dividends (whether or not earned or declared) accumulated and unpaid thereon to the date of final distribution to such holders of Common Stock by reason of their ownership thereof, an amount per share equal (such amounts which are entitled to the sum of (i) $2.00 for each outstanding share of Series A Preferred Stock, (subject to appropriate adjustments for stock splits, stock dividends, combinations or other recapitalizations and hereafter be received herein referred to as the "Original “Liquidation Preference”); but such holders shall not be entitled to any further payment. If, upon any liquidation, dissolution or winding-up of the Corporation, the Corporation’s assets, or proceeds thereof, distributable among the holders of the Series A Issue Price"), (ii) $4.43 for each outstanding share of Series B Cumulative Convertible Preferred Stock (subject Shares are insufficient to appropriate adjustments for stock splits, stock dividends, combinations or other recapitalizations pay in full the preferential amount aforesaid and hereafter referred to as the "Original Series B Issue Price"), and (iii) an amount equal to declared but unpaid dividends liquidating payments on such share of Series A Preferred Stock or Series B Preferred any Parity Stock, as applicable. If upon then such assets, or the occurrence of such eventproceeds thereof, the assets and funds thus shall be distributed among the holders of the Series A Cumulative Convertible Preferred Shares and any other Parity Stock and ratably in accordance with the Series B Preferred Stock shall respective amounts that would be insufficient to permit the payment to payable on such holders of the full aforesaid preferential amounts, then, the entire assets and funds of the corporation legally available for distribution shall be distributed ratably among the holders shares of the Series A Cumulative Convertible Preferred Shares and any such other Parity Stock and the Series B Preferred Stock if all amounts payable thereon were paid in proportion to the aggregate liquidation preferences of the respective series, and ratably among the holders of that series in proportion to the amount of such stock owned by each such holderfull. b. After the distributions described in subsection (a) above have been paid, the remaining assets of the corporation available for distribution to stockholders shall be distributed among the holders of Series A Preferred Stock, Series B Preferred Stock and Common Stock pro rata based on the number of shares of Common Stock held by each (assuming conversion of all such Series A Preferred Stock and Series B Preferred Stock). c. A consolidation or merger of this corporation with or into any other corporation or corporations, or a sale, conveyance or disposition of all or substantially all of the assets of this corporation or the effectuation by the corporation of a transaction or series of related transactions in which more than 50% of the voting power of the corporation is disposed of (excluding the issuance of shares of Series A Preferred Stock pursuant to the Series A Preferred Stock Purchase Agreement and the issuance of Series B Preferred Stock pursuant to the Series B Preferred Stock Purchase Agreement), shall be deemed to be a liquidation, dissolution or winding up within the meaning of this Section 2.

Liquidation Preference. a. In the event of any liquidation, dissolution or winding up of this corporationthe Corporation, either voluntary or involuntaryinvoluntary (a "Liquidation Event"), distributions to the stockholders of the Corporation shall be made in the following manner: (a) The holders of Series A Preferred Stock and Series B B-1 Preferred Stock shall be entitled to receive, on a pari passu basis with the holders of Series A-2, Series A-3 and Series C Preferred Stock and any other series of Preferred Stock ranked pari passu with the Series B-1 Preferred Stock but prior and in preference to any distribution of any of the assets or surplus funds of this corporation the Corporation to the holders of any series of Preferred Stock junior to Series B-1 Preferred Stock or holders of the Common Stock by reason of their ownership thereofof such stock, an amount per share equal to the sum (the "Series B-1 Liquidation Preference") of (i) $2.00 80.00 for each outstanding share of Series A B-1 Preferred Stock, Stock (subject to appropriate adjustments for stock splits, stock dividends, combinations or other recapitalizations and hereafter referred to as the "Original Series A Issue Purchase Price")) then held by them, adjusted for any Recapitalizations with respect to such shares and (ii) $4.43 for each outstanding share of Series B Preferred Stock (subject to appropriate adjustments for stock splits, stock dividends, combinations or other recapitalizations and hereafter referred to as the "Original Series B Issue Price"), and (iii) an amount equal to declared but all unpaid dividends on such share of the Series A B-1 Preferred Stock or Series B Preferred Stock, as applicableheld by them. If upon the occurrence of such event, the assets and funds thus distributed among the holders of the Series A Preferred Stock and the Series B Preferred Stock shall be insufficient to permit the payment to such holders of the their full aforesaid preferential amountsamount, then, then the entire assets and funds of the corporation Corporation legally available for distribution shall be distributed ratably among the holders of the Series A Preferred Stock and the Series B Preferred Stock in proportion to the aggregate liquidation preferences preferential amount of shares of Preferred Stock outstanding as of the respective series, and ratably among date of the distribution upon the occurrence of such event. After payment has been made to the holders of that series in proportion to the amount of such stock owned by each such holder. b. After the distributions described in subsection (a) above have been paid, the remaining assets Preferred Stock of the corporation available for distribution full preferential amounts to stockholders which they shall be distributed among entitled, the holders of Series A Preferred Stock, Series B Preferred Stock and the Common Stock pro rata shall be entitled to share ratably in the remaining assets, based on the number of shares of Common Stock held by each (assuming conversion of all such Series A Preferred Stock and Series B Preferred Stock)held. c. A consolidation or merger (b) For purposes of this corporation Section 4, a merger or consolidation of the Corporation with or into any other corporation or corporations, or a salethe merger of any other corporation or corporations into the Corporation, conveyance or disposition the sale of all or substantially all of the assets of this the Corporation, or any other corporate reorganization, in which consolidation, merger, sale of assets or reorganization the stockholders of the Corporation receive distributions in cash or securities of another corporation or corporations as a result of such consolidation, merger, sale of assets or reorganization, shall be treated as a Liquidation Event unless the effectuation by the corporation stockholders of a transaction this Corporation immediately prior to such consolidation, merger, sale of assets or series of related transactions in which reorganization hold or control more than fifty percent (50% %) of the voting power equity securities of the successor or surviving corporation is disposed immediately following such consolidation, merger, sale of (excluding the issuance assets or reorganization, in which case such consolidation, merger, sale of shares of Series A Preferred Stock pursuant to the Series A Preferred Stock Purchase Agreement and the issuance of Series B Preferred Stock pursuant to the Series B Preferred Stock Purchase Agreement), assets or reorganization shall not be deemed to be treated as a liquidation, dissolution or winding up within the meaning of this Section 2Liquidation Event.

Liquidation Preference. a. In the event of any liquidation, dissolution or winding up of this corporationthe Corporation, either voluntary or involuntaryinvoluntary (a "Liquidation Event"), distributions to the stockholders of the Corporation shall be made in the following manner: (a) The holders of Series A A-2 Preferred Stock and Series B Preferred Stock shall be entitled to receive, on a pari passu basis with the holders of Series A-3, Series B-1 and any other series of Preferred Stock ranked pari passu with Series A-2 Preferred Stock but prior and in preference to any distribution of any of the assets or surplus funds of this corporation the Corporation to the holders of any series of Preferred Stock junior to Series A-2 Preferred Stock or holders of the Common Stock by reason of their ownership thereofof such stock, an amount per share equal to the sum (the "Series A-2 Liquidation Preference") of (i) $2.00 60.00 for each outstanding share of Series A A-2 Preferred Stockthen held by them, (subject adjusted for any Recapitalizations with respect to appropriate adjustments for stock splits, stock dividends, combinations or other recapitalizations such shares and hereafter referred to as the "Original Series A Issue Price"), (ii) $4.43 for each outstanding share of Series B Preferred Stock (subject to appropriate adjustments for stock splits, stock dividends, combinations or other recapitalizations and hereafter referred to as the "Original Series B Issue Price"), and (iii) an amount equal to declared but all unpaid dividends on such the Series A-2 Preferred held by them; provided, however, in the event of a Liquidation Event pursuant to Section 4(b) below that is consummated on or before March 26, 2001, the Series A-2 Liquidation Preference shall be the greater of (i) $72.00 or (ii) $60.00 plus all accrued dividends for each share of Series A Preferred Stock or Series B Preferred StockA-2 Preferred, as applicableadjusted for any Recapitalizations. If upon the occurrence of such event, the assets and funds thus distributed among the holders of the Series A Preferred Stock and the Series B Preferred Stock shall be insufficient to permit the payment to such holders of the their full aforesaid preferential amountsamount, then, then the entire assets and funds of the corporation Corporation legally available for distribution shall be distributed ratably among the holders of the Series A Preferred Stock and the Series B Preferred Stock on a pari passu basis in proportion to the aggregate liquidation preferences preferential amount of shares of Preferred Stock outstanding as of the respective series, and ratably among date of the distribution upon the occurrence of such event. After payment has been made to the holders of that series in proportion to the amount of such stock owned by each such holder. b. After the distributions described in subsection (a) above have been paid, the remaining assets Preferred Stock of the corporation available for distribution full preferential amount to stockholders which they shall be distributed among entitled, the holders of Series A Preferred Stock, Series B Preferred Stock and the Common Stock pro rata shall be entitled to share ratably in the remaining assets, based on the number of shares of Common Stock held by each (assuming conversion of all such Series A Preferred Stock and Series B Preferred Stock)held. c. A consolidation or merger (b) For purposes of this corporation Section 4, a merger or consolidation of the Corporation with or into any other corporation or corporations, or a salethe merger of any other corporation or corporations into the Corporation, conveyance or disposition the sale of all or substantially all of the assets of this the Corporation, or any other corporate reorganization, in which consolidation, merger, sale of assets or reorganization the stockholders of the Corporation receive distributions in cash or securities of another corporation or corporations as a result of such consolidation, merger, sale of assets or reorganization, shall be treated as a Liquidation Event unless the effectuation by the corporation stockholders of a transaction this Corporation immediately prior to such consolidation, merger, sale of assets or series of related transactions in which reorganization hold or control more than fifty percent (50% %) of the voting power equity securities of the successor or surviving corporation is disposed immediately following such consolidation, merger, sale of (excluding the issuance assets or reorganization, in which case such consolidation, merger, sale of shares of Series A Preferred Stock pursuant to the Series A Preferred Stock Purchase Agreement and the issuance of Series B Preferred Stock pursuant to the Series B Preferred Stock Purchase Agreement), assets or reorganization shall not be deemed to be treated as a liquidation, dissolution or winding up within the meaning of this Section 2Liquidation Event.

Liquidation Preference. a. In the event of any liquidation, dissolution, or winding up of the Corporation, either voluntary or involuntary, distributions to the stockholders of the Corporation shall be made in the following manner: (a) The holders of each share of Series A Preferred and Series B Preferred then outstanding shall be entitled to be paid, out of the assets and funds of the Corporation legally available therefor, prior and in preference to any payment or distribution (or any setting apart of any payment or distribution) on any shares of Common Stock, an amount per share equal to $0.96 (as adjusted for stock dividends, stock splits, stock combinations and the like) for each share of Series A Preferred plus all declared but unpaid dividends on the Series A Preferred (the "SERIES A PREFERENTIAL AMOUNT") and $2.64 (as adjusted for stock dividends, stock splits, stock combinations and the like) for each share of Series B Preferred plus all declared but unpaid dividends on the Series B Preferred (the "SERIES B PREFERENTIAL AMOUNT"). If upon any liquidation, dissolution or winding up of this corporation, either voluntary or involuntary, the holders of Series A Preferred Stock and Series B Preferred Stock shall be entitled to receive, prior and in preference to any distribution of any of the assets of this corporation to the holders of Common Stock by reason of their ownership thereof, an amount per share equal to the sum of (i) $2.00 for each outstanding share of Series A Preferred Stock, (subject to appropriate adjustments for stock splits, stock dividends, combinations or other recapitalizations and hereafter referred to as the "Original Series A Issue Price"), (ii) $4.43 for each outstanding share of Series B Preferred Stock (subject to appropriate adjustments for stock splits, stock dividends, combinations or other recapitalizations and hereafter referred to as the "Original Series B Issue Price"), and (iii) an amount equal to declared but unpaid dividends on such share of Series A Preferred Stock or Series B Preferred Stock, as applicable. If upon the occurrence of such eventCorporation, the assets and funds thus distributed among the holders of the Series A Preferred Stock and the Series B Preferred Stock Corporation shall be insufficient to permit the payment to such holders of the full aforesaid preferential amountsSeries A Preferred or Series B Preferred of the Series A Preferential Amount or the Series B Preferential Amount, thenrespectively, then all of the entire remaining assets and funds of the corporation Corporation legally available for distribution shall be distributed ratably (or set apart for distribution) with equal priority and pro rata among the holders of the then outstanding Series A Preferred and Series B Preferred pro rata, in proportion 161 to the number of shares of Preferred Stock held by them multiplied by the applicable preferential amount for such shares of Preferred Stock. (b) If there are any assets and funds of the Corporation remaining after the payment or distribution (or setting aside for payment or distribution) of the Series A Preferential Amount and the Series B Preferential Amount to the holders of the Series A Preferred Stock and the Series B Preferred, respectively, described in Section 4.2(a), then the holders of each share of the Series A Preferred and Series B Preferred then outstanding shall be entitled to be paid, out of the assets and funds of the Corporation legally available therefor, prior and in preference to any payment or distribution (or any setting apart of any payment or distribution) on any shares of Common Stock, an additional amount per share equal to $0.1056 (as adjusted for stock dividends, stock splits, stock combinations and the like) for each share of Series A Preferred and $0.2904 (as adjusted for stock dividends, stock splits, stock combinations and the like) for each share of Series B Preferred. If upon any liquidation, dissolution or winding up of the Corporation, the remaining assets and funds of the Corporation after the distribution described in Section 4.2(a) shall be insufficient to permit the payment to the holders of the Series A Preferred and the Series B Preferred Stock of the amounts set forth in the immediately preceding sentence, then all of the remaining assets and funds of the Corporation legally available for distribution shall be distributed (or set part for distribution) with equal priority and pro rata among the holders of the then outstanding Series A Preferred and Series B Preferred, pro rata, in proportion to the aggregate liquidation preferences number of shares of Preferred Stock held by them multiplied by the respective series, and ratably among applicable additional amount distributable to the holders of that series such shares of Preferred Stock in proportion accordance with this Section 4.2(b). (c) After payment has been made to the amount holders of such stock owned by each such holder. b. After the distributions described Series A Preferred and Series B Preferred of the Series A Preferential Amount and the Series B Preferential Amount, respectively, set forth in subsection Sections 4.2(a) and (ab) above have been paidhereof, the entire remaining assets and funds of the corporation Corporation legally available for distribution to stockholders distribution, if any, shall be distributed among the holders of Series A Preferred the Common Stock, Series B Preferred Stock and Common Stock pro rata based on the number of shares of Common Stock held by each (assuming conversion of all such Series A Preferred Stock and Series B Preferred Stock)rata. c. A consolidation or merger (d) For purposes of this corporation Section 4.2, a merger or consolidation of the Corporation with or into any other corporation or corporations, or the merger of any other corporation or corporations into the Corporation, in which consolidation or merger the stockholders of the Corporation receive distributions in cash or securities of another corporation or corporations as a saleresult of such consolidation or merger, conveyance or disposition a sale of all or substantially all of the assets of this corporation or the effectuation by the corporation of a transaction or series of related transactions in which more than 50% of the voting power of the corporation is disposed of (excluding the issuance of shares of Series A Preferred Stock pursuant to the Series A Preferred Stock Purchase Agreement and the issuance of Series B Preferred Stock pursuant to the Series B Preferred Stock Purchase Agreement)Corporation, shall be deemed to be treated as a liquidation, dissolution or winding up within of the meaning Corporation, unless the stockholders of this Section 2Corporation receive in such consolidation, merger or sale of assets more than fifty percent (50%) of the voting equity securities of the successor or surviving corporation."

Liquidation Preference. a. 8.1 In the event of any voluntary or involuntary liquidation, dissolution or winding up of this corporation, either voluntary or involuntarythe affairs of the Corporation, the holders holder of each share of Series A Preferred Stock and Series B Preferred Stock shall be entitled to receive, prior and in preference to any distribution of any out of the assets of this corporation the Corporation available for distribution to its stockholders before any payment or distribution shall be made on the holders of Common Stock by reason of their ownership thereofStock, an amount per share equal to: (1) 125% of the purchase during the first year following the closing up to a maximum of 300%; (2) 140% of the sum purchase price during the second year following the closing up to a maximum of 300%; (i3) $2.00 155% of the purchase price (up to a maximum of 300%) during the third year following the closing; adjusted for each outstanding share of Series A Preferred Stockany combinations, (subject consolidations, or stock distributions or Stock Purchase Agreement dividends with respect to appropriate adjustments for stock splitssuch shares occurring after the date hereof, stock dividendsand, combinations or other recapitalizations and hereafter referred to as the "Original Series A Issue Price")in addition, (ii) $4.43 for each outstanding share of Series B Preferred Stock (subject to appropriate adjustments for stock splits, stock dividends, combinations or other recapitalizations and hereafter referred to as the "Original Series B Issue Price"), and (iii) an amount equal to all declared but unpaid dividends on such share of Series A Preferred Stock or the Series B Preferred Stock, as applicable. . 8.2 If upon the occurrence of such event, the assets and funds thus to be distributed among the holders of the Series A Preferred Stock and the Series B Preferred Stock shall be insufficient to permit the payment to such holders of the full aforesaid preferential amountsamount to such holders, then, then the entire assets and funds of the corporation Corporation legally available for distribution shall be distributed ratably among the holders of the Series A Preferred Stock and the Series B Preferred Stock in proportion to the aggregate liquidation preferences of the respective series, and ratably among the holders of that series in proportion to the amount of such stock owned by each such holder. b. After the distributions described in subsection (a) above have been paid, the remaining assets of the corporation available for distribution to stockholders such holders shall be distributed among the holders of the Series A Preferred B Stock in proportion to the aggregate preferential amount of all shares of Series B Stock held by them. After payment has been made to the holders of the Series B Stock, Series B Preferred Stock the holders of the preferred stock and Common Stock pro rata shall be entitled to share ratably in the remaining assets based on the number of shares of Common Stock (on an as-converted to Common Stock basis) held by each (assuming conversion them at the time of all such Series A liquidation. Provided, however, that the holders of Preferred Stock and Series B will be ineligible to participate upon receiving a total liquidation amount per share equal to three times the original Purchase Price per share of Preferred Stock). c. A consolidation or merger of this corporation with or into , plus any other corporation or corporationsdeclared but unpaid dividends. Notwithstanding the foregoing, or automatic conversion to Common Stock will occur if such conversion would yield a sale, conveyance or disposition of all or substantially all greater liquidation amount to the holders of the assets of this corporation or the effectuation by the corporation of a transaction or series of related transactions in which more than 50% of the voting power of the corporation is disposed of (excluding the issuance of shares of Series A Preferred Stock pursuant to than the Series A Preferred Stock Purchase Agreement Liquidation Preference and the issuance of Series B Preferred Stock pursuant to the Series B Preferred Stock Purchase Agreement), shall be deemed to be a liquidation, dissolution or winding up within the meaning of this Section 2participating distribution specified herein.

Liquidation Preference. a. In the event of any liquidation, dissolution or winding up of this corporationthe Company, either voluntary or involuntary, the holders of Series A Preferred Stock and Series B Preferred Stock shall be entitled to receive, prior to and in preference to any distribution of any of the assets of this corporation the Company to the holders of Common Stock any other class of capital stock by reason of their ownership thereof, an amount per share equal to the sum of Liquidation Preference (ias hereinafter defined) $2.00 specified for each outstanding share of Series A Preferred Stock, (subject to appropriate adjustments for stock splits, stock dividends, combinations or other recapitalizations and hereafter referred to as the "Original Series A Issue Price"), (ii) $4.43 for each outstanding share of Series B Preferred Stock (subject to appropriate adjustments for stock splits, stock dividends, combinations or other recapitalizations and hereafter referred to as the "Original Series B Issue Price"), and (iii) an amount equal to declared but unpaid dividends on such share of Series A Preferred Stock or then held by them, plus any declared but unpaid dividends. The Liquidation Preference with respect to each share of Series B A Preferred StockStock shall mean $1.00 per share (the “Series A Original Issue Price”), as applicableadjusted for stock splits, reverse splits, stock dividends, combinations, recapitalizations and the like. If upon the occurrence of such event, the assets and funds thus distributed among the holders of the Series A Preferred Stock and the Series B Preferred Stock shall be insufficient to permit the payment to such holders of the full aforesaid preferential amountsamount, then, then the entire assets and funds of the corporation Company legally available for distribution shall be distributed ratably among the holders of the Series A Preferred Stock and the Series B Preferred Stock in proportion to the aggregate liquidation preferences preferential amount each such holder is otherwise entitled to receive. b. Upon the completion of the respective seriesdistributions required by subparagraph (a) of this Section 2, and any remaining assets shall be distributed ratably among the holders of that series in proportion to the amount of such stock owned by each such holder. b. After the distributions described in subsection (a) above have been paid, the remaining assets of the corporation available for distribution to stockholders shall be distributed among Common Stock and the holders of Series A Preferred Stock, Series B Preferred Stock and Common Stock pro rata based on as if the number of shares of Common Stock held by each (assuming conversion of all such Series A Preferred Stock and Series B Preferred Stock)had been converted into Common Stock in accordance with Article IV(B)4. c. A consolidation or merger of this corporation the Company with or into any other corporation or corporationscorporations that results in a change of greater than 50% of the voting control of the Company, or a sale, conveyance or disposition of all or substantially all of the assets of this corporation the Company or the effectuation by the corporation Company of a transaction or series of related transactions in which more than 50% of the voting power of the corporation Company is disposed of (excluding the issuance a “Change of shares of Series A Preferred Stock pursuant to the Series A Preferred Stock Purchase Agreement and the issuance of Series B Preferred Stock pursuant to the Series B Preferred Stock Purchase AgreementControl Transaction”), shall be deemed to be a liquidation, dissolution or winding up within the meaning of this Section 2 unless holders of at least 66 2/3% of the then outstanding Series A Preferred Stock shall otherwise consent. d. In any of the events specified in (c) above, if the consideration received by the Company is other than cash, its value will be deemed its fair market value. Any securities shall be valued as follows: (i) Securities not subject to investment letter or other similar restrictions on free marketability: (A) If traded on a securities exchange or the Nasdaq National Market System, the value shall be deemed to be the average of the closing prices of the securities on such exchange over the thirty-day period ending three (3) days prior to the closing; (B) If actively traded over-the-counter, the value shall be deemed to be the average of the closing bid or sale prices (whichever is applicable) over the thirty-day period ending three (3) days prior to the closing; and (C) If there is no active public market, the value shall be the fair market value thereof, as mutually determined by the Company and the holders of at least a majority of the voting power of all then outstanding shares of Preferred Stock; provided, however, that if the Company and the holders of a majority of the then outstanding shares of Preferred Stock are unable to agree, then by independent appraisal by an investment bank selected by the Company and the holders of a majority of the then outstanding shares of Preferred Stock and paid for by the Company. (ii) The method of valuation of securities subject to investment letter or other restrictions on free marketability (other than restrictions arising solely by virtue of a stockholder’s status as an affiliate or former affiliate) shall be to make an appropriate discount from the market value determined as above in (i) (A), (B) or (C) to reflect the approximate fair market value thereof, as mutually detemined by the Company and the holders of at least a majority of the voting power of all then outstanding shares of Preferred Stock; provided, however, that if the Company and the holders of a majority of the then outstanding shares of Preferred Stock are unable to agree, then by independent appraisal by an investment bank selected by the Company and the holders of a majority of the then outstanding shares of Preferred Stock and paid for by the Company. (iii) In the event the requirements of Section 2 are not complied with, this Company shall forthwith either: (A) cause such closing to be postponed until such time as the requirements of this Section 2 have been complied with; or (B) cancel such transaction, in which event the rights, preferences and privileges of the holders of the Preferred Stock shall revert to and be the same as such rights, preferences and privileges existing immediately prior to the date of the first notice referred to in Section 2(d)(iv) hereof. (iv) The Company shall give each holder of record of Preferred Stock written notice of such impending transaction not later than ten (10) business days prior to the stockholders’ meeting called to approve such transaction, or ten (10) business days prior to the closing of such transaction, whichever is earlier, and shall also notify such holders in writing of the final approval of such transaction. The first of such notices shall describe the material terms and conditions of the impending transaction and the provisions of this Section 2, and the Company shall thereafter give such holders prompt notice of any material changes. The transaction shall in no event take place sooner than ten (10) business days after the Company has given the first notice provided for herein or sooner than ten (10) business days after the Company has given notice of any material changes provided for herein; provided, however, that such periods may be shortened upon the written consent of the holders of Preferred Stock that are entitled to such notice rights or similar notice rights and that represent at least a majority of the voting power of all then outstanding shares of such Preferred Stock.

Liquidation Preference. a. In the event of any liquidation, dissolution or winding up of this corporation, either voluntary or involuntaryUpon a Liquidation Event (as defined below), the holders of shares of Series A Preferred Stock and Series B Preferred Stock shall be are entitled to receivereceive out of assets of the Corporation available for distribution to stockholders, prior and in preference to before any distribution of any of the assets of this corporation is made to the holders of Common Stock by reason Stock, liquidating distributions in the amount of their ownership thereof, an amount [$7.91] per share equal (as equitably adjusted for any stock dividends, combinations, splits, recapitalizations or similar events with respect to such shares) (the sum of “Series A Original Issue Price”), plus (i) $2.00 for each outstanding share an additional amount equal to eight percent (8%) of the Series A Preferred StockOriginal Issue Price per year, (subject calculated based on the number of days elapsed prior to appropriate adjustments for stock splits, stock dividends, combinations or other recapitalizations the Liquidation Event and hereafter referred to as the "Original Series A Issue Price"), (ii) $4.43 for each outstanding share of Series B Preferred Stock (subject to appropriate adjustments for stock splitsany declared, stock dividends, combinations or other recapitalizations and hereafter referred to as the "Original Series B Issue Price"), and (iii) an amount equal to declared but unpaid dividends on such share (the amount payable to a holder of Series A Preferred Stock or Series B Preferred Stock, upon a Liquidation Event as applicableaforesaid being referred to herein as the “Liquidation Preference”). If upon the occurrence of such eventa Liquidation Event, the assets Liquidation Preference and funds thus distributed among any amounts payable upon a Liquidation Event to other shares of stock of the Corporation ranking as to any such distribution on a parity with the Series A Preferred Stock are not paid in full, the holders of the Series A Preferred Stock and the Series B Preferred Stock shall be insufficient to permit the payment to of such holders other shares will share ratably in any such distribution of assets of the full aforesaid preferential amounts, then, the entire assets and funds of the corporation legally available for distribution shall be distributed ratably among the holders of the Series A Preferred Stock and the Series B Preferred Stock Corporation in proportion to the aggregate liquidation preferences full respective preferential amounts to which they are entitled. For purposes of this Article FOURTH, a “Liquidation Event” is any liquidation, dissolution or winding up of the respective seriesCorporation, either voluntary or involuntary, and ratably among unless otherwise determined by the election of the holders of that series in proportion to the amount of such stock owned by each such holder. b. After the distributions described in subsection (a) above have been paid, the remaining assets a majority of the corporation available for distribution to stockholders shall be distributed among the holders of then outstanding Series A Preferred Stock, Series B Preferred Stock and Common Stock pro rata based on the number of shares of Common Stock held by each (assuming conversion of all such Series A Preferred Stock and Series B Preferred Stock). c. A consolidation or merger of this corporation with or into any other corporation or corporationsshall be deemed to be occasioned by, or to include, (A) the acquisition of the Corporation by another entity by means of any transaction or series of related transactions (including, without limitation, any reorganization, merger, consolidation, or other transaction in which control of the Corporation is transferred, but, excluding any merger effected exclusively for the purpose of changing the domicile of the Corporation) unless the Corporation’s capital stock of record as constituted immediately prior to such acquisition will, immediately after such acquisition represent at least 50% of the voting power of the surviving or acquiring entity or (B) a sale, conveyance lease, transfer or disposition other disposition, in a single transaction or series of related transactions of all or substantially all of the assets of this corporation or and/or the effectuation by the corporation of a transaction or series of related transactions in which more than 50% intellectual property of the voting power of the corporation is disposed of (excluding the issuance of shares of Series A Preferred Stock pursuant to the Series A Preferred Stock Purchase Agreement Corporation and the issuance of Series B Preferred Stock pursuant to the Series B Preferred Stock Purchase Agreement)its subsidiaries, shall be deemed to be taken as a liquidation, dissolution or winding up within the meaning of this Section 2whole.

Liquidation Preference. a. In the event of any liquidation, dissolution or winding up of this corporation, either voluntary or involuntary, the holders of Series A Preferred Stock and ---------------------- the Series B Preferred Stock Shares then outstanding shall be entitled to receivereceive out of the assets of the Company, prior and in preference to any distribution of any of the assets or surplus funds of this corporation the Company to the holders of the Common Stock by reason or any other class of their ownership thereofshares of preferred stock of the Company ranking junior to the Series B Shares with respect to payments upon Liquidation (such preferred stock hereinafter called "Junior Liquidation Stock"), and junior to any such distribution to the holders of any class of shares of the Company ranking senior to the Series B Shares in such respect, an amount equal to $1.00 per share plus any accrued and unpaid dividends thereon for each Series B Share (the "preferred amount"). Following any distribution of assets or surplus funds of the Company to the holders of any outstanding series of Junior Liquidation Stock, the remainder of any such assets or, surplus funds shall be distributed to the holders of the Common Stock until each holder shall have received an amount per share equal to the sum preferred amount. Thereafter, any remaining assets or funds shall be distributed pro rata to the holders of (i) $2.00 for each outstanding share the Common Stock and the holders of Series A Preferred Stock, (subject to appropriate adjustments for stock splits, stock dividends, combinations or other recapitalizations and hereafter referred to as the "Original Series A Issue Price"), (ii) $4.43 for each outstanding share of Series B Preferred Stock (subject to appropriate adjustments for stock splits, stock dividends, combinations or other recapitalizations and hereafter referred to as the "Original Series B Issue Price"), and (iii) an amount equal to declared but unpaid dividends on such share of Series A Preferred Stock or Series B Preferred Stock, as applicablecounting Series B Shares on an as-if-converted basis. If upon the occurrence of such eventany Liquidation, the assets and funds thus distributed among of the Company available for the distribution to its shareholders shall be insufficient to pay the holders of the Series A Preferred Stock and B Shares the Series B Preferred Stock full preferred amount to which they shall be insufficient to permit the payment to such holders of the full aforesaid preferential amountsentitled, then, the entire assets and funds of the corporation legally available for distribution shall be distributed ratably among the holders of the Series A Preferred Stock B Shares shall share ratably in any distribution of such assets and the Series B Preferred Stock surplus funds in proportion to the aggregate liquidation preferences of the respective series, and ratably among the holders of that series in proportion to the amount of such stock owned by each such holder. b. After the distributions described in subsection (a) above have been paid, the remaining assets of the corporation available for distribution to stockholders shall be distributed among the holders of Series A Preferred Stock, Series B Preferred Stock and Common Stock pro rata based on the number of shares of Common Stock Shares held by each (assuming conversion of all such Series A Preferred Stock and Series B Preferred Stock)them. c. A consolidation or merger of this corporation with or into any other corporation or corporations, or a sale, conveyance or disposition of all or substantially all of the assets of this corporation or the effectuation by the corporation of a transaction or series of related transactions in which more than 50% of the voting power of the corporation is disposed of (excluding the issuance of shares of Series A Preferred Stock pursuant to the Series A Preferred Stock Purchase Agreement and the issuance of Series B Preferred Stock pursuant to the Series B Preferred Stock Purchase Agreement), shall be deemed to be a liquidation, dissolution or winding up within the meaning of this Section 2.

Liquidation Preference. a. (a) In the event of any liquidation, dissolution or winding up of this corporationCorporation, either voluntary or involuntary, the holders of Series A Preferred Stock and Series B Preferred Stock shall be entitled to receive, prior and in preference to any distribution of any of the assets of this corporation Corporation to the holders of Common Stock by reason of their ownership thereof, an amount per share equal to the sum of (i) $2.00 0.001 for each outstanding share of Series A Preferred Stock, (subject to appropriate adjustments for stock splits, stock dividends, combinations or other recapitalizations Stock and hereafter referred to as the "Original Series A Issue Price"), (ii) $4.43 for each outstanding share of Series B Preferred Stock (subject to appropriate adjustments for stock splits, stock dividends, combinations or other recapitalizations and hereafter referred to as the "Original Series B Issue Price"), and (iii) an amount equal to any declared but unpaid dividends on such share (subject to adjustment of Series A Preferred Stock such fixed dollar amounts for any stock splits, stock dividends, combinations, recapitalizations or Series B Preferred Stock, as applicablethe like). If upon the occurrence of such event, the assets and funds thus distributed among the holders of the Series A Preferred Stock and the Series B Preferred Stock shall be are insufficient to permit the payment to such holders of the full aforesaid preferential amountsliquidation preference, then, then the entire assets and funds of the corporation this Corporation legally available for distribution shall be distributed ratably among the holders of the Series A Preferred Stock and Stock. (b) Upon the Series B Preferred Stock in proportion to the aggregate liquidation preferences completion of the respective series, and ratably among the holders of that series in proportion to the amount of such stock owned distribution required by each such holder. b. After the distributions described in subsection (a) above have been paidof this Section 3, all of the remaining assets of the corporation this Corporation available for distribution to stockholders shall be distributed ratably among the holders of Series A Preferred Stock, Series B Preferred Stock and Common Stock pro rata based on the number of shares holders of Common Stock held by Stock; provided that each (assuming conversion holder of all such Series A Preferred Stock shall be entitled to receive a distribution that is equal to one hundred (100) times the amount of the distribution made to a holder of Common Stock. If the remaining assets and funds of this Corporation to be distributed are insufficient to permit the payment of a distribution to the holders of Series B A Preferred Stock that is at least one hundred (100) times the amount of the distribution paid to a holder of Common Stock, then the entire remaining assets and funds of this Corporation shall be distributed ratably among the holders of the Series A Preferred Stock). c. A consolidation or merger (c) For purposes of this Section 3, a liquidation, dissolution or winding up of this Corporation shall be deemed to be occasioned by, or to include (unless the holders of at least a majority of the Series A Preferred Stock then outstanding, voting together as a single class, shall determine otherwise), (A) a merger or consolidation with another corporation with or into any other corporation transaction or corporations, series of related transactions that results in the transfer of fifty percent (50%) or more of the outstanding voting power of this Corporation; or (B) a sale, conveyance or disposition sale of all or substantially all of the assets of this corporation Corporation (except that this subsection 3(c) shall not apply to a merger effected exclusively for the purpose of changing the domicile of this Corporation). In any of such events, if the consideration received by this Corporation is other than cash, the value of such consideration will be deemed its fair market value. (d) This Corporation shall give each holder of record of Series A Preferred Stock written notice of such impending transaction not later than twenty (20) days prior to the stockholders’ meeting called to approve such transaction, if any, or twenty (20) days prior to the effectuation by closing of such transaction, whichever is earlier, and shall also notify such holders in writing of the corporation final approval of such transaction. The first of such notices shall describe the material terms and conditions of the impending transaction and the provisions of this Section 3, and this Corporation 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 this Corporation has given the first notice provided for herein or sooner than ten (10) days after this Corporation has given notice of 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 are entitled to such notice rights or similar notice rights and that represent at least a transaction or series of related transactions in which more than 50% majority of the voting power of the corporation is disposed of (excluding the issuance of all then outstanding shares of such Series A Preferred Stock pursuant to the Series A Preferred Stock Purchase Agreement and the issuance of Series B Preferred Stock pursuant to the Series B Preferred Stock Purchase Agreement), shall be deemed to be a liquidation, dissolution or winding up within the meaning of this Section 2Stock.

Liquidation Preference. a. In The initial aggregate liquidation preference of all shares of New Preferred Stock issued in exchange for Secured Bond Claims and General Unsecured Claims will be $75 million. Such aggregate liquidation preference divided by all such shares of New Preferred Stock so issued, shall be the event “Liquidation Value” per share. The New Preferred Stock shall rank senior to all other equity securities of the Reorganized Debtor with respect to proceeds upon a Liquidation Event. If: (i) the Reorganized Debtor consolidates or merges with or into any other corporation or corporations in a transaction or series of transactions in which shareholders of the Reorganized Debtor, upon completion of such transaction or transactions, cease to either (or both) hold a majority of the voting stock of the survivor or possess the irrevocable right to elect a majority of the members of the Board of Directors of the survivor; (ii) the Reorganized Debtor sells or otherwise transfers all or substantially all of its assets to a third party; or (iii) a liquidation, dissolution or winding winding-up of this corporationthe Reorganized Debtor occurs (each of such events, either voluntary or involuntarya “Liquidation Event”), the holders each holder of Series A New Preferred Stock and Series B (to the extent such holder does not convert its shares of New Preferred Stock into Common Stock) shall be entitled have the right to receive, prior and receive in preference to any distribution of any of the assets of this corporation to the holders of Common Stock by reason of their ownership thereof, an amount per share equal to the sum Liquidation Value per share, plus any accumulated or declared and unpaid dividends (the “Liquidation Amount”). The Common Stock shall rank junior to the New Preferred Stock as to proceeds upon a Liquidation Event. In the event of (i) $2.00 for each outstanding share a Liquidation Event, following payment of Series A the aggregate Liquidation Amount to the holders of New Preferred Stock, each holder of Common Stock shall have the right to receive a pro rata amount of any remaining proceeds of the Liquidation Event (subject to appropriate adjustments for stock splits, stock dividends, combinations or other recapitalizations and hereafter referred to as the "Original Series A Issue Price"), (ii) $4.43 for each outstanding share of Series B Preferred Stock (subject to appropriate adjustments for stock splits, stock dividends, combinations or other recapitalizations and hereafter referred to as the "Original Series B Issue Price"), and (iii) an amount equal to declared but unpaid dividends on such share of Series A Preferred Stock or Series B Preferred Stock, as applicable. If upon the occurrence of such event, the assets and funds thus distributed among the holders of the Series A Preferred Stock and the Series B New Preferred Stock shall be insufficient to permit not receive any further distributions or participate with the payment to such holders of the full aforesaid preferential amounts, then, the entire assets and funds of the corporation legally available for distribution shall be distributed ratably among the holders of the Series A Preferred Stock and the Series B Preferred Common Stock in proportion to the aggregate liquidation preferences of the respective series, and ratably among the holders of that series in proportion to the amount of such stock owned by each such holder. b. After the distributions described in subsection (a) above have been paid, the remaining assets of the corporation available for distribution to stockholders shall be distributed among the holders of Series A Preferred Stock, Series B Preferred Stock and Common Stock pro rata based on the number of shares of Common Stock held by each (assuming conversion of all such Series A Preferred Stock and Series B Preferred Stockfurther distributions). c. A consolidation or merger of this corporation with or into any other corporation or corporations, or a sale, conveyance or disposition of all or substantially all of the assets of this corporation or the effectuation by the corporation of a transaction or series of related transactions in which more than 50% of the voting power of the corporation is disposed of (excluding the issuance of shares of Series A Preferred Stock pursuant to the Series A Preferred Stock Purchase Agreement and the issuance of Series B Preferred Stock pursuant to the Series B Preferred Stock Purchase Agreement), shall be deemed to be a liquidation, dissolution or winding up within the meaning of this Section 2.

Liquidation Preference. a. (a) In the event of any liquidation, dissolution or winding up of this corporationLiquidation Event (as defined below), either voluntary or involuntary, the holders of Series A Preferred Stock and Series B Preferred Stock shall be entitled to receive, prior and in preference to any distribution of any the proceeds of such Liquidation Event (the assets of this corporation "Proceeds") to the holders of the other series of preferred stock or the Common Stock by reason of their ownership thereof, an amount per share equal to the sum of Series B Original Price (i) $2.00 for each outstanding share of Series A Preferred Stock, (subject to appropriate adjustments for stock splits, stock dividends, combinations or other recapitalizations and hereafter referred to as the "Original Series A Issue Price"defined below), (ii) $4.43 for each outstanding share of Series B Preferred Stock (subject to appropriate adjustments for stock splits, stock dividends, combinations or other recapitalizations and hereafter referred to as the "Original Series B Issue Price"), and (iii) an amount equal to plus declared but unpaid dividends on such share of Series A Preferred Stock or Series B Preferred Stockshare. If, as applicable. If upon the occurrence of such event, the assets and funds Proceeds thus distributed among the holders of the Series A Preferred Stock and the Series B Preferred Stock shall be insufficient to permit the payment to such holders of the full aforesaid preferential amounts, then, then the entire assets and funds of the corporation Proceeds legally available for distribution shall be distributed ratably among the holders of the Series A Preferred Stock and the Series B Preferred Stock in proportion to the aggregate liquidation preferences of the respective series, and ratably among the holders of full preferential amount that series in proportion to the amount of such stock owned by each such holder. b. After the distributions described in holder is otherwise entitled to receive under this subsection (a). For purposes of this Certificate of Designation, "Series B Original Issue Price" shall mean per share for each share of the Series B Preferred Stock the lowest of (i) above have been paid$0.273, (ii) the closing price on the Trading Day immediately preceding the date on which the registration statement of the Company registering for resale the shares underlying the Series B Preferred Stock is declared effective by the Securities & Exchange Commission (as adjusted for any stock splits, stock dividends, combinations, recapitalizations or the like with respect to the Series B Preferred Stock) or (iii) if the registration statement of the Company registering for resale the shares underlying the Series B Preferred Stock is not declared effective by the Securities & Exchange Commission, the remaining assets closing price on the Trading Day immediately preceding the date on which resales of such shares may be made pursuant to Rule 144. Upon the completion of the corporation distribution required by this subsection (a), any remaining Proceeds available for distribution to stockholders shall be distributed among the holders of Series A Preferred Stock, Series B Preferred Stock and Common Stock pro rata rata, based on the number of shares of Common Stock held by each (assuming full conversion of all such Series A Preferred Stock and Series B Preferred Stockpreferred stock). c. A consolidation or merger of this corporation with or into any other corporation or corporations, or a sale, conveyance or disposition of all or substantially all of the assets of this corporation or the effectuation by the corporation of a transaction or series of related transactions in which more than 50% of the voting power of the corporation is disposed of (excluding the issuance of shares of Series A Preferred Stock pursuant to the Series A Preferred Stock Purchase Agreement and the issuance of Series B Preferred Stock pursuant to the Series B Preferred Stock Purchase Agreement), shall be deemed to be a liquidation, dissolution or winding up within the meaning of this Section 2.

Liquidation Preference. a. (a) In the event of any liquidation, dissolution or winding up of this corporationthe Corporation, either voluntary or involuntary, distributions to the shareholders of the Corporation will be made in the following manner: (i) The holders of Series A Preferred Stock and Series B Preferred Stock shall be entitled to receive, prior and in preference to any distribution of any of the assets of this corporation the Corporation to the holders of Common Stock by reason of their ownership thereof, an amount per share equal to the sum of (i) $2.00 0.50 for each outstanding share of Series A Preferred Stock, (subject to appropriate adjustments for stock splits, stock dividends, combinations or other recapitalizations and hereafter referred to as the "Original Series A Issue Price"), (ii) $4.43 for each outstanding share of Series B Preferred Stock (subject to appropriate adjustments for stock splits, stock dividends, combinations or other recapitalizations and hereafter referred to as the "Original Series B Issue Price"), and (iii) plus an amount equal to declared but any unpaid dividends on such share of Series A Preferred Stock or Series B Preferred Stock, as applicableup to the date fixed for distribution. If upon the occurrence of such event, the assets and funds thus distributed among the holders of the Series A Preferred Stock and the Series B Preferred Stock shall be insufficient to permit the payment to such holders of the full aforesaid preferential amountsamount, then, then the entire assets and funds of the corporation Corporation legally available for distribution shall be distributed ratably among the holders of the Series A Preferred Stock and the Series B Preferred Stock in proportion to the aggregate liquidation preferences of the respective series, and ratably among the holders of that series in proportion to the amount of such stock Series A Preferred owned by each such holder. b. After (ii) Upon the completion of the distributions described in required by subsection (aa)(i) above have been paidof this Section 2, if assets remain in the Corporation, the holders of Common Stock shall receive all of the remaining assets of the corporation available for distribution to stockholders shall be distributed among the holders of Series A Preferred Stock, Series B Preferred Stock and Common Stock Corporation pro rata based on the number of shares of Common Stock held by each (assuming conversion of all such Series A Preferred Stock and Series B Preferred Stock)each. c. (b) A consolidation merger or merger reorganization in which the shareholders of this corporation with the Corporation immediately prior to the transaction possess less than 50% of the voting power of the surviving entity (or into any other corporation or corporationsits parent) immediately after the transaction, or a sale, conveyance or disposition sale of all or substantially all of the assets of this corporation or the effectuation by the corporation of a transaction or series of related transactions in which more than 50% of the voting power of the corporation is disposed of (excluding the issuance of shares of Series A Preferred Stock pursuant to the Series A Preferred Stock Purchase Agreement and the issuance of Series B Preferred Stock pursuant to the Series B Preferred Stock Purchase Agreement)Corporation, shall be deemed to be a liquidation, dissolution or winding up within the meaning of this Section 2; provided that the holders of Preferred Stock and Common Stock shall be paid in cash or in securities received or in a combination thereof (which combination shall be in the same proportions as the consideration received in the transaction). Any securities to be delivered to the holders of Preferred Stock and Common Stock upon merger, reorganization or sale of substantially all the assets of the Corporation shall be valued as follows: (i) if traded on a securities exchange, the value shall be deemed to be the average of the closing prices of the securities on such exchange over the 30-day period ending three (3) business days prior to the closing; (ii) if actively traded over-the-counter, the value shall be deemed to be the average of the closing bid prices (or closing sales prices, whichever is applicable) over the 30-day period ending three (3) business days prior to the closing; and (iii) if there is no active public market, the value shall be the fair market value thereof as mutually determined by the Corporation and the holders of not less than a majority of the outstanding shares of Preferred Stock, provided that if the Corporation and the holders of a majority of the outstanding shares of Preferred Stock are unable to reach agreement, then by independent appraisal by an investment banker hired and paid by the Corporation, but acceptable to the holders of a majority of the outstanding shares of Preferred Stock.

Liquidation Preference. a. In the event of any a liquidation, dissolution or winding up of this corporationthe Corporation, either whether voluntary or involuntary, the holders of Series A Preferred Stock and then-outstanding shares of Series B Preferred Stock shall be entitled to receive, prior and in preference to any distribution of any receive out of the assets of this corporation to the holders Corporation, whether such assets are capital or surplus of Common Stock by reason of their ownership thereofany nature, an amount per share equal to the greater of (A) the sum of (i) $2.00 for each outstanding share of Series A Preferred Stock, (subject to appropriate adjustments for stock splits, stock dividends, combinations or other recapitalizations the Stated Value thereof and hereafter referred to as the "Original Series A Issue Price"), (ii) $4.43 for each the dividends, if any, accumulated or deemed to have accumulated thereon to the date of final distribution to such holders, whether or not such dividends are declared, and (B) the amount that would be payable to such holders if the holders had converted all outstanding shares of Series B Preferred Stock into shares of Common Stock immediately prior to such liquidation, dissolution or winding up, and shall, after the holders of Common Stock have received an amount per share of Common Stock equal to the amount paid per share of Series B Preferred Stock (subject Stock, be entitled to appropriate adjustments for stock splitsparticipate on a pro rata basis with the holders of Common Stock. After any such payment in full, stock dividends, combinations or other recapitalizations and hereafter referred to as the "Original Series B Issue Price"), and (iii) an amount equal to declared but unpaid dividends on such share holders of Series A Preferred Stock or Series B Preferred StockStock shall not, as applicablesuch, be entitled to any further participation in any distribution of assets of the Corporation. If upon the occurrence of such event, All the assets of the Corporation available for distribution to stockholders after the liquidation preferences of any Senior Liquidation Securities shall be distributed ratably (in proportion to the full distributable amounts to which holders of Series B Preferred Stock and funds thus distributed Parity Liquidation Securities, if any, are respectively entitled upon such dissolution, liquidation or winding up) among the holders of the Series A Preferred Stock and the Series B Preferred Stock shall be insufficient to permit the payment to such holders then-outstanding shares of the full aforesaid preferential amounts, then, the entire assets and funds of the corporation legally available for distribution shall be distributed ratably among the holders of the Series A Preferred Stock and the Series B Preferred Stock in proportion to the aggregate liquidation preferences of the respective series, and ratably among the holders of that series in proportion to the amount of such stock owned by each such holder. b. After the distributions described in subsection (a) above have been paid, the remaining assets of the corporation available for distribution to stockholders shall be distributed among the holders of Series A Preferred Stock, Series B Preferred Stock and Common Stock pro rata based on Parity Liquidation Securities, if any, when such assets are not sufficient to pay in full the number of shares of Common Stock held by each (assuming conversion of all such Series A Preferred Stock and Series B Preferred Stock)aggregate amounts payable thereon. c. A Neither a consolidation or merger of this corporation the Corporation with or into any other corporation Person or corporationsPersons, or nor a sale, conveyance conveyance, lease, exchange or disposition transfer of all or substantially all part of the Corporation's assets of this corporation for cash, securities or the effectuation by the corporation of other property to a transaction Person or series of related transactions in which more than 50% of the voting power of the corporation is disposed of (excluding the issuance of shares of Series A Preferred Stock pursuant to the Series A Preferred Stock Purchase Agreement and the issuance of Series B Preferred Stock pursuant to the Series B Preferred Stock Purchase Agreement), Persons shall be deemed to be a liquidation, dissolution or winding up within of the meaning Corporation for purposes of this Section 2Article IV, but the holders of shares of Series B Preferred Stock shall nevertheless be entitled from and after any such consolidation, merger or sale, conveyance, lease, exchange or transfer of all or part of the Corporation's assets to the rights provided by this Article IV following any such transaction. Notice of any voluntary or involuntary liquidation, dissolution or winding up of the Corporation, stating the payment date or dates when, and the place or places where, the amounts distributable to each holder of shares of Series B Preferred Stock in such circumstances shall be payable, shall be given by first-class mail, postage prepaid, mailed not less than 45 days prior to any payment date stated therein, to holders of record as they appear on the stock record books of the Corporation as of the date such notices are first mailed.

Liquidation Preference. a. (a) In the event of any liquidation, dissolution or winding up of this corporationthe Company, either voluntary or involuntary, subject to the rights of series of preferred stock that may from time to time come into existence, the holders of Series A Preferred Stock and Series B Preferred Stock shall be entitled to receive, prior and in preference to any distribution of any of the assets of this corporation the Company to the holders of Common Stock by reason of their ownership thereof, an amount per share equal to the sum of (i) $2.00 0.001 for each outstanding share of Series A Preferred Stock, (subject to appropriate adjustments for stock splits, stock dividends, combinations or other recapitalizations and hereafter referred to as the "Original Series A Issue Price"), (ii) $4.43 for each outstanding share of Series B Preferred Stock (subject to appropriate adjustments for stock splits, stock dividends, combinations or other recapitalizations and hereafter referred to as the "“Original Series B Issue Price"), ”) and (iiiii) an amount equal to the Original Series B Issue Price for each 12 months that has passed since the date of issuance of any Preferred Stock (such amount (of declared but unpaid dividends on such share of Series A Preferred Stock or Series B Preferred Stock, dividends) being referred to herein as applicablethe “Premium”). If upon the occurrence of such event, the assets and funds thus distributed among the holders of the Series A Preferred Stock and the Series B Preferred Stock shall be insufficient to permit the payment to such holders of the full aforesaid preferential amounts, then, subject to the rights of series of preferred stock that may from time to time come into existence, the entire assets and funds of the corporation Company legally available for distribution shall be distributed ratably among the holders of the Series A Preferred Stock and the Series B Preferred Stock in proportion to the aggregate liquidation preferences preferential amount each such holder is otherwise entitled to receive. (b) Upon the completion of the respective series, and ratably among the holders of that series in proportion to the amount of such stock owned distribution required by each such holder. b. After the distributions described in subsection subparagraph (a) above have been paidof this Section 3 and any other distribution that may be required with respect to any series of preferred stock that may from time to time come into existence, the remaining assets of the corporation Company available for distribution to stockholders shall be distributed among the holders of Series A Preferred Stock, Series B Preferred Stock and Common Stock pro rata based on the number of shares of Common Stock held by each (assuming conversion of all such Series A Preferred Stock and Series B Preferred Stock). c. A consolidation or merger (i) For purposes of this corporation with Section 3, a liquidation, dissolution or into any other corporation or corporationswinding up of the Company shall be deemed to be occasioned by, or to include, (A) the acquisition of the Company by another entity by means of any transaction or series of related transactions (including, without limitation, any reorganization, merger or consolidation but, excluding any merger effected exclusively for the purpose of changing the domicile of the Company); or (B) a sale, conveyance or disposition sale of all or substantially all of the assets of this corporation the Company; unless the Company’s stockholders of record as constituted immediately prior to such acquisition or sale will, immediately after such acquisition or sale (by virtue of securities issued as consideration for the effectuation by the corporation of a transaction Company’s acquisition or series of related transactions in which more than sale or otherwise) hold at least 50% of the voting power of the corporation surviving or acquiring entity. (ii) In any of such events, if the consideration received by the Company is disposed of other than cash, its value will be deemed its fair market value. Any securities shall be valued as follows: (excluding A) Securities not subject to investment letter or other similar restrictions on free marketability (covered by (B) below): (1) If traded on a securities exchange or through NASDAQ National Market, the issuance of shares of Series A Preferred Stock pursuant to the Series A Preferred Stock Purchase Agreement and the issuance of Series B Preferred Stock pursuant to the Series B Preferred Stock Purchase Agreement), value shall be deemed to be the average of the closing prices of the securities on such exchange over the thirty-day period ending three (3) days prior to the closing; (2) If actively traded (actively traded shall be defined as at least 100,000 shares per week) over-the-counter, the value shall be deemed to be the average of the closing bid or sale prices (whichever is applicable) over the thirty-day period ending three (3) days prior to the closing; and (3) If there is no active public market, the value shall be the fair market value thereof, as mutually determined by the Company and the holders of at least a liquidationmajority of the voting power of all then outstanding shares of Preferred Stock. (B) The method of valuation of securities subject to investment letter or other restrictions on free marketability (other than restrictions arising solely by virtue of a stockholder’s status as an affiliate or former affiliate) shall be to make an appropriate discount from the market value determined as above in (A) (1), dissolution (2) or winding up within (3) to reflect the meaning approximate fair market value thereof, as mutually determined by the Company and the holders of at least a majority of the voting power of all then outstanding shares of such Preferred Stock. (iii) In the event the requirements of this subsection 3(c) are not complied with, the Company shall forthwith either: (A) cause such closing to be postponed until such time as the requirements of this Section 23 have been complied with; or (B) cancel such transaction, in which event the rights, preferences and privileges of the holders of the Preferred Stock shall revert to and be the same as such rights, preferences and privileges existing immediately prior to the date of the first notice referred to in subsection 3(c)(iv) hereof. (C) Under no circumstance shall any reorginaztion, or board resolution of Lit Funding prohibit EMEI from its rights as defined within this Agreement from a Spin-out, at its sole descretion. (iv) The Company shall give each holder of record of Preferred Stock written notice of such impending transaction not later than ten (10) days prior to the stockholders’ meeting called to approve such transaction, or ten (10) days prior to the closing of such transaction, whichever is earlier, and shall also notify such holders in writing of the final approval of such transaction. The first of such notices shall describe the material terms and conditions of the impending transaction and the provisions of this Section 3, and the Company 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 Company has given the first notice provided for herein or sooner than ten (10) days after the Company has given notice of any material changes provided for herein; provided, however, that such periods may be shortened upon the written consent of the holders of Preferred Stock that are entitled to such notice rights or similar notice rights and that represent at least a majority of the voting power of all then outstanding shares of such Preferred Stock.

Liquidation Preference. a. In the event of any a liquidation, dissolution or winding up of this corporationthe Company, either whether voluntary or involuntary, the holders of Series A Preferred Stock and Series B Preferred Stock shall be entitled to receive, prior and in preference to any distribution of any of the assets of this corporation to the holders of Common Stock by reason of their ownership thereof, an amount per share equal to the sum of involuntary (i) $2.00 for each outstanding share of Series A Preferred Stock, (subject to appropriate adjustments for stock splits, stock dividends, combinations or other recapitalizations and hereafter referred to as the a "Original Series A Issue PriceLiquidation"), (ii) $4.43 for each outstanding share of Series B Preferred Stock (subject to appropriate adjustments for stock splits, stock dividends, combinations or other recapitalizations and hereafter referred to as the "Original Series B Issue Price"), and (iii) an amount equal to declared but unpaid dividends on such share of Series A Preferred Stock or Series B Preferred Stock, as applicable. If upon the occurrence of such event, the assets and funds thus distributed among the holders of the Series A C Preferred Stock and then outstanding shall be entitled to receive out of the available assets of the Company, whether such assets are stated capital or surplus of any nature, an amount in cash on such date equal to $1,000 per share of Series C Preferred Stock (the "Liquidation Preference") plus an amount in cash in respect of any accrued but unpaid Dividends as of such date. Such payment shall be made before any payment shall be made or any assets distributed to the holders of any class or series of the Common Stock or any other class or series of the Company's capital stock ranking junior as to liquidation rights to the Series B C Preferred Stock shall be Stock. If upon any Liquidation the assets available for payment of the Liquidation Preference are insufficient to permit the payment to such holders of the full aforesaid preferential amounts, then, the entire assets and funds of the corporation legally available for distribution shall be distributed ratably among the holders of the Series A C Preferred Stock and the Series B Preferred Stock in proportion to the aggregate liquidation preferences of the respective series, and ratably among the holders of that series in proportion to the amount of such stock owned by each such holder. b. After the distributions full preferential amounts described in subsection (a) above have been paidthis Section 4, then all the remaining available assets of the corporation available for distribution to stockholders shall be distributed among the holders of the then outstanding shares of Series A Preferred Stock, Series B C Preferred Stock and Common the then outstanding shares of capital stock ranking on a parity with the Series C Preferred Stock as to distributions upon Liquidation, pro rata based on according to the number of then outstanding shares of Common Series C Preferred Stock and then outstanding shares of parity stock held by each (assuming conversion holder thereof. A merger or consolidation of all such Series A Preferred Stock and Series B Preferred Stock). c. A consolidation or merger of this corporation with or into any other corporation or corporationsthe Company, or a salesale of all or substantially all of its assets, conveyance shall not constitute a Liquidation for purposes of this Section 4, unless in connection with such merger or disposition consolidation or sale of all or substantially all of the assets of this corporation or Company's assets, the effectuation by the corporation of a transaction or series of related transactions in which more than 50% stockholders of the voting power of the corporation is disposed of (excluding the issuance of shares of Series A Preferred Stock pursuant to the Series A Preferred Stock Purchase Agreement and the issuance of Series B Preferred Stock pursuant to the Series B Preferred Stock Purchase Agreement), shall Company specifically determine that such transaction be deemed to be a liquidation, dissolution or winding up within the meaning of this Section 2Liquidation.

Liquidation Preference. a. In the event of our voluntary or involuntary liquidation, dissolution or winding up, the holders of shares of Series E Preferred Stock will be entitled to be paid, out of our assets legally available for distribution to our stockholders, a liquidation preference of $25.00 per share, plus an amount equal to any accumulated and unpaid dividends on such shares to, but excluding, the date of payment, but without interest, before any distribution of assets is made to holders of our common stock or any other class or series of our capital stock that ranks junior to the Series E Preferred Stock as to liquidation rights. If our assets legally available for distribution to stockholders are insufficient to pay in full the liquidation preference on the Series E Preferred Stock and the liquidation preference on any shares of preferred stock equal in rank with the Series E Preferred Stock, all assets distributed to the holders of the Series E Preferred Stock and any other series of preferred stock equal in rank with the Series E Preferred Stock will be distributed ratably so that the amount of assets distributed per share of Series E Preferred Stock and such other series of preferred stock equal in rank with the Series E Preferred Stock will in all cases bear to each other the same ratio that the liquidation preference per share on the Series E Preferred Stock and on such other series of preferred stock bear to each other. Written notice of any such liquidation, dissolution or winding up of this corporationus, either voluntary stating the payment date or involuntarydates when, and the place or places where, the amounts distributable in such circumstances will be payable, will be given by first class mail, postage pre-paid, not less than 30 nor more than 60 days prior to the payment date stated therein, to each record holder of the Series E Preferred Stock at the respective addresses of such holders as the same appear on the stock transfer records of the Company. After payment of the full amount of the liquidation preference, plus an amount equal to any accumulated and unpaid dividends to which they are entitled, the holders of Series A E Preferred Stock and Series B Preferred Stock shall be entitled to receive, prior and in preference will have no right or claim to any distribution of any of the assets of this corporation to the holders of Common Stock by reason of their ownership thereof, an amount per share equal to the sum of (i) $2.00 for each outstanding share of Series A Preferred Stock, (subject to appropriate adjustments for stock splits, stock dividends, combinations or other recapitalizations and hereafter referred to as the "Original Series A Issue Price"), (ii) $4.43 for each outstanding share of Series B Preferred Stock (subject to appropriate adjustments for stock splits, stock dividends, combinations or other recapitalizations and hereafter referred to as the "Original Series B Issue Price"), and (iii) an amount equal to declared but unpaid dividends on such share of Series A Preferred Stock or Series B Preferred Stock, as applicableour remaining assets. If upon the occurrence of such event, the assets and funds thus distributed among the holders of the Series A Preferred Stock and the Series B Preferred Stock shall be insufficient to permit the payment to such holders of the full aforesaid preferential amounts, then, the entire assets and funds of the corporation legally available for distribution shall be distributed ratably among the holders of the Series A Preferred Stock and the Series B Preferred Stock in proportion to the aggregate liquidation preferences of the respective series, and ratably among the holders of that series in proportion to the amount of such stock owned by each such holder. b. After the distributions described in subsection (a) above have been paid, the remaining assets of the corporation available for distribution to stockholders shall be distributed among the holders of Series A Preferred Stock, Series B Preferred Stock and Common Stock pro rata based on the number of shares of Common Stock held by each (assuming conversion of all such Series A Preferred Stock and Series B Preferred Stock). c. A consolidation we convert into or merger of this corporation consolidate or merge with or into any other corporation corporation, trust or corporationsentity, effect a statutory share exchange or a salesell, conveyance lease, transfer or disposition of convey all or substantially all of the assets of this corporation our property or the effectuation by the corporation of a transaction or series of related transactions in which more than 50% of the voting power of the corporation is disposed of (excluding the issuance of shares of Series A Preferred Stock pursuant to the Series A Preferred Stock Purchase Agreement and the issuance of Series B Preferred Stock pursuant to the Series B Preferred Stock Purchase Agreement)business, shall we will not be deemed to be a liquidationhave liquidated, dissolution dissolved or winding up within the meaning of this Section 2wound up.

Liquidation Preference. a. In (a) Upon the event occurrence of any liquidation, dissolution or winding up of this corporation, either voluntary or involuntary, the holders of Series A Preferred Stock and Series B Preferred Stock shall be entitled to receivea Liquidation Event, prior and in preference to any distribution of any of the assets or funds of this corporation the Corporation to the holders of Common the Junior Stock by reason of their ownership thereofof such stock, the holders of Series A Preferred shall be entitled to be paid out of the assets of the Corporation available for distribution to its stockholders an amount per share equal to the sum of (i) $2.00 for each outstanding share of Series A Preferred Stock, equal to the greater of (subject to appropriate adjustments for stock splits, stock dividends, combinations or other recapitalizations and hereafter referred to as i) the "sum of (A) the Original Series A Issue Price"), (ii) $4.43 Price for each outstanding share of Series B A Preferred Stock held by them, plus (subject B) all Cumulative Dividends accrued and unpaid on such shares up to appropriate adjustments for stock splits, stock dividends, combinations or other recapitalizations and hereafter referred to as the date of distribution of the assets of the Corporation (the "Original Series B Issue PriceMinimum Preferred Return"), and (iiiii) an the aggregate amount equal to declared but unpaid dividends on payable in respect of each share of Common Stock issuable upon conversion of such share of Series A Preferred, as if such share of Series A Preferred had been converted into Common Stock or Series B immediately prior to the occurrence of such Liquidation Event pursuant to the provisions of Section 5(a)(i) hereof (such greater amount, the "Preferred StockLiquidation Preference"). If, as applicable. If upon the occurrence of such eventa Liquidation Event, the assets and funds thus distributed among the holders of the Series A Preferred Stock and Corporation legally available for distribution to stockholders by reason of their ownership of stock of the Series B Preferred Stock Corporation shall be insufficient to permit the payment to such holders of Series A Preferred of the full aforesaid Preferred Liquidation Preference, then such holders of Series A Preferred shall share ratably in any distribution in proportion to the full preferential amountsamounts each holder would be entitled to receive under this Section 4(a), then, the entire assets and funds on a pro rata basis. The "Original Issue Price" of the corporation legally available for distribution each share of Series A Preferred initially shall be distributed ratably among $3.96, and shall be subject to proportionate adjustment in the event of any stock split, stock dividend, combination, recapitalization, or other similar transaction with respect to the Series A Preferred. (b) Upon the occurrence of a Liquidation Event, and after payment to the holders of the Series A Preferred Stock the amounts to which they are entitled pursuant to Section 4(a) and the Series B Preferred Stock in proportion after any applicable payment to the aggregate liquidation preferences holders of any other class or series of Parity Stock, all assets and funds of the respective series, and ratably among the holders of Corporation that series in proportion to the amount of such stock owned by each such holder. b. After the distributions described in subsection (a) above have been paid, the remaining assets of the corporation remain legally available for distribution to stockholders by reason of their ownership of stock of the Corporation shall be distributed among in accordance with the holders of Series A Preferred Stock, Series B Preferred Stock and Common Stock pro rata based on the number of shares of Common Stock held by each (assuming conversion of all such Series A Preferred Stock and Series B Preferred Stock). c. A consolidation or merger of this corporation with or into any other corporation or corporations, or a sale, conveyance or disposition of all or substantially all applicable provisions of the assets Corporation's Certificate of this corporation or the effectuation by the corporation of a transaction or series of related transactions in which more than 50% of the voting power of the corporation is disposed of (excluding the issuance of shares of Series A Preferred Stock pursuant to the Series A Preferred Stock Purchase Agreement and the issuance of Series B Preferred Stock pursuant to the Series B Preferred Stock Purchase Agreement), shall be deemed to be a liquidation, dissolution or winding up within the meaning of this Section 2Incorporation.

Liquidation Preference. a. (a) In the event of any voluntary or involuntary liquidation, dissolution or winding up of this corporation, either voluntary or involuntarythe Corporation, the holders of shares of Series A Preferred Stock will be entitled to be paid out of the assets the Corporation has legally available for distribution to its shareholders, subject to the preferential rights of the holders of any class or series of capital stock of the Corporation it may issue ranking senior to the Series A Preferred Stock with respect to the distribution of assets upon liquidation, dissolution or winding up, a liquidation preference of Twenty-Five Dollars ($25.00) per share plus an amount equal to any accumulated and unpaid dividends to, but not including, the date of payment, before any distribution of assets is made to holders of Common Stock or any other class or series of capital stock of the Corporation that it may issue that ranks junior to the Series A Preferred Stock as to liquidation rights. The liquidation preference shall be proportionately adjusted in the event of a stock split, stock combination or similar event so that the aggregate liquidation preference allocable to all outstanding shares of Series A Preferred Stock immediately prior to such event is the same immediately after giving effect to such event. (b) In the event that, upon any such voluntary or involuntary liquidation, dissolution or winding up, the available assets of the Corporation are insufficient to pay the amount of the liquidating distributions on all outstanding shares of Series A Preferred Stock and Series B Preferred Stock shall be entitled to receive, prior and in preference to any distribution the corresponding amounts payable on all shares of any other classes or series of capital stock of the assets of this corporation to Corporation that it may issue ranking on a parity with the holders of Common Stock by reason of their ownership thereof, an amount per share equal to the sum of (i) $2.00 for each outstanding share of Series A Preferred Stock, (subject to appropriate adjustments for stock splits, stock dividends, combinations or other recapitalizations and hereafter referred to as the "Original Series A Issue Price"), (ii) $4.43 for each outstanding share of Series B Preferred Stock (subject to appropriate adjustments for stock splits, stock dividends, combinations or other recapitalizations and hereafter referred to as the "Original Series B Issue Price"), and (iii) an amount equal to declared but unpaid dividends on such share of Series A Preferred Stock or Series B Preferred Stockin the distribution of assets, as applicable. If upon the occurrence of such event, the assets and funds thus distributed among then the holders of the Series A Preferred Stock and the Series B Preferred Stock all other such classes or series of capital stock shall be insufficient share ratably in any such distribution of assets in proportion to permit the payment to such holders of the full aforesaid preferential amounts, then, the entire assets and funds liquidating distributions to which they would otherwise be respectively entitled. (c) Holders of the corporation legally available for distribution shall be distributed ratably among the holders of the Series A Preferred Stock will be entitled to written notice of any such liquidation, dissolution or winding up no fewer than 30 days and the Series B Preferred Stock in proportion no more than 60 days prior to the aggregate liquidation preferences payment date. After payment of the respective series, and ratably among the holders of that series in proportion to the full amount of such stock owned by each such holder. b. After the liquidating distributions described in subsection (a) above have been paidto which they are entitled, the remaining assets of the corporation available for distribution to stockholders shall be distributed among the holders of Series A Preferred Stock, Series B Preferred Stock and Common Stock pro rata based on will have no right or claim to any of the number remaining assets of shares of Common Stock held by each (assuming conversion of all such Series A Preferred Stock and Series B Preferred Stock). c. A the Corporation. The consolidation or merger of this corporation the Corporation with or into any other corporation corporation, trust or corporationsentity or of any other entity with or into the Corporation, or a the sale, lease, transfer or conveyance or disposition of all or substantially all of the assets of this corporation property or business the effectuation by the corporation of a transaction or series of related transactions in which more than 50% of the voting power of the corporation is disposed of (excluding the issuance of shares of Series A Preferred Stock pursuant to the Series A Preferred Stock Purchase Agreement and the issuance of Series B Preferred Stock pursuant to the Series B Preferred Stock Purchase Agreement)Corporation, shall not be deemed to be a liquidation, dissolution or winding up within of the meaning of this Section 2Corporation.

Liquidation Preference. a. (a) In the event of any liquidation, dissolution or winding up of this corporationthe Company, either voluntary or involuntary, the holders of the previously issued Convertible Preferred Stock (the "Convertible Preferred Stock") and the Series A Preferred Stock and Series B Preferred Stock shall be entitled to receive, prior and in preference to any distribution of any of the assets of this corporation the Company to the holders of Common Stock common stock by reason of their ownership thereof, an amount per share equal to $2.50 for the Convertible Preferred Stock, and for the Series A Preferred Stock the sum of (i) $2.00 for each outstanding share of Series A Preferred Stock15.80, as adjusted pursuant to Section 4(c) hereof (subject to appropriate adjustments for stock splits, stock dividends, combinations or other recapitalizations and hereafter referred to as the "Original Series A Issue Price"), (ii) $4.43 for each outstanding share of Series B Preferred Stock (subject to appropriate adjustments for stock splits, stock dividends, combinations or other recapitalizations and hereafter referred to as the "Original Series B Issue Price"), and (iiiii) an amount equal to declared but cumulative unpaid dividends on such share of Series A Preferred Stock or Series B Preferred Stockshares (respectively, as applicablea "Liquidation Amount"). If upon the occurrence of such an event, the assets and funds thus distributed among the holders of the Series A Convertible Preferred Stock and the Series B A Preferred Stock shall be insufficient to permit the payment to such holders of the full aforesaid preferential amounts, then, the entire assets and funds of the corporation Company legally available for distribution shall be distributed ratably among the holders of the Series A Convertible Preferred Stock and the Series B A Preferred Stock in proportion to the aggregate liquidation preferences of the respective series, and ratably among the holders of that series in proportion to the amount of such stock owned by each such holderholder multiplied by the appropriate Liquidation Amount. b. After (b) Upon the distributions described in subsection completion of the distribution required by subparagraph (a) above have been paidof this Section 2, if assets remain in the Company, the remaining assets of the corporation available for distribution to stockholders Company shall be distributed ratably among the holders of the Company's common stock and the Series A Preferred Stock in proportion to the number of shares of common stock held by each (assuming full conversion of all shares of Series A Preferred Stock, Series B Preferred Stock and Common Stock pro rata based on the number of shares of Common Stock held by each (assuming conversion of all such Series A Preferred Stock and Series B Preferred Stock). c. A consolidation or merger (i) For purposes of this corporation with Section 2, a liquidation, dissolution or into any other corporation or corporationswinding up of the Company shall be deemed to be occasioned by, or to include, (A) the acquisition of the Company by another entity by means of any transaction or series of related transactions (including any reorganization, merger or consolidation but excluding any merger effected exclusively for the purpose of changing the domicile of the Company); or (B) a sale, conveyance or disposition sale of all or substantially all of the assets of this corporation the Company, unless the Company's shareholders as constituted immediately prior to such acquisition or sale will, immediately after such acquisition or sale (by virtue of securities issued as consideration for the effectuation by the corporation of a transaction Company's acquisition or series of related transactions in which more than sale or otherwise) hold at least 50% of the voting power of the corporation surviving or acquiring entity. (ii) In any of such events, if the consideration received by the Company is disposed other than cash, its value will be deemed its fair market value. (iii) In the event the requirements of this Section 2 are not complied with, the Company shall forthwith either: (excluding A) cause such closing to be postponed until such time as the issuance requirements of shares this Section 2 have been complied with, or (B) cancel such transaction, in which event the rights, preferences and privileges of Series A the holders of the Convertible Preferred Stock pursuant to and the Series A Preferred Stock Purchase Agreement shall revert to and be the same as such rights, preferences and privileges existing immediately prior to the date of the first notice referred to in subsection 2(c)(iv) hereof. (iv) The Company shall give each holder of record of Convertible Preferred Stock and the issuance of Series B A Preferred Stock written notice of such impending transaction not later than 20 days prior to the shareholders' meeting called to approve such transaction, or 20 days prior to the closing of such transaction, whichever is earlier, and shall also notify such holders in writing of the final approval of such transaction; provided, however, that the holder of any shares of then outstanding Convertible Preferred Stock or Series A Preferred Stock shall have the right during such 20-day period to convert such shares pursuant to Section 3 hereof. The first of such notices shall describe the Series B Preferred Stock Purchase Agreement), shall be deemed to be a liquidation, dissolution or winding up within material terms and conditions of the meaning impending transaction and the provisions of this Section 2, and the Company shall thereafter give such holders prompt notice of any material changes. The transaction shall in no event take place sooner than 20 days after the Company has given the first notice provided for herein or sooner than ten days after the Company has given notice of any material changes provided for herein; provided, however, that such periods may be shortened upon the written consent of the holders of the Convertible Preferred Stock and the Series A Preferred Stock that are entitled to such notice rights or similar notice rights and that represent at least a majority of the voting power of all then outstanding shares of each of the classes of preferred stock, voting separately as a class.

Liquidation Preference. a. (a) In the event of any voluntary or involuntary liquidation, dissolution or winding up of this corporation, either voluntary or involuntarythe affairs of the Corporation, the holders holder of each share of Series A Preferred Stock and Series B Convertible Preferred Stock shall be entitled to receive, prior and in preference to any distribution of any out of the assets of this corporation the Corporation available for distribution to its stockholders, before any payment or distribution shall be made on the holders of Common Stock by reason of their ownership thereofStock, an amount per share equal to the sum of (i) $2.00 for each outstanding share of Series A Preferred Stock, (subject to appropriate adjustments for stock splits, stock dividends, combinations or other recapitalizations and hereafter referred to as the "Original Series A Issue Price"), (ii) $4.43 for each outstanding share of Series B Preferred Stock (subject to appropriate adjustments for stock splits, stock dividends, combinations or other recapitalizations and hereafter referred to as the "Original Series B Issue Price"), and (iii) an amount equal to declared but unpaid dividends on such share of Series A Preferred Stock or Series B Preferred Stock, as applicable10.00. If upon the occurrence of such event, the assets and funds thus to be distributed among the holders of the Series A Preferred Stock and the Series B Preferred Convertible preferred Stock shall be insufficient to permit the payment to such holders of the full aforesaid preferential amountsamount to such holders, then, then the entire assets and funds of the corporation Corporation legally available for the distribution shall be distributed ratably among the holders of the Series A Preferred Stock and the Series B Convertible Preferred Stock in proportion to the aggregate liquidation preferences preferential amount of the respective series, and ratably among all shares of Series A Convertible Preferred Stock held by them. After payment has been made to the holders of that series in proportion to the amount of such stock owned by each such holder. b. After the distributions described in subsection (a) above have been paidSeries A Convertible Preferred Stock, the remaining assets of the corporation Corporation available for distribution to stockholders the holders of the Common Stock shall be distributed distributed, among the holders of the Series A Preferred Stock, Series B Convertible Preferred Stock and Common Stock pro rata based on the number of shares Shares of Common Stock held by each at the time of such liquidation (assuming conversion of all such Series A Preferred Stock and Series B Convertible Preferred Stock). c. A consolidation or merger (b) For purposes of this corporation Section 2, a merger or consolidation of the Corporation with or into any other corporation or corporations, or a salethe merger of any other corporation or corporations into the Corporation, conveyance or disposition of all the sale or substantially all any other corporate reorganization, in which shareholders of the Corporation receive distributions as a result of such consolidation, merger, sale of assets of this corporation or the effectuation by the corporation of a transaction or series of related transactions in which more than 50% of the voting power of the corporation is disposed of (excluding the issuance of shares of Series A Preferred Stock pursuant to the Series A Preferred Stock Purchase Agreement and the issuance of Series B Preferred Stock pursuant to the Series B Preferred Stock Purchase Agreement)reorganization, shall be deemed to be treated as a liquidation, dissolution or winding up within of the meaning Corporation, unless the stockholders of this Section 2the Corporation hold more than fifty percent (50%) of the voting equity securities of the successor or surviving corporation immediately following such consolidation, merger, sale of assets or reorganization in which event such consolidation, merger, sale of assets, or reorganization shall not be treated as a liquidation, dissolution or winding up.

Liquidation Preference. a. In the event of our voluntary or involuntary liquidation, dissolution or winding up, the holders of shares of Series B Preferred Stock will be entitled to be paid, out of our assets legally available for distribution to our stockholders, a liquidation preference of $25.00 per share, plus an amount equal to any accumulated and unpaid dividends on such shares to, but excluding, the date of payment, but without interest, before any distribution of assets is made to holders of our common stock or any other class or series of our capital stock that ranks junior to the Series B Preferred Stock as to liquidation rights. If our assets legally available for distribution to stockholders are insufficient to pay in full the liquidation preference on the Series B Preferred Stock and the liquidation preference on any shares of preferred stock equal in rank with the Series B Preferred Stock, all assets distributed to the holders of the Series B Preferred Stock and any other series of preferred stock equal in rank with the Series B Preferred Stock will be distributed ratably so that the amount of assets distributed per share of Series B Preferred Stock and such other series of preferred stock equal in rank with the Series B Preferred Stock will in all cases bear to each other the same ratio that the liquidation preference per share on the Series B Preferred Stock and on such other series of preferred stock bear to each other. Written notice of any such liquidation, dissolution or winding up of this corporationus, either voluntary stating the payment date or involuntarydates when, and the place or places where, the amounts distributable in such circumstances will be payable, will be given by first class mail, postage pre-paid, not less than 30 nor more than 60 days prior to the payment date stated therein, to each record holder of the Series B Preferred Stock at the respective addresses of such holders as the same appear on the stock transfer records of the Company. After payment of the full amount of the liquidation preference, plus any accumulated and unpaid dividends to which they are entitled, the holders of Series A Preferred Stock and Series B Preferred Stock shall be entitled to receive, prior and in preference will have no right or claim to any distribution of any of the assets of this corporation to the holders of Common Stock by reason of their ownership thereof, an amount per share equal to the sum of (i) $2.00 for each outstanding share of Series A Preferred Stock, (subject to appropriate adjustments for stock splits, stock dividends, combinations or other recapitalizations and hereafter referred to as the "Original Series A Issue Price"), (ii) $4.43 for each outstanding share of Series B Preferred Stock (subject to appropriate adjustments for stock splits, stock dividends, combinations or other recapitalizations and hereafter referred to as the "Original Series B Issue Price"), and (iii) an amount equal to declared but unpaid dividends on such share of Series A Preferred Stock or Series B Preferred Stock, as applicableour remaining assets. If upon the occurrence of such event, the assets and funds thus distributed among the holders of the Series A Preferred Stock and the Series B Preferred Stock shall be insufficient to permit the payment to such holders of the full aforesaid preferential amounts, then, the entire assets and funds of the corporation legally available for distribution shall be distributed ratably among the holders of the Series A Preferred Stock and the Series B Preferred Stock in proportion to the aggregate liquidation preferences of the respective series, and ratably among the holders of that series in proportion to the amount of such stock owned by each such holder. b. After the distributions described in subsection (a) above have been paid, the remaining assets of the corporation available for distribution to stockholders shall be distributed among the holders of Series A Preferred Stock, Series B Preferred Stock and Common Stock pro rata based on the number of shares of Common Stock held by each (assuming conversion of all such Series A Preferred Stock and Series B Preferred Stock). c. A consolidation we convert into or merger of this corporation consolidate or merge with or into any other corporation corporation, trust or corporationsentity, effect a statutory share exchange or a salesell, conveyance lease, transfer or disposition of convey all or substantially all of the assets of this corporation our property or the effectuation by the corporation of a transaction business, we will not be deemed to have liquidated, dissolved or series of related transactions in which more than 50% of the voting power of the corporation is disposed of (excluding the issuance of shares of Series A Preferred Stock pursuant to the Series A Preferred Stock Purchase Agreement and the issuance of wound up. The Series B Preferred Stock pursuant ranks, with respect to dividend rights and rights upon our liquidation, winding-up or dissolution: • senior to all classes or series of our common stock and any future class or series of our capital stock expressly designated as ranking junior to the Series B Preferred Stock Purchase Agreement), shall be deemed with respect to be a dividend rights or rights upon liquidation, dissolution or winding up within up; • on parity with our Series A Term Preferred Stock, our Series C Preferred Stock and any future class or series of our capital stock expressly designated as ranking on parity with the meaning Series B Preferred Stock with respect to dividend rights and rights upon liquidation, dissolution or winding up; • junior to any future class or series of this Section 2our capital stock expressly designated as ranking senior to the Series B Preferred Stock with respect to dividend rights or rights upon liquidation, dissolution or winding up, none of which exists on the date hereof; and • junior to all of our existing and future indebtedness.

Liquidation Preference. a. In the event of any liquidation, dissolution or winding up of this corporationthe Company, either voluntary or involuntary, distributions to the holders Members of Series A Preferred Stock and Series B Preferred Stock the Company shall be entitled to receive, prior made in the following manner: 7.4.1 Prior and in preference to any distribution of any of the assets or surplus funds of this corporation the Company to the holders of Common Stock the Ordinary Shares or any other class or series of shares by reason of their ownership thereofof such shares, an amount per share equal to the sum holders of (i) $2.00 for each outstanding share of the Series A Preferred Stock, (subject Shares shall be entitled to appropriate adjustments for stock splits, stock dividends, combinations or other recapitalizations and hereafter referred to as receive the "Original Series A Issue Price"), (ii) $4.43 for each outstanding share of Series B Preferred Stock (subject to appropriate adjustments for stock splits, stock dividends, combinations or other recapitalizations and hereafter referred to as the "Original Series B Issue Price"), and (iii) an amount equal to declared but unpaid dividends on one hundred percent (100%) of the amount originally paid by the original purchaser thereof (as recorded in the Company’s registrar of members attached hereto as Exhibit A) for each such share of Series A Preferred Stock Shares then held by them and, in addition, an amount equal to all declared but unpaid dividends on the Series A Preferred Shares (the “Series A Preference Amount” or Series B Preferred Stock, as applicablethe “Preference Amount”). If upon the occurrence of such eventa liquidation, dissolution or winding up of the Company the assets and funds thus distributed among the holders of the Series A Preferred Stock and the Series B Preferred Stock Shares shall be insufficient to permit the payment to such holders of the full aforesaid preferential amountsPreference Amount, then, then the entire assets and funds of the corporation Company legally available for distribution shall be distributed ratably among the holders of the Series A Preferred Stock and the Series B Preferred Stock Shares in proportion to the aggregate liquidation preferences Series A Preference Amount that each such holder is otherwise entitled to receive. 7.4.2 After payment has been made to holders of Series A Preferred Shares of the respective series, and ratably among the holders of that series in proportion full Series A Preference Amount due pursuant to the amount of such stock owned by each such holder. b. After the distributions described in subsection (a) above have been paidSection 7.4.1 above, the remaining assets of the corporation Company available for distribution to stockholders Members, if any, shall be distributed among to the holders of the Ordinary Shares and the holders of the Series A Preferred Stock, Series B Preferred Stock and Common Stock Shares on a pro rata basis, based on upon the number of shares of Common Stock held by each (assuming conversion of such holder, treating for this purpose all such Series A Preferred Stock and Series B Preferred Stock)securities as if they have been converted into Ordinary Shares pursuant to the terms of the Memorandum of Association immediately prior to such liquidation, dissolution or winding up of the Company. c. A consolidation 7.4.3 Each of (i) a consolidation, amalgamation or merger (or other similar transaction) of this corporation the Company with or into any other corporation company or corporationscompanies in which the Members of the Company do not retain a majority of the voting power in the surviving company or companies, or (ii) a sale, conveyance or disposition of all or substantially all of the assets of this corporation the Company, or (iii) the effectuation by the corporation exclusive licensing of a transaction or series of related transactions in which more than 50% substantially all of the voting power of the corporation is disposed of (excluding the issuance of shares of Series A Preferred Stock pursuant to the Series A Preferred Stock Purchase Agreement and the issuance of Series B Preferred Stock pursuant to the Series B Preferred Stock Purchase Agreement), Company’s intellectual property rights or intangible assets shall be deemed to be a liquidation, dissolution or winding up within the meaning of this Article 7.4 (excluding any consolidation, amalgamation or merger effected exclusively to change the domicile of the Company), such that the holders of Series A Preferred Shares and holders of Ordinary Shares shall be paid (unless the Series A Preference Payment is waived by the holders of a majority of the Series A Preferred Shares outstanding) in cash or in securities received from the acquiring company or companies, or in a combination thereof, at the closing of any such transaction in accordance with Section 27.4.1 and 7.4.2. In the event the requirements of this Section 7.4.3 are not complied with, the Company shall forthwith either (i) cause such closing to be postponed until such time as the requirements of this Section 7.4.3 have been complied with, or (ii) cancel such transaction. 7.4.4 Notwithstanding any other provision of this Article 7.4, and subject to any other applicable provisions of this Memorandum of Association and the Articles of Association, the Company may at any time, out of funds legally available therefor, repurchase Ordinary Shares of the Company issued to or held by employees, officers or consultants of the Company or its subsidiaries upon termination of their employment or services, pursuant to any agreement providing for such right of repurchase, whether or not dividends on the Series A Preferred Shares shall have been declared and funds set aside therefor and such repurchases shall not be subject to the Series A Preference Amount. 7.4.5 In the event the Company proposes to distribute assets other than cash in connection with any liquidation, dissolution or winding up of the Company, the value of the assets to be distributed to the holder of Preferred Shares and Ordinary Shares shall be determined in good faith by the Board. Any securities not subject to investment letter or similar restrictions on free marketability shall be valued as follows: (a) If traded on a securities exchange, the value shall be deemed to be the average of the security’s closing prices on such exchange over the thirty (30) day period ending one (1) day prior to the distribution; (b) If traded over-the-counter, the value shall be deemed to be the average of the closing bid prices over the thirty (30) day period ending three (3) days prior to the distribution; and (c) If there is no active public market, the value shall be the fair market value thereof as determined in good faith by the Board. The method of valuation of securities subject to investment letter or other restrictions on free marketability shall be adjusted to make an appropriate discount from the market value determined as above in clauses (i), (ii) or (iii) to reflect the fair market value thereof as determined in good faith by the Board. The holders of at least a majority of the outstanding Series A Preferred Shares, voting as a single class, shall have the right to challenge any determination by the Board of fair market value pursuant to this Section 7.4.5, in which case the determination of fair market value shall be made by an independent appraiser selected jointly by the Board and the challenging parties, the cost of such appraisal to be borne equally by the Company and the challenging parties.

Liquidation Preference. a. (a) In the event of any voluntary or involuntary liquidation, dissolution or winding winding-up of this corporationthe Company, either voluntary before any payment or involuntarydistribution of the assets of the Company (whether capital or surplus) shall be made to or set apart for the holders of Common Stock or any other Capital Stock ranking junior to the Series C Preferred Stock as to the distribution of assets upon the liquidation, dissolution or winding-up of the Company, the holders of shares of the Series A C Preferred Stock and Series B Preferred Stock shall shall, with respect to each such share, be entitled to receive, prior and in preference to any distribution of any out of the assets of this corporation the Company available for distribution to stockholders after payment or provision for payment of all debts and other liabilities of the holders of Common Stock by reason of their ownership thereofCompany, an amount per share equal to the sum greater of (i) $2.00 for each outstanding share of Series A Preferred Stock1,000.00, (subject to appropriate adjustments for stock splits, stock dividends, combinations or other recapitalizations and hereafter referred to as the "Original Series A Issue Price"), (ii) $4.43 for each outstanding share of Series B Preferred Stock (subject to appropriate adjustments for stock splits, stock dividends, combinations or other recapitalizations and hereafter referred to as the "Original Series B Issue Price"), and (iii) plus an amount equal to declared but all dividends (whether or not earned or declared) accrued and unpaid dividends on thereon to the date of final distribution and (ii) the amount that a holder of such share of Series A C Preferred Stock would have received upon final distribution in respect of the number of shares of Common Stock into which such share of Series C Preferred Stock was convertible immediately prior to such date of final distribution (but no amount shall be paid in respect of the foregoing clause (ii) after the Fifteenth Anniversary Date). If, upon any such voluntary or Series B Preferred Stockinvoluntary liquidation, as applicable. If upon dissolution or winding-up of the occurrence of such eventCompany, the assets and funds thus distributed of the Company, or proceeds thereof, distributable among the holders of the shares of Series A C Preferred Stock, are insufficient to pay in full the preferential amount aforesaid on the shares of Series C Preferred Stock and liquidating payments on any other shares of any class or series of Capital Stock ranking, as to payment of dividends and amounts upon the liquidation, dissolution or winding-up of the Company, on a parity with the Series B C Preferred Stock shall be insufficient to permit Stock, then such assets, or the payment to such holders of the full aforesaid preferential amountsproceeds thereof, then, the entire assets and funds of the corporation legally available for distribution shall be distributed ratably among the holders of the Series A Preferred Stock and the Series B Preferred Stock in proportion to the aggregate liquidation preferences of the respective series, and ratably among the holders of that series in proportion to the amount of such stock owned by each such holder. b. After the distributions described in subsection (a) above have been paid, the remaining assets of the corporation available for distribution to stockholders shall be distributed among the holders of shares of Series A Preferred Stock, Series B C Preferred Stock and Common Stock pro rata based any such other parity stock ratably in accordance with the respective amounts that would be payable on the number of such shares of Common Stock held by each (assuming conversion of all such Series A C Preferred Stock and Series B Preferred Stock). c. A such other stock if all amounts payable thereon were paid in full. For the purposes of this Section VI, none of (i) a consolidation or merger of this corporation the Company with or into any other corporation another entity, (ii) a merger of another entity with or corporationsinto the Company, (iii) a statutory share exchange by the Company or (iv) a sale, lease or conveyance or disposition of all or substantially all of the assets of this corporation Company's assets, properties or the effectuation by the corporation of a transaction or series of related transactions in which more than 50% of the voting power of the corporation is disposed of (excluding the issuance of shares of Series A Preferred Stock pursuant to the Series A Preferred Stock Purchase Agreement and the issuance of Series B Preferred Stock pursuant to the Series B Preferred Stock Purchase Agreement), business shall be deemed to be a liquidation, dissolution or winding winding-up within of the meaning Company. (b) Written notice of this Section 2such liquidation, dissolution or winding-up of the Company, stating the payment date or dates when, and the place or places where, the amounts distributable in such circumstances shall be payable, shall be given by first class mail, postage pre-paid, not less than 30 nor more than 60 days prior to the payment date stated therein, to each record holder of the Series C Preferred Stock at the respective addresses of such holders as the same shall appear on the stock transfer records of the Company. (c) After payment of the full amount of liquidating distributions to which they are entitled, the holders of shares of Series C Preferred Stock shall have no right or claim to any of the remaining assets of the Company.

Liquidation Preference. a. (a) In the event of any liquidation, dissolution or winding up of this corporationthe Corporation, either voluntary prior and in preference to any distribution of any of the assets or involuntaryfunds of the Corporation to the holders of Series C-2 Preferred Stock and any Junior Securities by reason of their ownership of such stock, the holders of Series A Preferred Stock and Series B Preferred Stock shall be entitled to receivereceive for each outstanding share of Series A Preferred Stock and Series B Preferred Stock then held by them an amount equal to $1,000.00 (the "Series A/B Liquidation Preference") plus accrued and unpaid cumulative dividends on such share (as adjusted for any recapitalizations, stock combinations, stock dividends, stock splits and the like). Following the payment of the Series A/B Liquidation Preference, and prior and in preference to any distribution of any of the assets or funds of this corporation the Corporation to the holders of Common Stock Junior Securities by reason of their ownership thereofof such stock, an amount per share equal the holders of Series C-2 Preferred Stock shall be entitled to the sum of (i) $2.00 receive for each outstanding share of Series A Preferred Stock, (subject to appropriate adjustments for stock splits, stock dividends, combinations or other recapitalizations and hereafter referred to as the "Original Series A Issue Price"), (ii) $4.43 for each outstanding share of Series B C-2 Preferred Stock (subject to appropriate adjustments for stock splits, stock dividends, combinations or other recapitalizations and hereafter referred to as the "Original Series B Issue Price"), and (iii) then held by them in an amount equal to $1,000.00 (the "Series C-2 Liquidation Preference") plus any declared but unpaid dividends on such share of Series A Preferred Stock or Series B Preferred Stockshares (as adjusted for any recapitalizations, as applicablestock combinations, stock dividends, stock splits and the like). If If, upon the occurrence of such eventa liquidation, dissolution or winding up, the assets and funds thus distributed among the holders of the Series A Preferred Stock and Corporation legally available for distribution to stockholders by reason of their ownership of stock of the Series B Preferred Stock Corporation shall be insufficient to permit the payment to such holders of the full aforesaid aforementioned preferential amountsamount on the Series C-2 Preferred Stock, then, then the entire assets and funds of the corporation Corporation legally available for distribution shall be distributed ratably among the holders of the Series A Preferred Stock and the Series B Preferred Stock in proportion to the aggregate liquidation preferences of the respective series, and ratably among the holders of that series in proportion to the amount of such stock owned by each such holder. b. After the distributions described in subsection (a) above have been paid, the remaining assets of the corporation available for distribution to stockholders by reason of their ownership of stock of the Corporation shall be distributed among the holders of Series A C-2 Preferred Stock and holders of any other such Parity Securities ratably in accordance with the respective amounts that would be payable on such shares of Series C-2 Preferred Stock and such Parity Securities if the amounts payable thereon were paid in full. (b) Subject to the prior rights of the holders of any Senior Securities, after payment shall have been made in full to the holders of the Series C-2 Preferred Stock, as provided in this Section 4, any other series or class or classes of Junior Securities shall, subject to the respective terms and provisions (if any) applying thereto, be entitled to receive any and all assets remaining to be paid or distributed, and the holders of the Series B C-2 Preferred Stock and Common Stock pro rata based on the number of shares of Common Stock held by each (assuming conversion of all such Series A Preferred Stock and Series B Preferred Stock)shall not be entitled to share therein. c. A consolidation or merger of this corporation with or into any other corporation or corporations, or a sale, conveyance or disposition of all or substantially all of the assets of this corporation or the effectuation by the corporation of a transaction or series of related transactions in which more than 50% of the voting power of the corporation is disposed of (excluding the issuance of shares of Series A Preferred Stock pursuant to the Series A Preferred Stock Purchase Agreement and the issuance of Series B Preferred Stock pursuant to the Series B Preferred Stock Purchase Agreement), shall be deemed to be a liquidation, dissolution or winding up within the meaning of this Section 2.

Liquidation Preference. a. In the event of (i) Upon any voluntary or involuntary liquidation, dissolution or winding up of this corporationthe Corporation, either voluntary then, before any distribution or involuntarypayment shall be made to the holders of any Common Stock of the Corporation or shares of any other class or series of capital stock of the Corporation ranking junior to the Series A Preferred Stock with respect to the distribution of assets upon liquidation, dissolution or winding up of the Corporation, but subject to the preferential rights of the holders of shares of any class or series of capital stock of the Corporation ranking prior to the Series A Preferred Stock with respect to such distribution of assets upon liquidation, dissolution or winding up, the holders of the shares of Series A Preferred Stock then outstanding shall be entitled to receive and be paid out of the assets of the Corporation legally available for distribution to it stockholders liquidating distributions in cash or property at its fair market value as determined by the Board of Directors of the Corporation in the amount of $250.00 per share, plus an amount equal to all accrued and unpaid dividends thereon to the date of payment. (ii) After payment to the holders of the Series A Preferred Stock of the full amount of the liquidating distributions (including accrued and unpaid dividends) to which they are entitled, the holders of Series A Preferred Stock and Series B Preferred Stock Stock, as such, shall be entitled have no right or claim to receive, prior and in preference to any distribution of any of the remaining assets of this corporation to the holders of Common Stock by reason of their ownership thereof, an amount per share equal to the sum of (i) $2.00 for each outstanding share of Series A Preferred Stock, (subject to appropriate adjustments for stock splits, stock dividends, combinations or other recapitalizations and hereafter referred to as the "Original Series A Issue Price"), (ii) $4.43 for each outstanding share of Series B Preferred Stock (subject to appropriate adjustments for stock splits, stock dividends, combinations or other recapitalizations and hereafter referred to as the "Original Series B Issue Price"), and Corporation. (iii) an If, upon any voluntary or involuntary liquidation, dissolution or winding up of the Corporation, the assets of the Corporation legally available therefor are insufficient to pay the full amount equal to declared but unpaid dividends of liquidating distributions on such share all outstanding shares of Series A Preferred Stock and the full amount of the liquidating distributions payable on all outstanding shares of any other classes or series of capital stock of the Corporation ranking on a parity with the Series B A Preferred StockStock with respect to the distribution of assets upon liquidation, as applicable. If upon dissolution or winding up of the occurrence of such eventCorporation, the assets and funds thus distributed among then the holders of the Series A Preferred Stock and the Series B Preferred Stock shall be insufficient to permit the payment to all such holders other classes or series of the full aforesaid preferential amounts, then, the entire capital stock will share ratably in any such distribution of assets and funds of the corporation legally available for distribution shall be distributed ratably among the holders of the Series A Preferred Stock and the Series B Preferred Stock in proportion to the aggregate liquidation preferences of the respective seriesfull liquidating distributions (including, if applicable, accrued and ratably among the unpaid dividends) to which they would otherwise respectively be entitled. (iv) If liquidating distributions shall have been made in full to all holders of that series in proportion to the amount of such stock owned by each such holder. b. After the distributions described in subsection (a) above have been paidSeries A Preferred Stock, the remaining assets of the corporation available for distribution to stockholders Corporation shall be distributed among the holders of Series A Preferred Stock, Series B Preferred Stock and Common Stock pro rata based on any other classes or series of capital stock of the number of shares of Common Stock held by each (assuming conversion of all such Corporation ranking junior to the Series A Preferred Stock as to the distribution of assets upon liquidation, dissolution or winding up, according to their respective rights and Series B Preferred Stock)preferences. c. A (v) For purposes of this Section 4.3(c), neither the consolidation or merger of this corporation the Corporation with or into any other corporation corporation, trust or corporationsother entity, or a nor the sale, lease or conveyance or disposition of all or substantially all of the assets of this corporation property or the effectuation by the corporation of a transaction or series of related transactions in which more than 50% business of the voting power of the corporation is disposed of (excluding the issuance of shares of Series A Preferred Stock pursuant to the Series A Preferred Stock Purchase Agreement and the issuance of Series B Preferred Stock pursuant to the Series B Preferred Stock Purchase Agreement)Corporation, shall be deemed to be constitute a liquidation, dissolution or winding up within of the meaning of this Section 2Corporation.

Liquidation Preference. a. (i) In the event of any liquidation, dissolution or winding winding-up of this corporationthe Corporation, either voluntary or involuntaryinvoluntary (a "Liquidation"), the holders of shares of the Series A Preferred Stock then issued and Series B Preferred Stock outstanding shall be entitled to receive, prior and in preference to any distribution of any be paid out of the assets of this corporation the Corporation available for distribution to its shareholders, whether from capital, surplus or earnings, before any payment shall be made to the holders of shares of the Common Stock by reason or upon any other series of their ownership thereof, an amount per share equal Preferred Stock of the Corporation with a liquidation preference subordinate to the sum liquidation preference of (i) $2.00 for each outstanding share of the Series A Preferred Stock, (subject to appropriate adjustments for stock splits, stock dividends, combinations or other recapitalizations and hereafter referred to as the "Original Series A Issue Price"), (ii) $4.43 for each outstanding share of Series B Preferred Stock (subject to appropriate adjustments for stock splits, stock dividends, combinations or other recapitalizations and hereafter referred to as the "Original Series B Issue Price"), and (iii) an amount equal to declared but unpaid dividends on such share one thousand dollars ($1,000) per share. If, upon any Liquidation of Series A Preferred Stock or Series B Preferred Stock, as applicable. If upon the occurrence of such eventCorporation, the assets and funds thus distributed among of the Corporation available for distribution to its shareholders shall be insufficient to pay the holders of shares of the Series A Preferred Stock and the Series B holders of any other series of Preferred Stock with a liquidation preference equal to the liquidation preference of the Series A Preferred Stock the full amounts to which they shall respectively be insufficient to permit entitled, the payment to such holders of the full aforesaid preferential amounts, then, the entire assets and funds of the corporation legally available for distribution shall be distributed ratably among the holders shares of the Series A Preferred Stock and the Series B holders of any other series of Preferred Stock in proportion with liquidation preference equal to the aggregate liquidation preferences preference of the respective series, and ratably among Series A Preferred Stock shall receive all of the holders of that series in proportion to the amount of such stock owned by each such holder. b. After the distributions described in subsection (a) above have been paid, the remaining assets of the corporation Corporation available for distribution to stockholders shall be distributed among the holders of Series A Preferred Stock, Series B Preferred Stock and Common Stock pro rata based on the number each such holder of shares of Common Stock held by each (assuming conversion of all such the Series A Preferred Stock and the holders of any other series of Preferred Stock with a liquidation preference equal to the liquidation preference of the Series B A Preferred Stock)Stock shall share ratably in any distribution in accordance with the amounts due such shareholders. After payment shall have been made to the holders of shares of the Series A Preferred Stock of the full amount to which they shall be entitled, as aforesaid, the holders of shares of the Series A Preferred Stock shall be entitled to no further distributions thereon and the holders of shares of the Common Stock and of shares of any other series of stock of the Corporation shall be entitled to share, according to their respective rights and preferences, in all remaining assets of the Corporation available for distribution to its shareholders. c. (ii) A merger or consolidation or merger of this corporation the Corporation with or into any other corporation or corporationscorporation, or a sale, conveyance lease, exchange, or disposition transfer of all or substantially all any part of the assets of this corporation the Corporation which shall not in fact result in the liquidation (in whole or the effectuation by the corporation of a transaction or series of related transactions in which more than 50% part) of the voting power of the corporation is disposed of (excluding the issuance of shares of Series A Preferred Stock pursuant to the Series A Preferred Stock Purchase Agreement Corporation and the issuance distribution of Series B Preferred Stock pursuant its assets to the Series B Preferred Stock Purchase Agreement), its shareholders shall not be deemed to be a liquidationvoluntary or involuntary liquidation (in whole or in part), dissolution dissolution, or winding winding-up within of the meaning of this Section 2Corporation.

Liquidation Preference. a. In Prior to a Qualified IPO of the Company, in the event of any liquidation, dissolution dissolution, termination of the Company, termination of the principal business of the Company or winding up a Deemed Liquidation Event (as defined below) of this corporationthe Company, either voluntary or involuntary, the holders of Series A Preferred Stock and Series B Preferred Stock shall be entitled to receive, prior and in preference to any distribution of any of the assets of this corporation the Company shall be used to pay off liquidation expenses, employees’ salaries and social insurance contributions, statutory compensation, taxes owed by the holders Company and debts of Common Stock by reason of their ownership thereof, an amount per share equal to the sum of (i) $2.00 for each outstanding share of Series A Preferred Stock, (subject to appropriate adjustments for stock splits, stock dividends, combinations or other recapitalizations and hereafter referred to as Company in the "Original Series A Issue Price"), (ii) $4.43 for each outstanding share of Series B Preferred Stock (subject to appropriate adjustments for stock splits, stock dividends, combinations or other recapitalizations and hereafter referred to as the "Original Series B Issue Price"), and (iii) an amount equal to declared but unpaid dividends on such share of Series A Preferred Stock or Series B Preferred Stock, as applicablestatutory order. If there is any remaining assets after payments are made in accordance with the foregoing, or if there is any proceeds earned by the Company or all shareholders after deduction of relevant taxes upon the occurrence of such eventany Deemed Liquidation Event (collectively, the assets “Remaining Property”), the Remaining Property shall be distributed in the following order: (1) The Series C Investors, the Series B Investors and funds thus distributed among the holders Series A Investors shall have the right to receive, in preference to the other shareholders of the Company other than the Investors, a liquidation return calculated according to the higher of the returns calculated pursuant to (i) or (ii) below (the “Liquidation Preference Return Amount of Series C Investors/Series B Investors/Series A Investors”, collectively, the “Liquidation Preference Return Amount”): (i) x) the Series C/Series B/Series A Investors’ Investment Amount paid by such Series C/Series B/Series A Investor, plus y) the income calculated at an annualized simple interest rate of 10% over the Series C/Series B/Series A Investors’ Investment Amount during the period from the date on which such Series C/Series B/Series A Investor actually pays relevant Series C/Series B/Series A Investors’ Investment Amount until the date on which the Liquidation Preference Return Amount of the relevant Series C/Series B/Series A Investor is paid, plus z) the undistributed profits of the Company, if any, corresponding to the equity interest held by such Series C/Series B/Series A Investor; or (ii) the portion of the Remaining Property to which such Series C/Series B/Series A Investor is entitled pro rata to its equity interest in the Company. If the Remaining Property is not sufficient to pay all the Series C/Series B/Series A Investors the Liquidation Preference Return Amount of Series C Investors/Series B Investors/Series A Investors in full, the Company shall distribute the Remaining Property to each of the Series A Preferred Stock C Investors, the Series B Investors and the Series B Preferred Stock shall be insufficient to permit the payment to such holders of the full aforesaid preferential amounts, then, the entire assets and funds of the corporation legally available for distribution shall be distributed ratably among the holders of the Series A Preferred Stock and the Series B Preferred Stock Investors in proportion to the aggregate liquidation preferences relative percentages of the respective seriesLiquidation Preference Return Amount of the Series C Investors, the Series B Investors and ratably among the holders Series A Investors. The above Liquidation Preference Return Amount shall be paid to the Series C Investors, the Series B Investors and the Series A Investors in RMB. (2) If there is any Remaining Property after the full payment of that series all the Liquidation Preference Return Amount, the shareholders of the Company other than the Investors shall have the right to distribute the Remaining Property in proportion to their respective equity interest in the amount of such stock owned by each such holderCompany. b. After (3) The Parties shall take all effective measures consistent with the distributions described applicable PRC laws to ensure that the Investors receive distribution in subsection (a) priority from the distributable Remaining Property in the above have been paid, sequence in compliance with the remaining assets applicable PRC laws. The Parties shall cooperate in the completion of procedures required to perform the corporation available for distribution obligations under this Article 3.4 according to stockholders shall be distributed among the holders of Series A Preferred Stock, Series B Preferred Stock and Common Stock pro rata based on the number of shares of Common Stock held by each (assuming conversion of all such Series A Preferred Stock and Series B Preferred Stock)applicable laws. c. A consolidation or merger (4) For the purpose of this corporation with or into any other corporation or corporationsAgreement, or a “Deemed Liquidation Event” shall mean (i) a sale, conveyance transfer or disposition other disposal, of all or substantially all of the assets assets, business or equity of this corporation or the effectuation by the corporation of Company in a transaction or a series of related transactions transactions; or (ii) the transfer or exclusive licensing of all or substantially all of the intellectual property rights of the Company to a third party in which a transaction or a series of related transactions; or (iii) more than fifty percent (50% %) of the equity interest in the Company is sold, transferred or otherwise disposed of to a third party in a transaction or a series of related transactions, or a merger, reorganization, business consolidation or any other transaction of the Company with another entity as a result of which all the shareholders of the Company prior to such transaction no longer hold more than fifty percent (50%) of the voting power rights of the corporation is disposed Company immediately after the completion of (excluding the issuance of shares of Series A Preferred Stock pursuant to the Series A Preferred Stock Purchase Agreement and the issuance of Series B Preferred Stock pursuant to the Series B Preferred Stock Purchase Agreement)such merger, shall be deemed to be a liquidationreorganization, dissolution business consolidation or winding up within the meaning of this Section 2any other transaction.

Liquidation Preference. a. In (f) Upon any Liquidation Event, each Series A Preferred Share entitles the event holders thereof to receive and to be paid out of the assets of the Company legally available for distribution to the Company’s shareholders, before any distribution or payment may be made to a holder of any Junior Securities, an amount in cash per share equal to an amount the holders of such share would have received upon such Liquidation Event had such shareholder converted Americas 93504087 (2K) such Series A Preferred Share into Common Shares (or Reference Property, to the extent applicable) upon the Mandatory Conversion Date. (g) If upon any such Liquidation Event, the assets of the Company legally available for distribution to all shareholders of the Company are insufficient to pay the holders of Series A Preferred Shares the full Liquidation Preference and the holders of all Parity Securities the full liquidation preferences to which they are entitled, the shareholders of the Series A Preferred Shares and the holders of such Parity Securities will share ratably in any such distribution of the assets of the Company in proportion to the full respective amounts to which they are entitled. (h) After payment to the holders of the Series A Preferred Shares of the full Liquidation Preference to which they are entitled, such shareholders, as such, will have no right or claim to any of the assets of the Company. (i) The value of any property not consisting of cash that is distributed by the Company to the holders of the Series A Preferred Shares will equal the fair market value thereof (as determined in good faith by the board) on the date of distribution. (j) No holder of Junior Securities shall receive any cash upon a Liquidation Event unless the entire Liquidation Preference in respect of the Series A Preferred Shares has been paid in cash. To the extent that there is insufficient cash available to pay the entire Liquidation Preference in respect of the Series A Preferred Shares and any liquidation preference in respect of Parity Securities in full in cash upon a Liquidation Event, the holders of the Series A Preferred Shares and the holders of such Parity Securities will share ratably in any cash available for distribution in proportion to the full respective amounts to which they are entitled upon such Liquidation Event. (k) For the avoidance of doubt, a Transaction or Fundamental Change shall not be treated as a Liquidation Event for the purpose of this Article 27.4 (unless in connection therewith, the liquidation, dissolution or winding up of this corporationthe Company is specifically approved), either voluntary or involuntary, the holders of Series A Preferred Stock and Series B Preferred Stock but shall be entitled to receive, prior and treated as provided for in preference to any distribution of any of the assets of this corporation to the holders of Common Stock by reason of their ownership thereof, an amount per share equal to the sum of (iArticle 27.6(c) $2.00 for each outstanding share of Series A Preferred Stock, (subject to appropriate adjustments for stock splits, stock dividends, combinations or other recapitalizations and hereafter referred to as the "Original Series A Issue Price"), (ii) $4.43 for each outstanding share of Series B Preferred Stock (subject to appropriate adjustments for stock splits, stock dividends, combinations or other recapitalizations and hereafter referred to as the "Original Series B Issue Price"), and (iii) an amount equal to declared but unpaid dividends on such share of Series A Preferred Stock or Series B Preferred Stock, as applicable. If upon the occurrence of such event, the assets and funds thus distributed among the holders of the Series A Preferred Stock and the Series B Preferred Stock shall be insufficient to permit the payment to such holders of the full aforesaid preferential amounts, then, the entire assets and funds of the corporation legally available for distribution shall be distributed ratably among the holders of the Series A Preferred Stock and the Series B Preferred Stock in proportion to the aggregate liquidation preferences of the respective series, and ratably among the holders of that series in proportion to the amount of such stock owned by each such holderhereof. b. After the distributions described in subsection (a) above have been paid, the remaining assets of the corporation available for distribution to stockholders shall be distributed among the holders of Series A Preferred Stock, Series B Preferred Stock and Common Stock pro rata based on the number of shares of Common Stock held by each (assuming conversion of all such Series A Preferred Stock and Series B Preferred Stock). c. A consolidation or merger of this corporation with or into any other corporation or corporations, or a sale, conveyance or disposition of all or substantially all of the assets of this corporation or the effectuation by the corporation of a transaction or series of related transactions in which more than 50% of the voting power of the corporation is disposed of (excluding the issuance of shares of Series A Preferred Stock pursuant to the Series A Preferred Stock Purchase Agreement and the issuance of Series B Preferred Stock pursuant to the Series B Preferred Stock Purchase Agreement), shall be deemed to be a liquidation, dissolution or winding up within the meaning of this Section 2.

Liquidation Preference. a. (a) In the event of any liquidation, dissolution or winding up of this corporation, either voluntary or involuntary, subject to the rights of series of Preferred Stock that may from time to time come into existence, the holders of Series A Preferred Stock and Series B Preferred Stock shall be entitled to receive, prior and in preference to any distribution of any of the assets of this corporation to the holders of Common Stock by reason of their ownership thereof, an amount per share equal to the sum of (i) $2.00 1.00 for each outstanding share of Series A Preferred Stock, Stock (subject to appropriate adjustments for stock splits, stock dividends, combinations or other recapitalizations and hereafter referred to as the "Original Series A Issue Price"), ) and (ii) $4.43 for each outstanding share of Series B Preferred Stock (subject to appropriate adjustments for stock splits, stock dividends, combinations or other recapitalizations and hereafter referred to as the "Original Series B Issue Price"), and (iii) an amount equal to declared but unpaid dividends on each such share (such amount of Series A Preferred Stock or Series B Preferred Stock, declared but unpaid dividends being referred to herein as applicablethe "Premium"). If upon the occurrence of such event, the assets and funds thus distributed among the holders of the Series A Preferred Stock and the Series B Preferred Stock shall be insufficient to permit the payment to such holders of the full aforesaid preferential amounts, then, subject to the rights of series of Preferred Stock that may from time to time come into existence, the entire assets and funds of the corporation legally available for distribution shall be distributed ratably among the holders of the Series A Preferred Stock and the Series B Preferred Stock in proportion to the aggregate liquidation preferences of the respective series, and ratably among the holders of that series in proportion to the amount of such stock owned by each such holder. b. (b) After the distributions distribution described in subsection (a) above have has been paid, subject to the rights of series of Preferred Stock which may from time to time come into existence, the remaining assets of the corporation available for distribution to stockholders shareholders shall be distributed among the holders of Series A Preferred Stock, Series B Preferred Stock and Common Stock pro rata based on the number of shares of Common Stock held by each (assuming conversion of all such Series A Preferred Stock and Series B Preferred Stock)held. c. (c) A consolidation or merger of this corporation with or into any other corporation or corporations, or a sale, conveyance or disposition of all or substantially all of the assets of this corporation or the effectuation by the corporation of a transaction or series of related transactions in which more than fifty percent (50% %) of the voting power of the corporation is disposed of (excluding the issuance of shares of Series A Preferred Stock pursuant to the Series A Preferred Stock Purchase Agreement and the issuance of Series B Preferred Stock pursuant to the Series B Preferred Stock Purchase Agreement)of, shall be deemed to be a liquidation, dissolution or winding up within the meaning of this Section 2.

Liquidation Preference. a. In the event of any liquidation, dissolution or winding up of this corporationthe Corporation, either voluntary or involuntary, the holders of Series A Preferred Stock and the Series B Convertible Preferred Stock shall be entitled to receive, receive any of the assets or surplus funds of the Corporation only after and in subordination to payment in full of the liquidation preferences of all other series and classes of Preferred Stock having liquidation preferences that are prior and in preference to any distribution the Common Stock. After the payment in full of any of the assets of this corporation to such liquidation preferences, the holders of Common Stock Series B Convertible Preferred Stock, by reason of their ownership thereof, an amount shall be entitled to receive payment of up to $1.07875 per share equal to the sum of (i) $2.00 share, as adjusted for each outstanding share of Series A Preferred Stockany combinations, (subject to appropriate adjustments for stock splitsconsolidations, stock dividends, combinations distributions or other recapitalizations and hereafter referred stock dividends with respect to as such shares (the "Original Series A Issue PriceSUBSCRIPTION PRICE"), (ii) $4.43 for each outstanding share prior and in preference to, but without participation in, any distribution to the holders of Series B Preferred Stock (subject to appropriate adjustments for stock splitsthe Common Stock. However, stock dividends, combinations or other recapitalizations and hereafter referred to as the "Original Series B Issue Price"), and (iii) an amount equal to declared but unpaid dividends on such share of Series A Preferred Stock or Series B Preferred Stock, as applicable. If upon the occurrence of such event, the assets and funds thus distributed among if the holders of the Series A B Convertible Preferred Stock and the Series B Preferred Stock shall be insufficient to permit the payment to such holders would receive a greater distribution out of the full aforesaid preferential amounts, then, the entire remaining assets and surplus funds of the corporation Corporation legally available for distribution upon conversion of the shares of Series B Convertible Preferred Stock then held by them, then the remaining assets and surplus funds of the Corporation shall be distributed ratably among the holders of the Series A Preferred Stock and as though the Series B Convertible Preferred Stock in proportion was converted to the aggregate liquidation preferences Common Stock immediately prior to such distribution. For purposes of the respective seriesthis SECTION 2, a liquidation, dissolution or winding up of this Corporation shall be deemed to be occasioned by, and ratably among to include, (A) the holders of that series in proportion to the amount of such stock owned by each such holder. b. After the distributions described in subsection (a) above have been paid, the remaining assets of the corporation available for distribution to stockholders shall be distributed among the holders of Series A Preferred Stock, Series B Preferred Stock and Common Stock pro rata based on the number of shares of Common Stock held by each (assuming conversion of all such Series A Preferred Stock and Series B Preferred Stock). c. A consolidation or merger acquisition of this corporation with Corporation by another entity by means of any transaction or into series of related transactions (including, without limitation, any other corporation reorganization, merger or corporations, consolidation); or (B) a sale, conveyance or disposition sale of all or substantially all of the assets of this corporation Corporation (including, for purposes of this section, intellectual property rights which, in the aggregate, constitute substantially all of this Corporation's material assets); unless in each case, (x) this Corporation's stockholders of record as constituted immediately prior to such acquisition or sale will, immediately after such acquisition or sale (by virtue of securities issued as consideration for this Corporation's acquisition or sale or otherwise) hold in the effectuation by the corporation of a transaction or series of related transactions in which more than aggregate at least fifty percent (50% %) of the voting power of the corporation is disposed surviving or acquiring entity, or (y) the holders of (excluding the issuance of outstanding shares of Series A Preferred Stock pursuant to B Preferred, representing at least a majority of the Series A Preferred Stock Purchase Agreement and the issuance voting power of all then outstanding shares of Series B Preferred Preferred, voting separately as a class (on an as-converted into Common Stock pursuant basis) elect not to the Series B Preferred Stock Purchase Agreement), shall be have such transaction deemed to be a liquidation, dissolution or winding up within the meaning of this Section 2.Corporation. In any of such events specified in this SECTION 2 above, if the consideration received by this Corporation is other than cash or securities, its value will be deemed to be its fair market value, as determined in good faith by this Corporation's Board of Directors. Any securities shall be valued as follows: (a) if traded on a securities exchange or through the Nasdaq Stock Market, by averaging the closing prices of the securities over the thirty (30)-day period ending three (3) days prior to the closing; (b) if actively traded over-the-counter, by averaging the closing bid or sale prices (whichever are applicable) over the thirty (30)-day period ending three (3) days prior to the closing; and (c) if there is no active public market, at the fair market value thereof, as mutually determined by the Corporation and the holders of a majority of the then outstanding Series B

Liquidation Preference. a. (a) In the event of any liquidation, dissolution or winding up of this corporationthe Corporation, either whether voluntary or involuntary, the holders of the Series A Preferred Stock and Series B Preferred H Stock shall be entitled to receive, prior and in preference to any distribution of any of the assets or surplus funds of this corporation the Corporation to the holders of any other shares of Preferred Stock and Common Stock by reason of their ownership thereof, an the amount of $6.00 per share equal to the sum of (i) $2.00 as adjusted for each outstanding share of Series A Preferred Stock, (subject to appropriate adjustments for stock splits, any stock dividends, combinations or other recapitalizations and hereafter referred splits with respect to as the "Original Series A Issue Price"such shares), (ii) $4.43 for each outstanding share of Series B Preferred Stock (subject to appropriate adjustments for stock splits, stock dividends, combinations plus all accrued or other recapitalizations and hereafter referred to as the "Original Series B Issue Price"), and (iii) an amount equal to declared but unpaid dividends on such shares for each share of Series A Preferred H Stock or Series B Preferred Stock, as applicablethen held by them. If upon the occurrence of such event, the assets and funds thus distributed among the holders of the Series A Preferred Stock and the Series B H Preferred Stock shall be insufficient to permit the payment to such holders of the full aforesaid preferential amountsamount, then, then the entire assets and funds of the corporation Corporation legally available for distribution shall be distributed ratably among the holders of the Series A Preferred Stock and the Series B Preferred H Stock in proportion to the aggregate liquidation preferences of the respective series, and ratably among preferential amount each such holder is otherwise entitled to receive. (b) After payment to the holders of that series the Series H Stock of the amounts set forth in proportion Section 2(a) above, and the payment to the amount holders of any other series of Preferred Stock which may hereafter be established by the Board of Directors of any liquidation preferences for such stock owned by each such holder. b. After the distributions described in subsection (a) above have been paidadditional series of Preferred Stock, the entire remaining assets and funds of the corporation Corporation legally available for distribution to stockholders distribution, if any, shall be distributed among the holders of the Common Stock and the Series A Preferred Stock, Series B H Stock and any other series of Preferred Stock and Common Stock pro rata based on which may hereafter be established by the number Board of Directors in proportion to the shares of Common Stock then held by each (assuming them and the shares of Common Stock which they then have the right to acquire upon conversion of all such Series A Preferred Stock and Series B Preferred Stock). c. A consolidation or merger of this corporation with or into any other corporation or corporations, or a sale, conveyance or disposition of all or substantially all of the assets of this corporation or the effectuation by the corporation of a transaction or series of related transactions in which more than 50% of the voting power of the corporation is disposed of (excluding the issuance of shares of Series A H Stock and any other series of Preferred Stock pursuant to which may hereafter be established by the Series A Preferred Stock Purchase Agreement and Board of Directors then held by them. (c) Whenever the issuance of Series B Preferred Stock pursuant to the Series B Preferred Stock Purchase Agreement), distribution provided for in this Section 2 shall be deemed to payable in securities or property other than cash, the value of such distribution shall be a liquidation, dissolution the fair market value of such securities or winding up within other property as determined in good faith by the meaning Board of this Section 2Directors.

Liquidation Preference. a. The holders of the Series A Preferred Shares shall be entitled to a liquidation preference to the extent permitted under applicable law as follows: (a) In the event of any liquidation, dissolution dissolution, or winding up of this corporationthe Company, either whether voluntary or involuntarynot, or in the holders event of any distribution to the shareholders of the Company other than a dividend (each, a “Liquidation Event”), distributions to the shareholders of the Company shall be made in the following priority: (i) Each holder of the Series A Preferred Stock and Series B Preferred Stock Shares shall be entitled to receive, prior and in preference to any distribution of any of the assets of this corporation the Company to the holders of the Common Stock Shares of the Company, by reason of their ownership thereofof such shares, an the amount per share equal to the sum of (ix) $2.00 Won equivalent to US$2.7747 (applying the telegraphic transfer sending rate (the “Basic Exchange Rate”) on the date of payment by the Company) (the “Original Issue Price”) for each outstanding share of Series A Preferred StockShare then held by such holder (as appropriately adjusted for any bonus issue, consolidation, subdivision, reclassification and the like subsequent to its issuance), plus (subject to appropriate adjustments for stock splits, stock dividends, combinations or other recapitalizations and hereafter referred to as y) interest on the "Original Issue Price calculated at 30% per annum compounded annually accrued from the issuance date of the Series A Issue Price"), (ii) $4.43 for each outstanding share Preferred Shares to the date of Series B Preferred Stock (subject to appropriate adjustments for stock splits, stock dividends, combinations or other recapitalizations and hereafter referred to as the "Original Series B Issue Price"), liquidation and (iiiz) an amount equal equivalent to all declared but unpaid dividends on such share of Series A Preferred Stock or Series B Preferred StockShares accrued to the date of liquidation ((x), (y) and (z) above are collectively referred to as applicablethe “Preference Amount”). If If, upon the occurrence of such eventa Liquidation Event, the assets and funds thus available to be distributed among the holders of the Series A Preferred Stock and the Series B Preferred Stock Shares shall be insufficient to permit the payment to such holders of the full aforesaid preferential amountsPreference Amount, then, then the entire assets and funds of the corporation Company legally available for distribution to such holders shall be distributed ratably among the holders of the Series A Preferred Stock and Shares for the Series B A Preferred Stock in proportion to the aggregate liquidation preferences of the respective series, and ratably among the holders of that series in proportion to the amount of such stock Shares owned by each such holder. b. (ii) After payment of the distributions described in subsection full Preference Amount has been made to the holders of the Series A Preferred Shares, as applicable pursuant to Paragraph (a2)(a)(i) above have been paidabove, the remaining assets of the corporation Company available for distribution to stockholders the shareholders of the Company shall be distributed ratably among the holders of the Series A Preferred StockShares and the Common Shares, with each Series B A Preferred Stock and Common Stock pro rata based on Share being deemed, for such purpose, to be equal to the number of shares Common Shares, including fractions of Common Stock held by each (assuming conversion of all a share, into which such Series A Preferred Stock and Series B Preferred Stock). c. A consolidation or merger Share is convertible immediately prior to the close of this corporation with or into any other corporation or corporations, or a sale, conveyance or disposition of all or substantially all of business on the assets of this corporation or business day fixed for such distribution. If the effectuation by the corporation of a transaction or series of related transactions in which more than 50% of the voting power of the corporation is disposed of (excluding the issuance of shares of Series A Preferred Stock pursuant Shares on a converted basis above is not allowed under applicable laws, then distribution of assets shall be made to the Series A Preferred Stock Purchase Agreement Shares based on the outstanding number of the Series A Preferred Shares. (b) To the extent permitted by the applicable law, for the purpose of calculating the value of securities and the issuance of Series B Preferred Stock properties paid or distributed pursuant to this Paragraph (2), the value of such securities and properties shall be computed at fair market value at the time such securities or properties are delivered or otherwise made available to the shareholders of the Company, all as determined by the holders of the Series B A Preferred Stock Purchase AgreementShares in the good faith exercise of its reasonable business judgment; provided, however, that (i) if such securities are listed on any established stock exchange or a national stock market system, their fair market value shall be the closing sales price for such securities as quoted on such system or exchange (or in the case of multiple listings of such securities, the primary exchange for such securities) for the date the value is to be determined (or if there are no sales for such date, then for the immediately preceding business day on which there were sales), as reported in the Wall Street Journal or other publication reputable in applicable jurisdiction(s), and (ii) if such securities are regularly quoted by a recognized securities dealer but selling prices are not reported, their fair market value shall be deemed the mean between the highest bid and lowest asked prices for such securities on the date the value is to be a liquidationdetermined (or if there are no quoted prices for such date, dissolution or winding up within then for the meaning of this Section 2immediately preceding business day on which there were quoted prices).