Common use of Liquidation Preference Clause in Contracts

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Liquidation Preference. Upon any In the event of a liquidation, ---------------------- dissolution or winding up of the Corporation, whether voluntary or involuntary involuntary, the holders of Convertible Preferred Stock shall be entitled to receive out of the assets of the Corporation, whether such assets constitute stated capital or surplus of any nature, an amount equal to the dividends accumulated and unpaid thereon to the date of final distribution to such holders, whether or not declared, without interest, plus a sum equal to $ 1,000 per share, and no more, before any payment shall be made or any assets distributed to the holders of Common Stock or any other capital stock of the Corporation ranking junior as to liquidation rights to the Convertible Preferred Stock (such Common Stock and other capital stock being referred to herein collectively as "Junior Liquidation ------------------ Stock"); provided, that such rights shall accrue to the holders of Convertible ----- Preferred Stock only in the event that the Corporation's payments with respect to the liquidation preferences of the holders of capital stock of the Corporation ranking senior as to liquidation rights to the Convertible Preferred Stock (such capital stock being referred to herein as "Senior Liquidation ------------------ Stock") are fully met. If upon liquidation, dissolution or winding up of the affairs of the ----- Corporation, the holders of shares of Series B Preferred Stock are entitled to be paid out of the assets of the Corporation legally available for distribution after the liquidation preferences of any Senior Liquidation Stock are insufficient to its stockholderspay the holders of the Convertible Preferred Stock and any other capital stock of the Corporation which ranks on a panty as to liquidation rights with the Convertible Preferred Stock, after the entire assets of the Corporation then available for distribution shall be distributed ratably among the holders of the Convertible Preferred Stock and any other capital stock of the Corporation which ranks on a panty as to liquidation rights with the Convertible Preferred Stock in proportion to the respective preferential amounts to which each is entitled (but only to the extent of such preferential amounts). After payment in full 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 shares of any stock dividend, stock split, combination or other similar recapitalization with respect to the Series B Convertible Preferred Stock), plus an amount equal the holders of such shares shall not be entitled 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 further participation in any distribution of assets is made to holders of Junior Stock. If the assets of the Corporation legally available for distribution to stockholders are insufficient to pay in full the liquidation preference on the Series B Preferred Stock and the liquidation preference on the shares of any class or series of Parity Preferred Stock, all assets distributed to the holders of the Series B Preferred Stock and any class or series of Parity Preferred Stock shall be distributed pro rata so that the amount of assets distributed per share of Series B Preferred Stock and such class or series of Parity Preferred Stock shall in all cases bear to each other the same ratio that the liquidation preference per share on the Series B Preferred Stock and such class or series of Parity Preferred Stock bear to each other. Written notice of any distribution in connection with any such liquidation, dissolution or winding up of the affairs of the Corporation, stating the payment date or dates when, and the place or places where, the amounts distributable in such circumstances shall be payable, shall be given by first class mail, postage pre-paid, not less than 30 nor more than 60 days prior to the payment date stated therein, to each record holder of the Series B Preferred Stock at the respective addresses of such holders as the same shall appear on the stock transfer records of the Corporation. Subject to the last sentence of this Section 4, after payment of the full amount of the liquidation distributions to which they are entitled, the holders of Series B Preferred Stock will have no right or claim to any of the remaining assets of the Corporation. The Neither a consolidation or merger of the Corporation with another corporation nor a sale or into another entity, a merger of another entity with or into the Corporation, a statutory share exchange by the Corporation or a sale, lease, transfer or conveyance of all or substantially all part of the Corporation’s 's assets for cash, securities or Exhibit D other property or business shall not will be deemed to constitute a liquidation, dissolution or winding up of the affairs of the Corporation. In determining whether a distribution (other than upon voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation) by dividend, redemption or other acquisition of shares of stock of the Corporation or otherwise is permitted under the Maryland General Corporation Law, no effect shall be given to amounts that would be needed, if the Corporation were to be dissolved at the time of the distribution, to satisfy the preferential rights upon dissolution of holders of the Series B Preferred Stock. Notwithstanding the above, for purposes of determining the amount each holder of shares of Series B Preferred Stock is entitled to receive with respect to a voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation, each such holder of shares of Series B Preferred Stock shall be deemed to have converted (regardless of whether such holder actually converted) such holder’s shares of Series B Preferred Stock into Common Shares immediately prior to such liquidation event if, as a result of an actual conversion, such holder would receive, in the aggregate, an amount greater than the amount that would be distributed to such holder if such holder did not convert such shares of Series B Preferred Stock into Common Sharesthis Section 5.

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

Liquidation Preference. Upon any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation, the holders of shares of Series B 2017 Preferred Stock are entitled to be paid out of the assets of the Corporation legally available for distribution to its stockholders, after payment of or provision for the Corporation’s debts and other liabilitiesliabilities and subject to the preferential rights of the holders of any class or series of stock of the Corporation ranking senior to the Series 2017 Preferred Stock with respect to rights upon voluntary or involuntary liquidation, dissolution or winding up of the Corporation, 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“Purchase Price”), 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 2017 Preferred Stock and the liquidation preference on the shares of any class or series of Parity Preferred Stock, all assets distributed to the holders of the Series B 2017 Preferred Stock and any class or series of Parity Preferred Stock shall be distributed pro rata so that the amount of assets distributed per share of Series B 2017 Preferred Stock and such class or series of Parity Preferred Stock shall in all cases bear to each other the same ratio that the liquidation preference per share on the Series B 2017 Preferred Stock and such class or series of Parity Preferred Stock bear to each other. Written notice of any distribution in connection with any such liquidation, dissolution or winding up of the affairs of the Corporation, stating the payment date or dates when, and the place or places where, the amounts distributable in such circumstances shall be payable, shall be given by first class mail, postage pre-paid, not less than 30 nor more than 60 days prior to the payment date stated therein, to each record holder of the Series B Preferred Stock at the respective addresses of such holders as the same shall appear on the stock transfer records of the Corporation. Subject to the last sentence of this Section 4, after After payment of the full amount of the liquidation distributions to which they are entitled, the holders of Series B 2017 Preferred Stock will shall have no right or claim to any of the remaining assets of the Corporation. The consolidation or merger of the Corporation with or into another entity, a merger of another entity with or into the Corporation, a statutory share exchange by the Corporation or a sale, lease, transfer or conveyance of all or substantially all of the Corporation’s property or business shall not be deemed to constitute a liquidation, dissolution or winding up of the affairs of the Corporation. In determining whether a distribution (other than upon voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation) by dividend, redemption or other acquisition of shares of stock of the Corporation or otherwise is permitted under the Maryland General Corporation Law, no effect shall be given to amounts that would be needed, if the Corporation were to be dissolved at the time of the distribution, to satisfy the preferential rights upon dissolution of holders of the Series B 2017 Preferred Stock. Notwithstanding the above, for purposes of determining the amount each holder of shares of Series B Preferred Stock is entitled to receive with respect to a voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation, each such holder of shares of Series B Preferred Stock shall be deemed to have converted (regardless of whether such holder actually converted) such holder’s shares of Series B Preferred Stock into Common Shares immediately prior to such liquidation event if, as a result of an actual conversion, such holder would receive, in the aggregate, an amount greater than the amount that would be distributed to such holder if such holder did not convert such shares of Series B Preferred Stock into Common Shares.

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

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

Liquidation Preference. Upon (i) Payment of Liquidating Distributions. Subject to the rights of holders of Parity Preferred Units with respect to rights upon any voluntary or involuntary liquidation, dissolution or winding winding-up of the affairs Partnership and subject to Partnership Interests ranking senior to the Series F Preferred Units with respect to rights upon any voluntary or involuntary liquidation, dissolution or winding-up of the CorporationPartnership, the holders of shares of Series B F Preferred Stock are Units shall be entitled to be paid receive out of the assets of the Corporation Partnership legally available for distribution to its stockholdersor the proceeds thereof, after payment of or provision for the Corporation’s debts and other liabilities, a liquidation preference liabilities 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 paymentPartnership, but without interest, before any distribution payment or distributions of the assets is shall be made to holders of Junior Stock. If the assets of the Corporation legally available for distribution to stockholders are insufficient to pay in full the liquidation preference on the Series B Preferred Stock and the liquidation preference on the shares of any class or series of Parity Partnership Interest that ranks junior to the Series F Preferred StockUnits as to rights upon liquidation, dissolution or winding-up of the Partnership, an amount equal to the sum of a liquidation preference equal to their positive Capital Account balances (including, without limitation, any accumulated and unpaid distributions, whether or not declared, to the date of payment to the extent not previously credited to such Capital Account balances), determined after taking into account all Capital Account adjustments for the Partnership taxable year during which the liquidation occurs (other than those made as a result of the liquidating distribution set forth in this 4.10(d)(i)). In the event that, upon such voluntary or involuntary liquidation, dissolution or winding-up, there are insufficient assets distributed to permit full payment of liquidating distributions to the holders of Series F Preferred Units and any Parity Preferred Units as to rights upon liquidation, dissolution or winding-up of the Partnership, all payments of liquidating distributions on the Series B F Preferred Stock Units and any class or series of such Parity Preferred Stock Units shall be distributed pro rata made so that the amount of assets distributed per share of payments on the Series B F Preferred Stock Units and such class or series of Parity Preferred Stock Units shall in all cases bear to each other the same ratio that the liquidation preference per share on respective rights of the Series B F Preferred Stock Units and such class or series of other Parity Preferred Stock Units (which shall not include any accumulation in respect of unpaid distributions for prior distribution periods if such Parity Preferred Units do not have cumulative distribution rights) upon liquidation, dissolution or winding-up of the Partnership bear to each other. Written notice of any distribution in connection with any such liquidation, dissolution or winding up of the affairs of the Corporation, stating the payment date or dates when, and the place or places where, the amounts distributable in such circumstances shall be payable, shall be given by first class mail, postage pre-paid, not less than 30 nor more than 60 days prior to the payment date stated therein, to each record holder of the Series B Preferred Stock at the respective addresses of such holders as the same shall appear on the stock transfer records of the Corporation. Subject to the last sentence of this Section 4, after payment of the full amount of the liquidation distributions to which they are entitled, the holders of Series B Preferred Stock will have no right or claim to any of the remaining assets of the Corporation. The consolidation or merger of the Corporation with or into another entity, a merger of another entity with or into the Corporation, a statutory share exchange by the Corporation or a sale, lease, transfer or conveyance of all or substantially all of the Corporation’s property or business shall not be deemed to constitute a liquidation, dissolution or winding up of the affairs of the Corporation. In determining whether a distribution (other than upon voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation) by dividend, redemption or other acquisition of shares of stock of the Corporation or otherwise is permitted under the Maryland General Corporation Law, no effect shall be given to amounts that would be needed, if the Corporation were to be dissolved at the time of the distribution, to satisfy the preferential rights upon dissolution of holders of the Series B Preferred Stock. Notwithstanding the above, for purposes of determining the amount each holder of shares of Series B Preferred Stock is entitled to receive with respect to a voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation, each such holder of shares of Series B Preferred Stock shall be deemed to have converted (regardless of whether such holder actually converted) such holder’s shares of Series B Preferred Stock into Common Shares immediately prior to such liquidation event if, as a result of an actual conversion, such holder would receive, in the aggregate, an amount greater than the amount that would be distributed to such holder if such holder did not convert such shares of Series B Preferred Stock into Common Shares.

Liquidation Preference. (a) Upon any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the CorporationCompany, the holders of shares of Series B E Preferred Stock are entitled to be paid out of the assets of the Corporation Company legally available for distribution to its stockholders, after payment of or provision for the Corporation’s debts and other liabilities, stockholders a liquidation preference of $10.00 25 per share (subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization with respect to the Series B Preferred Stock“Liquidation Preference”), plus an amount equal to any accrued and unpaid dividends to the date of payment (whether or not earned, authorized or declared) thereon to and including the date of payment), but without interest, before any distribution of assets is made to holders of Junior Stock. If the assets Common Stock or any other class or series of capital stock of the Corporation legally available for Company that ranks junior to the Series E Preferred Stock as to liquidation rights, but the holders of the shares of Series E 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 Company’s capital stock hereafter issued which ranks senior as to liquidation rights to the Series E Preferred Stock has been paid in full. The holders of Series E Preferred Stock and all series or classes of the Company’s capital stock hereafter issued which rank on a parity as to liquidation rights with the Series E 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 Company that ranks senior to stockholders are insufficient the Series E Preferred Stock as to liquidation rights) which is not sufficient to pay in full the liquidation preference on the Series B Preferred Stock and the liquidation preference on the shares of any class or series of Parity Preferred Stock, all assets distributed to the holders aggregate of the Series B Preferred Stock and any class or series of Parity Preferred Stock amounts payable thereon. The Company shall be distributed pro rata so that the amount of assets distributed per share of Series B Preferred Stock and such class or series of Parity Preferred Stock shall in all cases bear to each other the same ratio that the liquidation preference per share on the Series B Preferred Stock and such class or series of Parity Preferred Stock bear to each other. Written deliver written notice of any distribution in connection with any event triggering the right to receive such liquidation, dissolution or winding up Liquidation Preference to each holder of Series E Preferred Stock within ten (10) days of the affairs of the Corporation, stating the payment date or dates when, and the place or places where, the amounts distributable in such circumstances shall be payable, shall be given by first class mail, postage pre-paid, not less than 30 nor more than 60 days prior to the payment date stated therein, to each record holder of the Series B Preferred Stock at the respective addresses occurrence of such holders as the same shall appear on the stock transfer records of the Corporationevent. Subject to the last sentence of this Section 4, after After payment of the full amount of the liquidation distributions Liquidation Preference, plus any accrued and unpaid dividends to which they are entitled, the holders of Series B E Preferred Stock will have no right or claim to any of the remaining assets of the CorporationCompany. The consolidation or merger of the Corporation Company with or into another entityany other corporation, a merger trust or entity or of another entity any other corporation with or into the CorporationCompany, a statutory share exchange by or the Corporation or a sale, lease, transfer lease or conveyance of all or substantially all of the Corporation’s property or business of the Company, shall not be deemed to constitute a liquidation, dissolution or winding up of the affairs of the Corporation. In determining whether a distribution (other than upon voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation) by dividend, redemption or other acquisition of shares of stock of the Corporation or otherwise is permitted under the Maryland General Corporation Law, no effect shall be given to amounts that would be needed, if the Corporation were to be dissolved at the time of the distribution, to satisfy the preferential rights upon dissolution of holders of the Series B Preferred Stock. Notwithstanding the above, for purposes of determining the amount each holder of shares of Series B Preferred Stock is entitled to receive with respect to a voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation, each such holder of shares of Series B Preferred Stock shall be deemed to have converted (regardless of whether such holder actually converted) such holder’s shares of Series B Preferred Stock into Common Shares immediately prior to such liquidation event if, as a result of an actual conversion, such holder would receive, in the aggregate, an amount greater than the amount that would be distributed to such holder if such holder did not convert such shares of Series B Preferred Stock into Common SharesCompany.

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

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

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

Liquidation Preference. Upon any voluntary or involuntary liquidation, dissolution or and winding up of the affairs of the CorporationCorporation (whether voluntary or involuntary) (a "Liquidation Event"), the holders of shares of Series B Preferred Stock are entitled to be paid out of the assets of the Corporation legally available for distribution to its stockholders, after payment of or provision for the Corporation’s debts and other liabilities, a liquidation preference of $10.00 per share (subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization with respect to the Series B Preferred Stock), plus an amount equal to any accrued and unpaid dividends (whether or not earned, authorized or declared) thereon to and including the date of payment, but without interest, before any distribution of assets is made to holders of Junior Stock. If the assets of the Corporation legally available for distribution to stockholders are insufficient to shall pay in full the liquidation preference on the Series B Preferred Stock and the liquidation preference on the shares of any class or series of Parity Preferred Stock, all assets distributed to the holders of the Series J Preferred Stock (unless otherwise provided for in the resolution or resolutions creating such stock) the aggregate Liquidation Value attributable to such shares (each, a "Share") plus any accrued but unpaid dividends thereon. If upon any such Liquidation Event, the Corporation's assets to be distributed among the holders of the Junior Securities, Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock, Series F Preferred Stock, Series G Preferred Stock, Series H Preferred Stock, Series I Preferred Stock and any class or series of Parity Series J Preferred Stock are insufficient to permit payment to such holders of the aggregate amount of their respective liquidation preference pursuant to the Corporation's Amended and Restated Certificate of Incorporation, as amended from time to time (the "Charter"), as applicable, then the entire assets available to be distributed to the Corporation's stockholders shall be distributed pro rata so that in accordance with the amount priorities set forth in Article IV, Section 3 of assets distributed per share of the Charter, with the Series B J Preferred Stock ranking pari passu with the Series D, F, G, H and I Preferred Stock and such class or series of Parity Preferred Stock shall in all cases bear prior to each other the same ratio that the liquidation preference per share on the Series B and C Preferred Stock and such class or series of Parity Preferred Stock bear to each otherStock. Written notice of any distribution in connection with any such liquidation, dissolution or winding up of the affairs of the Corporation, stating the payment date or dates when, and the place or places where, the amounts distributable in such circumstances shall be payable, shall be given by first class mail, postage pre-paid, not Not less than 30 nor more than 60 sixty (60) days prior to the payment date stated thereinof the Liquidation Value, the Corporation shall mail written notice of any such Liquidation Event to each record holder of Series J Preferred Stock, setting forth in reasonable detail the Series B Preferred Stock at the respective addresses of such holders as the same shall appear on the stock transfer records of the Corporation. Subject to the last sentence of this Section 4, after payment of the full amount of the liquidation distributions proceeds to which they are entitled, the holders be paid with respect to each Share and each share of Series B Preferred Common Stock will have no right or claim to any in connection with such Liquidation Event. A change of the remaining assets of the Corporation. The consolidation or merger control of the Corporation with or into another entity, a merger of another entity with or into the Corporation, a statutory share exchange by the Corporation or a sale, lease, transfer or conveyance of all or substantially all of the Corporation’s property or business shall not be deemed to constitute a liquidation, dissolution or winding up of the affairs of the Corporation. In determining whether a distribution (other than upon voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation) by dividend, redemption or other acquisition of shares of stock of the Corporation or otherwise is permitted under the Maryland General Corporation Law, no effect shall be given to amounts that would be needed, if the Corporation were to be dissolved at the time of the distribution, to satisfy the preferential rights upon dissolution of holders of the Series B Preferred Stock. Notwithstanding the above, Liquidation Event for purposes of determining the amount each holder of shares of Series B Preferred Stock is entitled to receive with respect to a voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation, each such holder of shares of Series B Preferred Stock shall be deemed to have converted (regardless of whether such holder actually converted) such holder’s shares of Series B Preferred Stock into Common Shares immediately prior to such liquidation event if, as a result of an actual conversion, such holder would receive, in the aggregate, an amount greater than the amount that would be distributed to such holder if such holder did not convert such shares of Series B Preferred Stock into Common Sharesthis Section 3.

Liquidation Preference. Upon In the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs Corporation, whether voluntary or involuntary, or in the event of the Corporationits insolvency, the holders of shares each share of Series B F Preferred Stock are shall be entitled to be paid out of the assets of the Corporation legally available for distribution to its stockholders, after payment holders of or provision for the Corporation’s debts and other liabilities's capital stock of all classes, a liquidation preference of $10.00 per share whether such assets are capital, surplus or earnings (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"Available Assets"), plus an amount equal to any accrued and unpaid dividends (whether or not earned, authorized or declared) thereon to and including the date of payment, but without interest, before any distribution of assets or payment is made to any holders of Junior Stock. If the assets of the Corporation legally available for distribution to stockholders are insufficient to pay in full the liquidation preference on the Series B Preferred Common Stock and the liquidation preference on the shares of or any other class or series of Parity capital stock of the Corporation designated to be junior to the Series F Preferred Stock in liquidation preference (collectively, "Junior Stock"), an amount (the "Liquidation Preference") equal to: (i) an amount per share of Series F Preferred Stock equal to the Purchase Price plus all accrued but unpaid dividends on such Series F Preferred Stock, all assets distributed if such amount plus the amount which should be payable to the holders of the shares of Series B F Preferred Stock and any class or series of Parity Preferred Stock shall be distributed pro rata so pursuant to Section 3.1.2 below (assuming that the distribution to such holders was made pursuant to this clause (i)) is greater than such amount of assets distributed per share of Series B F Preferred Stock and such class or series as would have been payable had each share of Parity Series F Preferred Stock shall in all cases bear been converted into Common Stock immediately prior to each other such liquidation, dissolution or winding up (the same ratio that "Conversion Amount"), and otherwise (ii) the liquidation preference per share on the Series B Preferred Stock and such class or series of Parity Preferred Stock bear to each otherConversion Amount. Written notice of any distribution in connection with any such If, upon 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 Available Assets shall be payable, shall be given by first class mail, postage pre-paid, not less than 30 nor more than 60 days prior insufficient to pay the payment date stated therein, to each record holder holders of the Series B F Preferred Stock at the respective addresses of full amounts to which such holders as the same shall appear on the stock transfer records of the Corporation. Subject to the last sentence of this Section 4, after payment of the full amount of the liquidation distributions to which they are otherwise would be entitled, the holders of Series B F Preferred Stock will have no right or claim shall share ratably in any distribution of Available Assets pro rata in proportion to any of the remaining assets of respective liquidation preference amounts which would otherwise be payable upon liquidation with respect to the Corporation. The consolidation or merger of the Corporation with or into another entity, a merger of another entity with or into the Corporation, a statutory share exchange by the Corporation or a sale, lease, transfer or conveyance of all or substantially all of the Corporation’s property or business shall not be deemed to constitute a liquidation, dissolution or winding up of the affairs of the Corporation. In determining whether a distribution (other than upon voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation) by dividend, redemption or other acquisition of outstanding 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 F Preferred Stock is entitled to receive if all liquidation preference dollar amounts 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 Shareswere paid in full.

Liquidation Preference. Upon any voluntary or involuntary liquidation, dissolution or winding winding-up of the affairs Company or reduction or decrease in its capital stock resulting in a distribution of the Corporation, assets to the holders of any class or series of the Company's capital stock, each holder of shares of Series B the Preferred Stock are will be entitled to be paid payment out of the assets of the Corporation legally Company available for distribution of an amount equal to its stockholdersthe Liquidation Preference per share of Preferred Stock held by such holder, after payment of plus accrued and unpaid dividends, if any, to the date fixed for liquidation, dissolution, winding-up or provision reduction or decrease in capital stock (including an amount equal to a prorated dividend for the Corporation’s debts period from the last Dividend Payment Date to the date fixed for liquidation, dissolution, winding up or reduction or decrease in capital stock), before any distribution is made on any Junior Securities, including, without limitation, Common Stock of the Company. After payment in full of the Liquidation Preference and other liabilitiesall accrued dividends, a liquidation preference if any, to which holders of $10.00 per share (subject Preferred Stock are entitled, such holders will not be entitled to appropriate adjustment any further participation in any distribution of assets of the event Company. If, upon any voluntary or involuntary liquidation, dissolution or winding-up of any stock dividendthe Company, stock split, combination or other similar recapitalization the amounts payable with respect to the Series B Preferred Stock)Stock and all other Parity Securities are not paid in full, plus an amount equal to any accrued the holders of the Preferred Stock and unpaid dividends (whether or not earned, authorized or declared) thereon to the Parity Securities will share equally and including the date of payment, but without interest, before ratably in any distribution of assets is made to holders of Junior Stock. If the assets of the Corporation legally available for distribution Company in proportion to stockholders are insufficient to pay in the full the liquidation preference on and accumulated and unpaid dividends, if any, to which each is entitled. However, neither the Series B Preferred Stock and the liquidation preference on the voluntary sale, conveyance, exchange or transfer (for cash, shares of any class stock, securities or series of Parity Preferred Stock, all assets distributed to the holders of the Series B Preferred Stock and any class or series of Parity Preferred Stock shall be distributed pro rata so that the amount of assets distributed per share of Series B Preferred Stock and such class or series of Parity Preferred Stock shall in all cases bear to each other the same ratio that the liquidation preference per share on the Series B Preferred Stock and such class or series of Parity Preferred Stock bear to each other. Written notice of any distribution in connection with any such liquidation, dissolution or winding up of the affairs of the Corporation, stating the payment date or dates when, and the place or places where, the amounts distributable in such circumstances shall be payable, shall be given by first class mail, postage pre-paid, not less than 30 nor more than 60 days prior to the payment date stated therein, to each record holder of the Series B Preferred Stock at the respective addresses of such holders as the same shall appear on the stock transfer records of the Corporation. Subject to the last sentence of this Section 4, after payment of the full amount of the liquidation distributions to which they are entitled, the holders of Series B Preferred Stock will have no right or claim to any of the remaining assets of the Corporation. The consolidation or merger of the Corporation with or into another entity, a merger of another entity with or into the Corporation, a statutory share exchange by the Corporation or a sale, lease, transfer or conveyance consideration) of all or substantially all of the Corporation’s property or business shall not assets of the Company nor the consolidation or merger of the Company with or into one or more Persons will be deemed to constitute a liquidation, dissolution or winding up of the affairs of the Corporation. In determining whether a distribution (other than upon voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation) by dividend, redemption or other acquisition of shares of stock of the Corporation or otherwise is permitted under the Maryland General Corporation Law, no effect shall be given to amounts that would be needed, if the Corporation were to be dissolved at the time of the distribution, to satisfy the preferential rights upon dissolution of holders of the Series B Preferred Stock. Notwithstanding the above, for purposes of determining the amount each holder of shares of Series B Preferred Stock is entitled to receive with respect to a voluntary or involuntary liquidation, dissolution or winding winding-up of the affairs Company or reduction or decrease in capital stock, unless such sale, conveyance, exchange or transfer shall be in connection with a liquidation, dissolution or winding-up of the Corporation, each such holder business 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, the Company or reduction or decrease 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 Sharescapital stock. 5.

Liquidation Preference. Upon any voluntary or involuntary The Class A Partnership Preferred Units shall rank, as to liquidation, dissolution or winding up of the affairs Partnership, prior to Class A Partnership Common Units and any other class of Partnership Units of the Corporation, the holders of shares of Series B Partnership ranking junior to Class A Partnership Preferred Stock are entitled Units as to be paid out of the assets of the Corporation legally available for distribution to its stockholders, after payment of or provision for the Corporation’s debts and other liabilities, a liquidation preference of $10.00 per share (subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization with respect to the Series B Preferred Stock), plus an amount equal to any accrued and unpaid dividends (whether or not earned, authorized or declared) thereon to and including the date of payment, but without interest, before any distribution of assets is made to holders of Junior Stock. If the assets of the Corporation legally available for distribution to stockholders are insufficient to pay in full the liquidation preference on the Series B Preferred Stock and the liquidation preference on the shares of any class or series of Parity Preferred Stock, all assets distributed to the holders of the Series B Preferred Stock and any class or series of Parity Preferred Stock shall be distributed pro rata so that the amount of assets distributed per share of Series B Preferred Stock and such class or series of Parity Preferred Stock shall in all cases bear to each other the same ratio that the liquidation preference per share on the Series B Preferred Stock and such class or series of Parity Preferred Stock bear to each other. Written notice of any distribution in connection with any such rights upon liquidation, dissolution or winding up of the affairs Partnership, so that in the event of any liquidation, dissolution or winding up of the CorporationPartnership, stating the payment date whether voluntary or dates when, and the place or places whereinvoluntary, the amounts distributable in such circumstances holders of the Class A Partnership Preferred Units shall be payableentitled to receive out of the assets of the Partnership available for distribution to holders of Partnership Units, shall be given by first class mailwhether from capital, postage pre-paidsurplus or earnings, before any distribution is made to holders of Class A Partnership Common Units or any other such junior Partnership Units, an amount equal to $16.50 per unit (the "Liquidation Preference" of a Class A Partnership Preferred Units) plus an amount equal to all distributions (whether or not less than 30 nor more than 60 days prior earned or declared) accrued and accumulated and unpaid on the Class A Partnership Preferred Units to the payment date stated therein, to each record holder of final distribution. The holders of the Series B Class A Partnership Preferred Stock at Units will not be entitled to receive the respective addresses Liquidation Preference until the liquidation preference of such holders as the same shall appear on the stock transfer records any other class of Partnership Units of the Corporation. Subject Partnership ranking senior to the last sentence of this Section 4Class A Partnership Preferred Units as to rights upon liquidation, after dissolution or winding up shall have been paid (or a sum set aside therefor sufficient to provide for payment) in full. After payment of the full amount of the liquidation distributions to which they are entitledLiquidation Preference and such distributions, the holders of Series B Class A Partnership Preferred Stock Units will have no right or claim not be entitled to any further participation in any distribution of assets by the Partnership. If, upon any liquidation, dissolution or winding up of the remaining Partnership, the assets of the CorporationPartnership, or proceeds thereof, distributable among the holders of Parity Partnership Preferred Units shall be insufficient to pay in full the preferential amount aforesaid, 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 units if all amounts payable thereon were paid in full. The For the purposes hereof, neither a consolidation or merger of the Corporation Partnership with or into another any other partnership, limited liability company, corporation or any other entity, nor a merger of another any other partnership, limited liability company, corporation or any other entity with or into the CorporationPartnership, nor a statutory share exchange by the Corporation sale or a sale, lease, transfer or conveyance of all or substantially all any part of the Corporation’s property Partnership assets for cash or business securities shall not be deemed to constitute considered a liquidation, dissolution or winding up of the affairs of the Corporation. In determining whether a distribution (other than upon voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation) by dividend, redemption or other acquisition of shares of stock of the Corporation or otherwise is permitted under the Maryland General Corporation Law, no effect shall be given to amounts that would be needed, if the Corporation were to be dissolved at the time of the distribution, to satisfy the preferential rights upon dissolution of holders of the Series B Preferred Stock. Notwithstanding the above, for purposes of determining the amount each holder of shares of Series B Preferred Stock is entitled to receive with respect to a voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation, each such holder of shares of Series B Preferred Stock shall be deemed to have converted (regardless of whether such holder actually converted) such holder’s shares of Series B Preferred Stock into Common Shares immediately prior to such liquidation event if, as a result of an actual conversion, such holder would receive, in the aggregate, an amount greater than the amount that would be distributed to such holder if such holder did not convert such shares of Series B Preferred Stock into Common SharesPartnership.

Liquidation Preference. (a) Upon any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation, the holders of shares of the Series B G Preferred Stock are entitled to be paid out of the assets of the Corporation legally available for distribution to its stockholders, after payment of or provision for the Corporation’s debts and other liabilities, stockholders a liquidation preference of (x) $10.00 25 per share (subject to appropriate adjustment the “Base Liquidation Preference”) in cash or property at its fair market value as determined by the Board of Directors, or (y) in the event the Corporation shall be a party to a Transaction, as defined in subparagraph 8(e), prior to June 30, 2010 in which a majority of the Common Stock of the Corporation is converted into the right to receive cash, property or other consideration at a price, or having a fair market value, as determined by the Board of Directors, per share, of less than 105% of the Conversion Price in effect at the time of any stock dividendsuch Transaction, stock split$26.25 per share in cash or property at its fair market value, combination or other similar recapitalization with respect to as determined by the Series B Preferred StockBoard of Directors (the “Stepped Up Liquidation Preference”), plus in each case, 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 Corporation’s Common Stock or any other equity securities of the Corporation legally available for distribution that rank junior to stockholders are insufficient the Series G Preferred Stock as to pay in full liquidation rights. Notwithstanding the foregoing, unless the Corporation is a party to a Transaction prior to June 30, 2010, the liquidation preference on or after June 30, 2010 shall be the Base Liquidation Preference plus an amount equal to the accrued and unpaid dividends to the date of payment, but without interest, before any distribution of assets is made to holders of the Corporation’s Common Stock or any other equity securities of the Corporation that rank junior to the Series B G Preferred Stock and the as to liquidation preference on the shares of any class or series of Parity Preferred Stock, all assets distributed rights. The Corporation will promptly provide to the holders of the Series B G Preferred Stock and any class or series of Parity Preferred Stock shall be distributed pro rata so that the amount of assets distributed per share of Series B Preferred Stock and such class or series of Parity Preferred Stock shall in all cases bear to each other the same ratio that the liquidation preference per share on the Series B Preferred Stock and such class or series of Parity Preferred Stock bear to each other. Written written notice of any distribution in connection with any event triggering the right to receive such liquidation, dissolution or winding up of the affairs of the Corporation, stating the payment date or dates when, and the place or places where, the amounts distributable in such circumstances shall be payable, shall be given by first class mail, postage pre-paid, not less than 30 nor more than 60 days prior to the payment date stated therein, to each record holder of the Series B Preferred Stock at the respective addresses of such holders as the same shall appear on the stock transfer records of the CorporationLiquidation Preference. Subject to the last sentence of this Section 4, after After payment of the full amount of the liquidation distributions Liquidation Preference, plus any accrued and unpaid dividends to which they are entitled, the holders of the Series B G Preferred Stock will have no right or claim to any of the remaining assets of the Corporation. The consolidation or merger of the Corporation with or into another entityany other corporation, a merger trust or entity or of another entity any other corporation with or into the Corporation, a statutory share exchange by the Corporation or a sale, lease, transfer lease or conveyance of all or substantially all of the Corporation’s property or business of the Corporation or a statutory share exchange, shall not be deemed to constitute a liquidation, dissolution or winding up of the affairs of the Corporation. In determining whether , unless a distribution (other than upon voluntary or involuntary liquidation, dissolution or winding up of the affairs Corporation is effected in connection with, or as a step in a series of the Corporation) transactions by dividendwhich, redemption a consolidation or other acquisition of shares of stock merger 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 Shareseffected.

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

Liquidation Preference. Upon In the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation, the holder or holders of outstanding shares of Series B Preferred Stock are shall be entitled to be paid receive out of the assets of the Corporation legally available for distribution 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 interestshareholders, before any distribution of assets is shall be made to holders of Junior Stock. If the assets of the Corporation legally available for distribution to stockholders are insufficient to pay in full the liquidation preference on the Series B Preferred Stock and the liquidation preference on the shares of any class or series of Parity Preferred Stock, all assets distributed to the holders of the Series B Preferred Stock and shares of Junior Stock, an amount equal to One Hundred Dollars ($100.00) per share. If, upon any class or series of Parity Preferred Stock shall be distributed pro rata so that the amount of assets distributed per share of Series B Preferred Stock and such class or series of Parity Preferred Stock shall in all cases bear to each other the same ratio that the liquidation preference per share on the Series B Preferred Stock and such class or series of Parity Preferred Stock bear to each other. Written notice of any distribution in connection with any such liquidation, dissolution or winding up of the affairs of the Corporation, stating the payment date or dates when, and the place or places where, the amounts distributable in such circumstances shall be payable, shall be given by first class mail, postage pre-paid, not less than 30 nor more than 60 days prior to the payment date stated therein, to each record holder of the Series B Preferred Stock at the respective addresses of such holders as the same shall appear on the stock transfer records of the Corporation. Subject to the last sentence of this Section 4, after payment of the full amount of the liquidation distributions to which they are entitled, the holders of Series B Preferred Stock will have no right or claim to any of the remaining assets of the Corporation. The consolidation or merger of the Corporation with or into another entity, a merger of another entity with or into the Corporation, a statutory share exchange by the Corporation or a sale, lease, transfer or conveyance of all or substantially all of the Corporation’s property or business shall not be deemed to constitute a liquidation, dissolution or winding up of the affairs of the Corporation. In determining whether a distribution (other than upon voluntary or involuntary liquidation, dissolution or winding up of the affairs of Corporation, the Corporation) by dividendamounts payable with respect to the Series B Preferred and any Parity Stock are not paid in full, redemption the holder 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 and of such Parity Stock shall share ratably in any such distribution of assets of the Corporation in proportion to the full respective preferential amounts to which they are entitled. After payment to the holder or holders of the Series B Preferred of the full preferential amount provided for in this Section 7 and after the payment of any other preferential amounts to the holder or holders of other equity securities of the Corporation, the holder or holders of the Series B Preferred shall be entitled to share in distributions of any remaining assets with the holders of Common Stock, pro-rata on an as-if-converted basis, to the extent of $44.30 per share plus accumulated and unpaid dividends, without interest, to and excluding the date fixed for such distribution of assets. Notwithstanding Written notice of any liquidation, dissolution or winding up of the above, for purposes of determining Corporation shall be given to the amount each holder of shares or holders of Series B Preferred Stock is entitled not less than twenty (20) days prior to receive the payment date. Neither the voluntary sale, conveyance exchange or transfer (for cash, securities or other consideration) of all or any part of the property or assets of the Corporation, nor the consolidation or merger or other business combination of the Corporation with respect or into any other corporation or corporations, shall be deemed to be a voluntary or involuntary liquidation, dissolution or winding up of the affairs Corporation, unless such voluntary sale, conveyance, exchange or transfer shall be in connection with a plan of liquidation, dissolution or winding up of the Corporation, each such holder of shares of Series B Preferred Stock shall be deemed to have converted (regardless of whether such holder actually converted) such holder’s shares of Series B Preferred Stock into Common Shares immediately prior to such liquidation event if, as a result of an actual conversion, such holder would receive, in the aggregate, an amount greater than the amount that would be distributed to such holder if such holder did not convert such shares of Series B Preferred Stock into Common Shares.

Liquidation Preference. Upon any In the event of a liquidation, ---------------------- dissolution or winding up of the Corporation, whether voluntary or involuntary involuntary, the holders of Convertible Preferred Stock shall be entitled to receive out of the assets of the Corporation, whether such assets constitute stated capital or surplus of any nature, an amount equal to the dividends accumulated and unpaid thereon to the date of final distribution to such holders, whether or not declared, without interest, plus a sum equal to $1,000 per share, and no more, before any payment shall be made or any assets distributed to the holders of Common Stock or any other capital stock of the Corporation ranking junior as to liquidation rights to the Convertible Preferred Stock (such Common Stock and other capital stock being referred to herein collectively as "Junior Liquidation ------------------ Stock"); provided, that such rights shall accrue to the holders of Convertible ----- Preferred Stock only in the event that the Corporation's payments with respect to the liquidation preferences of the holders of capital stock of the Corporation ranking senior as to liquidation rights to the Convertible Preferred Stock (such capital stock being referred to herein as "Senior Liquidation ------------------ Stock") are fully met. If upon liquidation, dissolution or winding up of the affairs of the ----- Corporation, the holders of shares of Series B Preferred Stock are entitled to be paid out of the assets of the Corporation legally available for distribution after the liquidation preferences of any Senior Liquidation Stock are insufficient to its stockholderspay the holders of the Convertible Preferred Stock and any other capital stock of the Corporation which ranks on a parity as to liquidation rights with the Convertible Preferred Stock, after the entire assets of the Corporation then available for distribution shall be distributed ratably among the holders of the Convertible Preferred Stock and any other capital stock of the Corporation which ranks on a parity as to liquidation rights with the Convertible Preferred Stock in proportion to the respective preferential amounts to which each is entitled (but only to the extent of such preferential amounts). After payment in full 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 shares of any stock dividend, stock split, combination or other similar recapitalization with respect to the Series B Convertible Preferred Stock), plus an amount equal the holders of such shares shall not be entitled 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 further participation in any distribution of assets is made to holders of Junior Stock. If the assets of the Corporation legally available for distribution to stockholders are insufficient to pay in full the liquidation preference on the Series B Preferred Stock and the liquidation preference on the shares of any class or series of Parity Preferred Stock, all assets distributed to the holders of the Series B Preferred Stock and any class or series of Parity Preferred Stock shall be distributed pro rata so that the amount of assets distributed per share of Series B Preferred Stock and such class or series of Parity Preferred Stock shall in all cases bear to each other the same ratio that the liquidation preference per share on the Series B Preferred Stock and such class or series of Parity Preferred Stock bear to each other. Written notice of any distribution in connection with any such liquidation, dissolution or winding up of the affairs of the Corporation, stating the payment date or dates when, and the place or places where, the amounts distributable in such circumstances shall be payable, shall be given by first class mail, postage pre-paid, not less than 30 nor more than 60 days prior to the payment date stated therein, to each record holder of the Series B Preferred Stock at the respective addresses of such holders as the same shall appear on the stock transfer records of the Corporation. Subject to the last sentence of this Section 4, after payment of the full amount of the liquidation distributions to which they are entitled, the holders of Series B Preferred Stock will have no right or claim to any of the remaining assets of the Corporation. The Neither a consolidation or merger of the Corporation with another corporation nor a sale or into another entity, a merger of another entity with or into the Corporation, a statutory share exchange by the Corporation or a sale, lease, transfer or conveyance of all or substantially all part of the Corporation’s 's assets for cash, securities or other property or business shall not will be deemed to constitute a liquidation, dissolution or winding up of the affairs of the Corporation. In determining whether a distribution (other than upon voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation) by dividend, redemption or other acquisition of shares of stock of the Corporation or otherwise is permitted under the Maryland General Corporation Law, no effect shall be given to amounts that would be needed, if the Corporation were to be dissolved at the time of the distribution, to satisfy the preferential rights upon dissolution of holders of the Series B Preferred Stock. Notwithstanding the above, for purposes of determining the amount each holder of shares of Series B Preferred Stock is entitled to receive with respect to a voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation, each such holder of shares of Series B Preferred Stock shall be deemed to have converted (regardless of whether such holder actually converted) such holder’s shares of Series B Preferred Stock into Common Shares immediately prior to such liquidation event if, as a result of an actual conversion, such holder would receive, in the aggregate, an amount greater than the amount that would be distributed to such holder if such holder did not convert such shares of Series B Preferred Stock into Common Sharesthis Section 5.

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

Liquidation Preference. Upon (1) In the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation, the holders of shares of Series B Preferred Stock are entitled to be paid out of the assets of the Corporation legally available for distribution to its stockholders, after payment of or provision for the Corporation’s debts and any Group Company (other liabilities, a liquidation preference of $10.00 per share (subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization with respect to the Series B Preferred Stock), plus an amount equal to any accrued and unpaid dividends (whether or not earned, authorized or declared) thereon to and including the date of payment, but without interest, before any distribution of assets is made to holders of Junior Stock. If the assets of the Corporation legally available for distribution to stockholders are insufficient to pay in full the liquidation preference on the Series B Preferred Stock and the liquidation preference on the shares of any class or series of Parity Preferred Stock, all assets distributed to the holders of the Series B Preferred Stock and any class or series of Parity Preferred Stock shall be distributed pro rata so that the amount of assets distributed per share of Series B Preferred Stock and such class or series of Parity Preferred Stock shall in all cases bear to each other the same ratio that the liquidation preference per share on the Series B Preferred Stock and such class or series of Parity Preferred Stock bear to each other. Written notice of any distribution in connection with any such liquidation, dissolution or winding up of the affairs of the Corporation, stating the payment date or dates when, and the place or places where, the amounts distributable in such circumstances shall be payable, shall be given by first class mail, postage pre-paid, not less than 30 nor more than 60 days prior to the payment date stated therein, to each record holder of the Series B Preferred Stock at the respective addresses of such holders as the same shall appear on the stock transfer records of the Corporation. Subject to the last sentence of this Section 4, after payment of the full amount of the liquidation distributions to which they are entitled, the holders of Series B Preferred Stock will have no right or claim to any of the remaining assets of the Corporation. The consolidation or merger of the Corporation with or into another entity, a merger of another entity with or into the Corporation, a statutory share exchange by the Corporation or a sale, lease, transfer or conveyance of all or substantially all of the Corporation’s property or business shall not be deemed to constitute a liquidation, dissolution or winding up of the affairs of the Corporation. In determining whether Linong Agriculture Technology Co., Ltd. (Tianjin), or a distribution (other than upon voluntary or involuntary liquidation, dissolution or winding up of a Subsidiary that has been approved by the affairs Shareholders as part of a restructuring for the benefit of the Corporation) by dividendCompany), redemption either voluntary or other acquisition of shares of stock involuntary the holders of the Corporation or otherwise is permitted under the Maryland General Corporation Law, no effect Series B1 Shares shall be given entitled to amounts that would be neededreceive, if the Corporation were prior to be dissolved at the time any distribution to other holders of Preferred Shares and holders of the distributionOrdinary Shares or any other class or series of shares, an amount per Series B1 Share equal to satisfy 100% of the preferential rights upon dissolution Series B1 Issue Price (as adjusted for share dividends, splits, combinations, recapitalizations or similar events) plus all accrued or declared but unpaid dividends thereon (the “Series B1 Preference Amount”). After the full distribution of the Series B1 Preference Amount, the holders of the Series B Preferred Stock. Notwithstanding the aboveShares shall be entitled to receive, for purposes of determining the amount each holder of shares prior to any distribution to holders of Series A1 Shares, Series A Shares and holders of the Ordinary Shares or any other class or series of shares, an amount per Series B Preferred Stock is Share equal to 100% of the Series B Issue Price (as adjusted for share dividends, splits, combinations, recapitalizations or similar events) plus all accrued or declared but unpaid dividends thereon (the “Series B Preference Amount”). After the full distribution of the Series B1 Preference Amount and Series B Preference Amount, holders of Series A1 Shares shall be entitled to receive, prior to any distribution to holders of Series A Shares and holders of the Ordinary Shares or any other class or series of shares, an amount per Series A1 Share equal to 100% of the Series A Issue Price (as adjusted for share dividends, splits, combinations, recapitalizations or similar events) plus all accrued or declared but unpaid dividends thereon (the “Series A1 Preference Amount”). After full distribution of the Series B1 Preference Amount, Series B Preference Amount and Series A1 Preference Amount, holders of Series A Shares shall be entitled to receive with respect prior to a voluntary or involuntary liquidation, dissolution or winding up any distribution to holders of the affairs Ordinary Shares or any other class or series of the Corporation, each such holder of shares of Series B Preferred Stock shall be deemed to have converted (regardless of whether such holder actually converted) such holder’s shares of Series B Preferred Stock into Common Shares immediately prior to such liquidation event if, as a result of an actual conversion, such holder would receive, in the aggregateshares, an amount greater than per Series A Share equal to 100% of the amount that would Series A Issue Price (as adjusted for share dividends, splits, combinations, recapitalizations or similar events) plus all accured or declared but unpaid dividends thereon (the “Series A Preference Amount”, and collectively with Series B1 Preference Amount, Series B Preference Amount and Series A1 Preference Amount, the “Preference Amount”). After the full liquidation Preference Amount on all outstanding Preferred Shares has been paid, any remaining funds or assets of the Company legally available for distribution to Shareholders shall be distributed pro rata among the holders of the Preferred Shares (on an as-converted basis) together with the holders of the Ordinary Shares. If the Company has insufficient assets to such holder if such holder did not convert such shares permit payment of Series B the Preference Amount in full to all holders of Preferred Stock into Common Shares., then the assets of the Company shall be distributed as follows:

Liquidation Preference. (a) Upon any voluntary or involuntary liquidation, dissolution or winding up of the affairs Corporation, before any payment or distribution by the Corporation shall be made to or set apart for the holders of the Corporationany shares of Junior Stock, the holders of shares of the Series B 1 Preferred Stock are shall be entitled to be paid out of the assets of the Corporation that are legally available for distribution to its the stockholders, after payment of or provision for the Corporation’s debts and other liabilities, a liquidation preference of $10.00 equal to the Stated Value per share (subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization with respect to the Series B Preferred Stock“Liquidation Preference”), plus an amount equal to any all accumulated, accrued and unpaid dividends (whether or not earned, authorized or declared) thereon to and including the date of paymentpayment (including the Mobile Preferred Accrual). Until the holders of the Series 1 Preferred Stock have been paid the Liquidation Preference in full, but without interestplus an amount equal to all accumulated, before any accrued and unpaid dividends (whether or not earned or declared) to the date of final distribution of assets is to such holders, no payment will be made to holders any holder of Junior StockStock upon the liquidation, dissolution or winding up of the Corporation. If upon the voluntary or involuntary liquidation, dissolution or winding up of the Corporation, the available assets of the Corporation legally available for distribution to stockholders are Corporation, or proceeds thereof, distributable among the holders of the Series 1 Preferred Stock shall be insufficient to pay in full the liquidation preference on the Series B Preferred Stock above described Liquidation Preference and the liquidation preference liquidating payments on the any shares of any class or series of Parity Preferred Stock, all assets then such assets, or the proceeds thereof, shall be distributed to among the holders of the Series B 1 Preferred Stock and any class or series of such Parity Preferred Stock shall ratably in the same proportion as the respective amounts that would be distributed pro rata so that the amount of assets distributed per share of payable on such Series B 1 Preferred Stock and such class or series of Parity Preferred Stock shall in all cases bear to each other the same ratio that the liquidation preference per share on the Series B Preferred Stock and such class or series of Parity Preferred Stock bear to each other. Written notice of any distribution in connection with any such liquidation, dissolution or winding up of the affairs of the Corporation, stating the payment date or dates when, and the place or places where, the Parity Stock if all amounts distributable payable thereon were paid in such circumstances shall be payable, shall be given by first class mail, postage pre-paid, not less than 30 nor more than 60 days prior to the payment date stated therein, to each record holder of the Series B Preferred Stock at the respective addresses of such holders as the same shall appear on the stock transfer records of the Corporationfull. Subject to the last sentence of this Section 4, after After payment of the full amount of the liquidation distributions Liquidation Preference to which they are entitled, the holders of the Series B 1 Preferred Stock will shall have no right or claim to any of the remaining assets of the Corporation. The consolidation or merger of the Corporation with or into another entity, a merger of another entity with or into the Corporation, a statutory share exchange by the Corporation or a sale, lease, transfer or conveyance of all or substantially all of the Corporation’s property or business shall not be deemed to constitute a liquidation, dissolution or winding up of the affairs of the Corporation. In determining whether a distribution (other than upon voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation) by dividend, redemption or other acquisition of shares of stock of the Corporation or otherwise is permitted under the Maryland General Corporation Law, no effect shall be given to amounts that would be needed, if the Corporation were to be dissolved at the time of the distribution, to satisfy the preferential rights upon dissolution of holders of the Series B Preferred Stock. Notwithstanding the above, for purposes of determining the amount each holder of shares of Series B Preferred Stock is entitled to receive with respect to a voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation, each such holder of shares of Series B Preferred Stock shall be deemed to have converted (regardless of whether such holder actually converted) such holder’s shares of Series B Preferred Stock into Common Shares immediately prior to such liquidation event if, as a result of an actual conversion, such holder would receive, in the aggregate, an amount greater than the amount that would be distributed to such holder if such holder did not convert such shares of Series B Preferred Stock into Common Shares.

Liquidation Preference. Upon any voluntary or involuntary In the event of a ----------------------- liquidation, dissolution dissolution, or winding up of the affairs of the Corporation, whether voluntary or involuntary, the holders of shares of Series B A Convertible Preferred Stock are shall be entitled to be paid receive out of the assets of the Corporation legally available for distribution to its stockholdersCorporation, after payment whether such assets constitute stated capital or surplus of or provision for the Corporation’s debts and other liabilitiesany nature, a liquidation preference of $10.00 an amount per share (subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization with respect Series A Convertible Preferred Stock equal to the Series B Preferred Stock)Liquidation Preference, plus an amount equal to any accrued and unpaid dividends (whether or not earned, authorized or declared) thereon to and including the date of payment, but without interestno more, before any distribution of assets is payment shall be made to holders of Junior Stock. If the assets of the Corporation legally available for distribution to stockholders are insufficient to pay in full the liquidation preference on the Series B Preferred Stock and the liquidation preference on the shares of or any class or series of Parity Preferred Stock, all assets distributed to the holders of Junior Liquidation Stock; provided, however, that such rights shall -------- ------- accrue to the holders of Series A Convertible Preferred Stock only in the event that the Corporation's payments with respect to the liquidation preference of the holders of Senior Liquidation Stock are fully met. After the liquidation preferences of the Senior Liquidation Stock are fully met, the entire assets of the Corporation available for distribution shall be distributed ratably among the holders of the Series B A Convertible Preferred Stock and any class or series Parity Liquidation Stock in proportion to the respective preferential amounts to which each is entitled (but only to the extent of Parity Preferred Stock shall be distributed pro rata so that such preferential amounts). After payment in full of the amount liquidation price of assets distributed per share the shares of the Series B A Convertible Preferred Stock and such class or series of the Parity Preferred Stock shall in all cases bear to each other the same ratio that the liquidation preference per share on the Series B Preferred Stock and such class or series of Parity Preferred Stock bear to each other. Written notice of any distribution in connection with any such liquidation, dissolution or winding up of the affairs of the Corporation, stating the payment date or dates when, and the place or places where, the amounts distributable in such circumstances shall be payable, shall be given by first class mail, postage pre-paid, not less than 30 nor more than 60 days prior to the payment date stated therein, to each record holder of the Series B Preferred Stock at the respective addresses of such holders as the same shall appear on the stock transfer records of the Corporation. Subject to the last sentence of this Section 4, after payment of the full amount of the liquidation distributions to which they are entitledLiquidation Stock, the holders of Series B Preferred Stock will have no right or claim such shares shall not be entitled to any further participation in any distribution of the remaining assets of by the Corporation. The Neither a consolidation or merger of the Corporation with another corporation nor a sale or into another entity, a merger of another entity with or into the Corporation, a statutory share exchange by the Corporation or a sale, lease, transfer or conveyance of all or substantially all part of the Corporation’s 's assets for cash, securities, or other property or business shall not in and of itself will be deemed to constitute considered a liquidation, dissolution dissolution, or winding up of the affairs of the Corporation. In determining whether a distribution (other than upon voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation) by dividend, redemption or other acquisition of shares of stock of the Corporation or otherwise is permitted under the Maryland General Corporation Law, no effect shall be given to amounts that would be needed, if the Corporation were to be dissolved at the time of the distribution, to satisfy the preferential rights upon dissolution of holders of the Series B Preferred Stock. Notwithstanding the above, for purposes of determining the amount each holder of shares of Series B Preferred Stock is entitled to receive with respect to a voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation, each such holder of shares of Series B Preferred Stock shall be deemed to have converted (regardless of whether such holder actually converted) such holder’s shares of Series B Preferred Stock into Common Shares immediately prior to such liquidation event if, as a result of an actual conversion, such holder would receive, in the aggregate, an amount greater than the amount that would be distributed to such holder if such holder did not convert such shares of Series B Preferred Stock into Common SharesSECTION 7.

Liquidation Preference. Upon In the event of any voluntary or involuntary liquidation, dissolution dissolution, or winding winding-up of the affairs Corporation, or if the Corporation consummates a sale, lease, or other distribution of all or substantially all of its assets (in a single transaction or in a series of related transactions) or a merger or other business combination wherein the holders of voting securities of the CorporationCorporation immediately prior to such transaction hold fewer than 50% of the voting securities of the surviving or successor corporation resulting from such transaction (each, a "Liquidating Event"), then after distribution in full of the preferential amounts, if any, to be distributed to the holders of shares of any series or class of preferred stock, created prior to the date hereof having by their express terms a priority on liquidation superior to that of the Convertible Preferred Stock, the holders of shares of Series B Convertible Preferred Stock are ("Holders") shall be entitled to be paid receive, in preference to the Holders of shares of any series or class of preferred stock created after the date hereof and in preference to the Holders of the Common Stock out of the remaining assets of the Corporation legally available for distribution to its stockholders, after payment an amount per share of or provision for Convertible Preferred Stock equal to the Corporation’s debts and other liabilities, a liquidation preference greater of (i) $10.00 1.50 per share (subject to adjustment as appropriate adjustment in the event of any recapitalizations, reclassifications stock dividendsplits, stock splitdividends, combination or other divisions of shares and similar recapitalization with respect to the Series B Preferred Stockevents), plus an amount equal to any accrued all accrued, accumulated and unpaid dividends and distributions thereon, (whether or not earnedii) such amount per share of Convertible Preferred Stock as would have been payable had each such share been tendered by the Holder for conversion into Common Stock immediately prior to such Liquidating Event and (iii) if the Liquidating Event is a Reorganization Event (as defined herein), authorized or declared) thereon such amount per share as is payable pursuant to and including the date of payment, but without interest, before any distribution of assets is made to holders of Junior StockSection 8 hereof. If the assets of the Corporation legally available for distribution to stockholders are insufficient to pay the entire liquidation amounts payable to the Holders of the Convertible Preferred Stock as aforesaid, then the Corporation shall distribute such assets to the Holders of the Convertible Preferred Stock on a pro rata basis. After payment in full the liquidation preference on the Series B Preferred Stock and the liquidation preference on the shares of any class or series of Parity Preferred Stock, all assets distributed to the holders of the Series B Preferred Stock and any class or series of Parity Preferred Stock shall be distributed pro rata so that the amount of assets distributed per share of Series B Preferred Stock and such class or series of Parity Preferred Stock shall in all cases bear to each other the same ratio that the liquidation preference per share on the Series B Preferred Stock and such class or series of Parity Preferred Stock bear to each other. Written notice of any distribution in connection with any such liquidation, dissolution or winding up of the affairs of the Corporation, stating the payment date or dates when, and the place or places where, the amounts distributable in such circumstances shall be payable, shall be given by first class mail, postage pre-paid, not less than 30 nor more than 60 days prior to the payment date stated therein, to each record holder of the Series B Preferred Stock at the respective addresses of such holders as the same shall appear on the stock transfer records of the Corporation. Subject to the last sentence of this Section 4, after payment of the full amount of the liquidation distributions amounts payable to which they are entitledthe Holders of the Convertible Preferred Stock as aforesaid, the holders of Series B Preferred Stock will have no right or claim to Corporation shall distribute any of the remaining assets to the Holders of Common Stock in proportion to the Corporation. The consolidation or merger of the Corporation with or into another entity, a merger of another entity with or into the Corporation, a statutory share exchange by the Corporation or a sale, lease, transfer or conveyance of all or substantially all of the Corporation’s property or business shall not be deemed to constitute a liquidation, dissolution or winding up of the affairs of the Corporation. In determining whether a distribution (other than upon voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation) by dividend, redemption or other acquisition number 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 Common 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 Sharesheld by them.

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

Liquidation Preference. Upon In the event of any voluntary or involuntary liquidation, dissolution dissolution, or winding up of the affairs of the Corporation, whether voluntary or not, the holders of shares Series C Preferred shall be entitled to receive, before any amount shall be paid to holders of Series A Preferred, Series B Preferred Stock are entitled or Common Stock, an amount equal to $5.00 per share for each share of Series C Preferred then held by such holder plus all declared and unpaid dividends, if any. If, upon the occurrence of such event, the assets and funds available to be paid out distributed among the holders of Series C Preferred shall be insufficient to permit the payment to such holders of the full preferential amount, then the entire assets and funds of the Corporation legally available for distribution to its stockholders, after payment shall be distributed ratably among the holders of or provision for the Corporation’s debts and other liabilities, a liquidation preference of $10.00 per share (subject to appropriate adjustment Series C Preferred in the event of any stock dividend, stock split, combination or other similar recapitalization with respect proportion 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 number 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 Series C Preferred Stock, all assets distributed held by each. After payment has been made to the holders of the Series B C Preferred Stock and any class or series of Parity Preferred Stock shall be distributed pro rata so that the amount of assets distributed per share of Series B Preferred Stock and such class or series of Parity Preferred Stock shall in all cases bear to each other the same ratio that the liquidation preference per share on the Series B Preferred Stock and such class or series of Parity Preferred Stock bear to each other. Written notice of any distribution in connection with any such liquidation, dissolution or winding up of the affairs of the Corporation, stating the payment date or dates when, and the place or places where, the amounts distributable in such circumstances shall be payable, shall be given by first class mail, postage pre-paid, not less than 30 nor more than 60 days prior to the payment date stated therein, to each record holder of the Series B Preferred Stock at the respective addresses of such holders as the same shall appear on the stock transfer records of the Corporation. Subject to the last sentence of this Section 4, after payment of the full amount of the liquidation distributions preferential amounts to which they are entitled, the holders of Series B Preferred Stock will have no right shall be entitled to receive, before any amount shall be paid to holders of Series A Preferred or claim Common Stock, an amount equal to any $0.51 per share for each share of Series B Preferred then held by such holder plus all declared and unpaid dividends, if any. If, upon the occurrence of such event, the assets and funds available to be distributed among the holders of Series B Preferred shall be insufficient to permit the payment to such holders of the remaining full preferential amount, then the entire assets of the Corporation. The consolidation or merger and funds of the Corporation with or into another entity, a merger of another entity with or into the Corporation, a statutory share exchange by the Corporation or a sale, lease, transfer or conveyance of all or substantially all of the Corporation’s property or business shall not be deemed to constitute a liquidation, dissolution or winding up of the affairs of the Corporation. In determining whether a legally available for 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 distributed ratably among 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 in proportion to the above, for purposes of determining the amount each holder number of shares of Series B Preferred Stock is held by each. After payment has been made to the holders of Series B Preferred of the full preferential amounts to which they are entitled, the holders of Series A Preferred shall be entitled to receive with respect an amount equal to a voluntary or involuntary liquidation, dissolution or winding up $0.30 per share for each share of Series A Preferred then held plus all declared and unpaid dividends before any amount shall be paid to holders of Common Stock. If the assets and funds available to be distributed among the holders of Series A Preferred shall be insufficient to permit the payment to such holders of the affairs full preferential amount, then the entire assets and funds of the Corporation, each such holder Corporation legally available for distribution shall be distributed ratably among the holders of Series A Preferred in proportion to the number of shares of Series B A Preferred held by each. After payment has been made to the holders of Preferred Stock of the full amounts to which they shall be deemed entitled as aforesaid, the remaining assets of the Corporation available for distribution to have converted (regardless shareholders shall be distributed ratably among the holders of whether such holder actually converted) such holder’s Preferred Stock and the holders of Common Stock based on the number of shares of Series B Preferred Common Stock held by each (assuming the conversion into Common Shares immediately prior to such liquidation event if, as a result Stock 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 all Preferred Stock into Common SharesStock).

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

Liquidation Preference. Upon any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation, the holders of shares of Series B 2016 Preferred Stock are entitled to be paid out of the assets of the Corporation legally available for distribution to its stockholders, after payment of or provision for the Corporation’s debts and other liabilitiesliabilities and subject to the preferential rights of the holders of any class or series of stock of the Corporation ranking senior to the Series 2016 Preferred Stock with respect to rights upon voluntary or involuntary liquidation, dissolution or winding up of the Corporation, 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“Purchase Price”), 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 2016 Preferred Stock and the liquidation preference on the shares of any class or series of Parity Preferred Stock, all assets distributed to the holders of the Series B 2016 Preferred Stock and any class or series of Parity Preferred Stock shall be distributed pro rata so that the amount of assets distributed per share of Series B 2016 Preferred Stock and such class or series of Parity Preferred Stock shall in all cases bear to each other the same ratio that the liquidation preference per share on the Series B 2016 Preferred Stock and such class or series of Parity Preferred Stock bear to each other. Written notice of any distribution in connection with any such liquidation, dissolution or winding up of the affairs of the Corporation, stating the payment date or dates when, and the place or places where, the amounts distributable in such circumstances shall be payable, shall be given by first class mail, postage pre-paid, not less than 30 nor more than 60 days prior to the payment date stated therein, to each record holder of the Series B Preferred Stock at the respective addresses of such holders as the same shall appear on the stock transfer records of the Corporation. Subject to the last sentence of this Section 4, after After payment of the full amount of the liquidation distributions to which they are entitled, the holders of Series B 2016 Preferred Stock will shall have no right or claim to any of the remaining assets of the Corporation. The consolidation or merger of the Corporation with or into another entity, a merger of another entity with or into the Corporation, a statutory share exchange by the Corporation or a sale, lease, transfer or conveyance of all or substantially all of the Corporation’s property or business shall not be deemed to constitute a liquidation, dissolution or winding up of the affairs of the Corporation. In determining whether a distribution (other than upon voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation) by dividend, redemption or other acquisition of shares of stock of the Corporation or otherwise is permitted under the Maryland General Corporation Law, no effect shall be given to amounts that would be needed, if the Corporation were to be dissolved at the time of the distribution, to satisfy the preferential rights upon dissolution of holders of the Series B 2016 Preferred Stock. Notwithstanding the above, for purposes of determining the amount each holder of shares of Series B Preferred Stock is entitled to receive with respect to a voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation, each such holder of shares of Series B Preferred Stock shall be deemed to have converted (regardless of whether such holder actually converted) such holder’s shares of Series B Preferred Stock into Common Shares immediately prior to such liquidation event if, as a result of an actual conversion, such holder would receive, in the aggregate, an amount greater than the amount that would be distributed to such holder if such holder did not convert such shares of Series B Preferred Stock into Common Shares.

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

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

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

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

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

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

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

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

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

Liquidation Preference. Upon In the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation, the holders of the shares of Series B A Preferred Stock are shall be entitled to be paid out of the assets of the Corporation legally available for distribution to its stockholders, after payment of or provision for the Corporation’s debts prior and other liabilities, a liquidation in preference of $10.00 per share (subject to appropriate adjustment in the event any distribution of any of the assets of the Corporation to the holders of any common stock dividend, or any other class or series of capital stock split, combination or other similar recapitalization with respect ranking junior to the Series B A Preferred Stock), plus an amount in cash per outstanding share of the Series A Preferred Stock equal to any accrued and unpaid dividends $1.00 (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"Series A Liquidation Preference"). If the assets of the Corporation legally available for distribution to stockholders are insufficient not sufficient to pay in full the liquidation preference on Series A Liquidation Preference payable to the holders of outstanding shares of Series B A Preferred Stock and the liquidation preference on of all other securities that rank pari passu with the shares of any class or series of Parity Series A Preferred Stock, all assets distributed to then the holders of all such shares shall share ratably in such distribution of assets in proportion to the amount which would be payable on such distribution if the Series B A Liquidation Preference to which the holders of outstanding shares of Series A Preferred Stock and the liquidation preferences to which the holders of other securities that rank pari passu with the Series A Preferred Stock are entitled were paid in full. Upon any class such liquidation, dissolution or series winding up of Parity the Corporation, after the holders of Series A Preferred Stock shall be distributed pro rata so that have been paid in full their Series A Liquidation Preference, the amount holders of assets distributed per share shares of Series B Preferred Stock and such class or series of Parity A Preferred Stock shall not be entitled to share in any further distribution of assets. For the purposes of this Section 2, the voluntary sale, conveyance, exchange or transfer (for cash, shares of stock, securities or other consideration) of all cases bear or substantially all of the property, assets or outstanding equity securities of the Corporation or the merger or consolidation of the Corporation with one or more corporations shall be deemed to each other be a liquidation, dissolution or winding up, voluntary or involuntary, of the same ratio that the liquidation preference per share on the Series B Preferred Stock and such class or series of Parity Preferred Stock bear to each otherCorporation. Written notice of any distribution in connection with any such voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation, stating the payment date or dates when, and the place or places where, where the amounts distributable in such circumstances amount shall be payable, shall be given by first class mail, postage pre-paidprepaid, not less than 30 nor more than 60 days prior to the payment date stated therein, to each the holders of record holder of the Series B A Preferred Stock at the their respective addresses of such holders as the same shall then appear on the stock transfer records books of the Corporation. Subject to the last sentence of this Section 4, after payment of the full amount of the liquidation distributions to which they are entitled, the holders of Series B Preferred Stock will have no right or claim to any of the remaining assets of the Corporation. The consolidation or merger of the Corporation with or into another entity, a merger of another entity with or into the Corporation, a statutory share exchange by the Corporation or a sale, lease, transfer or conveyance of all or substantially all of the Corporation’s property or business shall not be deemed to constitute a liquidation, dissolution or winding up of the affairs of the Corporation. In determining whether a distribution (other than upon voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation) by dividend, redemption or other acquisition of shares of stock of the Corporation or otherwise is permitted under the Maryland General Corporation Law, no effect shall be given to amounts that would be needed, if the Corporation were to be dissolved at the time of the distribution, to satisfy the preferential rights upon dissolution of holders of the Series B Preferred Stock. Notwithstanding the above, for purposes of determining the amount each holder of shares of Series B Preferred Stock is entitled to receive with respect to a voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation, each such holder of shares of Series B Preferred Stock shall be deemed to have converted (regardless of whether such holder actually converted) such holder’s shares of Series B Preferred Stock into Common Shares immediately prior to such liquidation event if, as a result of an actual conversion, such holder would receive, in the aggregate, an amount greater than the amount that would be distributed to such holder if such holder did not convert such shares of Series B Preferred Stock into Common Shares.

Liquidation Preference. Upon any Liquidation Event, the Holders shall be entitled to be paid out of the assets of the Corporation available for distribution to its stockholders, after and subject to the payment in full of all amounts required to be distributed to the holders of any other Preferred Stock of the Corporation ranking on liquidation prior and in preference to the Series A Preferred Stock (such Preferred Stock being referred to hereinafter as "Senior Preferred Stock") upon such liquidation, dissolution or winding up, but before any payment shall be made to the holders of Junior Stock, an amount in cash equal to the Stated Value. If upon any such Liquidation Event, the remaining assets of the Corporation available for the distribution to its stockholders after payment in full of amounts required to be paid or distributed to holders of Senior Preferred Stock shall be insufficient to pay the holders of shares of Series A Preferred Stock the full amount to which they shall be entitled, the holders of shares of Series A Preferred Stock and any class of stock ranking on liquidation on a parity with the Series A Preferred Stock, shall share ratably in any distribution of the remaining assets and funds of the Corporation in proportion to the respective amounts which would otherwise be payable in respect to the shares held by them upon such distribution if all amounts payable on or with respect to said shares were paid in full. For purposes of this Certificate of Designations, the term "Stated Value" shall mean one thousand dollars ($1,000) per share, subject to adjustment for stock splits, stock dividends, recapitalizations, reorganizations, reclassifications, combinations, reverse stock splits or other similar events relating to the Series A Preferred Stock after the Initial Issuance Date. For purposes of this Certificate of Designations, a "Liquidation Event" means the voluntary or involuntary liquidation, dissolution or winding up of the affairs of the CorporationCorporation or its Subsidiaries, the holders of shares of Series B Preferred Stock are entitled to be paid out of the assets of the Corporation legally available for distribution to its stockholders, after payment of or provision for the Corporation’s debts and other liabilities, a liquidation preference of $10.00 per share (subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization with respect to the Series B Preferred Stock), plus an amount equal to any accrued and unpaid dividends (whether or not earned, authorized or declared) thereon to and including the date of payment, but without interest, before any distribution of assets is made to holders of Junior Stock. If the assets of the Corporation legally available for distribution to stockholders are insufficient to pay in full the liquidation preference on the Series B Preferred Stock and the liquidation preference on the shares of any class or series of Parity Preferred Stock, all assets distributed to the holders of the Series B Preferred Stock and any class or series of Parity Preferred Stock shall be distributed pro rata so that the amount of assets distributed per share of Series B Preferred Stock and such class or series of Parity Preferred Stock shall in all cases bear to each other the same ratio that the liquidation preference per share on the Series B Preferred Stock and such class or series of Parity Preferred Stock bear to each other. Written notice of any distribution in connection with any such liquidation, dissolution or winding up of the affairs of the Corporation, stating the payment date or dates when, and the place or places where, the amounts distributable in such circumstances shall be payable, shall be given by first class mail, postage pre-paid, not less than 30 nor more than 60 days prior to the payment date stated therein, to each record holder of the Series B Preferred Stock at the respective addresses of such holders as the same shall appear on the stock transfer records of the Corporation. Subject to the last sentence of this Section 4, after payment of the full amount of the liquidation distributions to which they are entitled, the holders of Series B Preferred Stock will have no right or claim to any of the remaining assets of the Corporation. The consolidation or merger of the Corporation with or into another entity, a merger of another entity with or into the Corporation, a statutory share exchange by the Corporation or a sale, lease, transfer or conveyance of constitute all or substantially all of the Corporation’s property or business shall not be deemed to constitute a liquidation, dissolution or winding up assets of the affairs of the Corporation. In determining whether a distribution (other than upon voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation) by dividend, redemption or other acquisition of shares of stock business 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, and its Subsidiaries taken as a result of an actual conversion, such holder would receivewhole, in the aggregate, an amount greater than the amount that would be distributed to such holder if such holder did not convert such shares a single transaction or series of Series B Preferred Stock into Common Sharestransactions.

Liquidation Preference. Upon any voluntary or involuntary (a) In the event of the liquidation, dissolution or winding up of the affairs of the CorporationCompany, whether voluntary or involuntary, the holders of shares of the Series B CC Preferred Stock are then outstanding shall be entitled to be paid receive, out of the assets of the Corporation legally available for distribution to its stockholders, after payment of Company whether such assets are capital or provision for the Corporation’s debts and other liabilities, a liquidation preference of $10.00 per share (subject to appropriate adjustment in the event surplus of any stock dividendnature, stock split, combination or other similar recapitalization with respect to the Series B Preferred Stock), plus an amount equal to $25,000.00 per share (the “Liquidation Preference Amount”) of the Series CC Preferred Stock, on a pro rata and pari passu basis with any parity stock (the “Pari Passu Preferred Stock”), together with all accrued and but unpaid dividends (whether or not earned, authorized or declared) thereon to and including the date of payment, but without interestdividends, before any distribution of payment shall be made or any assets is made distributed to the holders of the Common Stock or any other Junior Stock. If the assets of the Corporation legally available for distribution to stockholders Company are insufficient not sufficient to pay in full the liquidation preference on Liquidation Preference Amount payable to the holders of outstanding shares of the Series B CC Preferred Stock and the liquidation preference on the shares of any class or series of Parity preferred stock or any other class of stock on a parity as to rights on liquidation, dissolution or winding up, with the Series CC Preferred Stock, then all of said assets will be distributed to among the holders of the Series B CC Preferred Stock, the Pari Passu Preferred Stock and any class or series the other classes of Parity stock on a parity with the Series CC Preferred Stock, if any, 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 CC Preferred Stock shall be distributed pro rata so that the equal to a ratably proportionate amount of assets distributed per the liquidation payment with respect to each outstanding share of Series B CC Preferred Stock and such class or series Stock. All payments for which this Section 4(a) provides shall be in cash, property (valued at its fair market value as determined by an independent appraiser reasonably acceptable to the holders of Parity Preferred Stock shall in all cases bear to each other the same ratio that the liquidation preference per share on a majority of the Series B CC Preferred Stock and such class Stock) or series of Parity Preferred Stock bear to each other. Written notice of any distribution in connection with any such liquidationa combination thereof; provided, dissolution or winding up of the affairs of the Corporationhowever, stating the payment date or dates when, and the place or places where, the amounts distributable in such circumstances that no cash shall be payable, shall be given by first class mail, postage pre-paid, not less than 30 nor more than 60 days prior paid to the payment date stated therein, to holders of Junior Stock unless each record holder of the outstanding shares of Series B CC Preferred Stock at has been paid in cash the respective addresses of full Liquidation Preference Amount to which such holders holder is entitled as the same shall appear on the stock transfer records of the Corporationprovided herein. Subject to the last sentence of this Section 4, after After payment of the full amount of the liquidation distributions Liquidation Preference Amount to which they are each holder is entitled, the such holders of Series B Preferred Stock will have no right or claim to any of the remaining assets of the Corporation. The consolidation or merger of the Corporation with or into another entity, a merger of another entity with or into the Corporation, a statutory share exchange by the Corporation or a sale, lease, transfer or conveyance of all or substantially all of the Corporation’s property or business shall not be deemed to constitute a liquidation, dissolution or winding up of the affairs of the Corporation. In determining whether a distribution (other than upon voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation) by dividend, redemption or other acquisition of shares of stock of the Corporation or otherwise is permitted under the Maryland General Corporation Law, no effect shall be given to amounts that would be needed, if the Corporation were to be dissolved at the time of the distribution, to satisfy the preferential rights upon dissolution of holders of the Series B Preferred Stock. Notwithstanding the above, for purposes of determining the amount each holder of shares of Series B CC Preferred Stock is will not be entitled to receive with respect any further participation as such in any distribution of the assets of the Company. Notwithstanding the foregoing, at the option of the holder of Series CC Preferred Shares, such holder may elect to convert the entire Liquidation Preference Amount into shares of Common Stock pursuant to a voluntary or involuntary liquidationVoluntary Conversion as set forth in Section 5(a), 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 effective 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 Sharesevent.

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

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

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

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

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

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

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

Liquidation Preference. Upon any voluntary or involuntary liquidation, dissolution or winding up of the affairs Corporation and its subsidiaries, whether voluntary or involuntary (a "Liquidation Event"), each holder of the Corporation, the holders of outstanding shares of Series B Preferred Convertible Stock are shall be entitled to be paid out of the assets of the Corporation legally available for distribution to its stockholders, after payment of whether such assets are capital, surplus or provision for the Corporation’s debts earnings, 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 amount shall be paid or series of Parity Preferred Stock, all assets distributed to the holders of Common Stock or of any other stock ranking on liquidation junior to the Series B Convertible Stock, an amount in cash, equal to (i) $[1.53](2) per share of Convertible Stock held by such holder (adjusted appropriately for stock splits, stock dividends, recapitalizations and the like with respect to the Convertible Stock), plus (ii) any declared but unpaid dividends to which such holder of outstanding shares of Convertible Stock is then entitled pursuant to Sections A.3 and A.5(f) hereof (the sum of clauses (i) and (ii) being referred to herein as the "Convertible Preferred Base Liquidation Amount"), plus (iii) any interest accrued pursuant to Section A.5(e) hereof to which such holder of Convertible Stock is entitled, if any (the sum of clauses (i), (ii) and (iii) being referred to herein as the "Convertible Liquidation Preference Amount"); provided, however, that if, upon any Liquidation Event, the amounts payable with respect to the Convertible Liquidation Preference Amount are not paid in full, the holders of the Convertible Stock and any class or series of Parity the Redeemable Preferred Stock shall be distributed pro rata so that the amount share ratably in any distribution of assets distributed per share of Series B Preferred Stock and such class or series of Parity Preferred Stock shall in all cases bear to each other the same ratio that the liquidation preference per share on the Series B Preferred Stock and such class or series of Parity Preferred Stock bear to each other. Written notice of any distribution in connection with any such liquidation, dissolution or winding up of the affairs of the Corporation, stating the payment date or dates when, and the place or places where, the amounts distributable in such circumstances shall be payable, shall be given by first class mail, postage pre-paid, not less than 30 nor more than 60 days prior proportion to the payment date stated therein, to each record holder of the Series B Preferred Stock at the full respective addresses of such holders as the same shall appear on the stock transfer records of the Corporation. Subject to the last sentence of this Section 4, after payment of the full amount of the liquidation distributions preferential amounts to which they are entitled; and provided further, however, that if upon any Liquidation Event the holders of Series B Preferred Stock will have no right or claim to any of the remaining assets of the Corporation. The consolidation or merger of the Corporation with or into another entity, a merger of another entity with or into the Corporation, a statutory share exchange by the Corporation or a sale, lease, transfer or conveyance of all or substantially all of the Corporation’s property or business shall not be deemed to constitute a liquidation, dissolution or winding up of the affairs of the Corporation. In determining whether a distribution (other than upon voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation) by dividend, redemption or other acquisition of outstanding shares of stock of Convertible Stock would receive more than the Corporation or otherwise is permitted under Convertible Liquidation Preference Amount in the Maryland General Corporation Law, no effect shall be given to amounts that would be needed, if the Corporation event their shares 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 Stock immediately prior to such liquidation event ifLiquidation Event and such shares of Common Stock received a liquidating distribution or distributions from the Corporation (after giving effect to the preferential amounts payable to the holders of the Redeemable Preferred Stock), then each holder of Convertible Stock shall receive as a result of an actual conversion, distribution from the Corporation in connection with such holder would receive, in the aggregate, Liquidation Event an amount greater than equal to the amount that would be distributed paid if such holder's shares of Convertible Stock were converted into Common Stock immediately prior to such holder if such holder did not convert such shares Liquidation Event in lieu of Series B Preferred Stock into Common Shares.the

Liquidation Preference. Upon (a) In the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation, the holders of shares of Series B Preferred Stock are entitled to be paid out whether voluntary or involuntary, before any payment or distribution of the assets of the Corporation legally available for distribution (whether capital or surplus) shall be made to its stockholders, after payment of or provision set apart for the Corporation’s debts and holders of Common Stock or any other liabilities, a liquidation preference series or class or classes of $10.00 per share (subject to appropriate adjustment in stock of the event of any stock dividend, stock split, combination or other similar recapitalization with respect Corporation ranking junior 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 F Preferred Stock and the liquidation preference on the shares of any class upon liquidation, dissolution or series of Parity Preferred Stockwinding up, all assets distributed to the holders of the shares of Series B Preferred Stock and any class or series of Parity F Preferred Stock shall be distributed pro rata so that the amount of assets distributed entitled to receive $1,500.00 per share of (the "Liquidation Preference"); thereafter, such holders shall be entitled, with respect to their Series B F Preferred Stock and all dividends accrued and unpaid thereon to the date of final distribution to such class or series of Parity Preferred Stock shall in all cases bear holders, to each other the same ratio that the liquidation preference per share on an as if converted to Common Stock basis with the Series B Preferred holders of the shares of Common Stock and such class or series as provided in paragraph (b) of Parity Preferred Stock bear to each otherthis Section (4). Written notice of If, upon any distribution in connection with any such liquidation, dissolution or winding up of the affairs Corporation, the assets of the Corporation, stating or proceeds thereof, distributable among the payment date holders of the shares of Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock, Series E Preferred Stock, Series F Preferred Stock and any other shares of stock ranking, as to liquidation, dissolution or dates whenwinding up, and on a parity with the place or places where, the amounts distributable in such circumstances shall be payableSeries F Preferred Stock, shall be given by first class mailinsufficient to pay in full the liquidation preferences of all of such series and liquidating payments in respect thereof, postage pre-paidthen such assets, not less than 30 nor more than 60 days prior to or the payment date stated thereinproceeds thereof, to each record holder shall be distributed among the holders of the shares of Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock, Series E Preferred Stock, Series F Preferred Stock at and any such other stock ratably in accordance with the respective addresses amounts which would be payable with respect to the liquidation preferences of such holders as shares of Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock, Series E Preferred Stock, Series F Preferred Stock and any such other stock if all liquidation preferences payable thereon were paid in full. For the same shall appear on the stock transfer records of the Corporation. Subject to the last sentence purposes of this Section (4), after payment of the full amount of the liquidation distributions to which they are entitled, the holders of Series B Preferred Stock will have no right or claim to any of the remaining assets of the Corporation. The (i) a consolidation or merger of the Corporation with one or into another entitymore entities, (ii) a merger of another entity with sale or into the Corporation, a statutory share exchange by the Corporation or a sale, lease, transfer or conveyance of all or substantially all of the Corporation’s property 's assets or business (iii) a statutory share exchange shall not be deemed to constitute be a liquidation, dissolution or winding up, voluntary or involuntary; provided, however, that any subsequent distribution, liquidation, dissolution or winding up of the affairs of the Corporation. In determining whether a distribution Corporation shall remain subject to this Section (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 Shares4).

Liquidation Preference. Upon In the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the CorporationCompany, either voluntary or involuntary, the holders of shares the Series E Preferred Shares shall be entitled to receive, prior to any distribution to the holders of the Series D Preferred Shares, the holders of the Series C Preferred Shares, the holders of the Class B Preferred Stock are Shares, the holders of the Series A Preferred Shares, the holders of the Ordinary Shares or any other class or series of shares then outstanding, an amount per Series E Preferred Share that equals to (i) one hundred and twenty five percent (125%) of the applicable Series E Deemed Preferred Share Issue Price, plus (ii) all accrued or declared but unpaid dividends thereon (collectively, the “Series E Preferred Share Preference Amount”). After the full Series E Preferred Share Preference Amount on all outstanding Series E Preferred Shares has been paid, the holders of the Series D Preferred Shares shall be entitled to be paid out receive, prior to any distribution to the holders of the Series C Preferred Shares , the holders of the Class B Preferred Shares, the holders of the Series A Preferred Shares, the holders of the Ordinary Shares or any other class or series of shares then outstanding, an amount per Series D Preferred Share equals to (i) one hundred percent (100%) of the applicable Series D Deemed Preferred Share Issue Price, plus (ii) all accrued or declared but unpaid dividends thereon (collectively, the “Series D Preferred Share Preference Amount”). After the full Series D Preferred Share Preference Amount on all outstanding Series D Preferred Shares has been paid, the holders of the Series C Preferred Shares shall be entitled to receive, prior to any distribution to the holders of the Class B Preferred Shares, the holders of the Series A Preferred Shares, the holders of the Ordinary Shares or any other class or series of shares then outstanding, an amount per Series C Preferred Share equals to (i) one hundred percent (100%) of the applicable Series C Deemed Preferred Share Issue Price, plus (ii) all accrued or declared but unpaid dividends thereon (collectively, the “Series C Preferred Share Preference Amount”). After the full Series C Preferred Share Preference Amount on all outstanding Series C Preferred Shares has been paid, the holders of the Class B Preferred Shares shall be entitled to receive, prior to any distribution to the holders of the Series A Preferred Shares, the holders of the Ordinary Shares or any other class or series of shares then outstanding, an amount per Class B Preferred Share equals to (i) one hundred percent (100%) of the applicable Class B Deemed Preferred Share Issue Price, plus (ii) all accrued or declared but unpaid dividends thereon (collectively, the “Class B Preferred Share Preference Amount”). After the full Class B Preferred Share Preference Amount on all outstanding Class B Preferred Shares has been paid but prior to any distribution to the holders of the Ordinary Shares, the holders of the Series A Preferred Shares shall be entitled to receive an amount per Series A Preferred Share equals to (i) one hundred percent (100%) of the Series A Deemed Preferred Share Issue Price, plus (ii) all accrued or declared but unpaid dividends thereon (collectively, the “Series A Preferred Share Preference Amount”, together with the Class B Preferred Share Preference Amount, the Series C Preferred Share Preference Amount, the Series D Preferred Share Preference Amount and the Series E Preferred Share Preference Amount, the “Preferred Share Preference Amount”). After the full Preferred Share Preference Amount on all outstanding Preferred Shares has been paid, any remaining funds or assets of the Corporation Company legally available for distribution to its stockholdersshareholders shall be distributed on a pro rata, after pari passu basis among the holders of the Preferred Shares (on an as-converted basis), together with the holders of the Ordinary Shares. If the Company has insufficient assets to permit payment of or provision for the Corporation’s debts and other liabilitiesSeries E Preferred Share Preference Amount in full to all holders of Series E Preferred Shares, a liquidation preference then the assets of $10.00 the Company shall be distributed ratably to the holders of the Series E Preferred Shares in proportion to the full Series E Preferred Share Preference Amount each such holder of Series E Preferred Shares would otherwise be entitled to receive under this Section 5.1. If the Company has insufficient assets to permit payment of the Series D Preferred Share Preference Amount in full to all holders of Series D Preferred Shares, then the assets of the Company shall be distributed ratably to the holders of the Series D Preferred Shares in proportion to the full Series D Preferred Share Preference Amount each such holder of Series D Preferred Shares would otherwise be entitled to receive under this Section 5.1. If the Company has insufficient assets to permit payment of the Series C Preferred Share Preference Amount in full to all holders of Series C Preferred Shares, then the assets of the Company shall be distributed ratably to the holders of the Series C Preferred Shares in proportion to the full Series C Preferred Share Preference Amount each such holder of Series C Preferred Shares would otherwise be entitled to receive under this Section 5.1. If the Company has insufficient assets to permit payment of the Class B Preferred Share Preference Amount in full to all holders of Class B Preferred Shares, then the assets of the Company shall be distributed ratably to the holders of the Class B Preferred Shares in proportion to the full Class B Preferred Share Preference Amount each such holder of Class B Preferred Shares would otherwise be entitled to receive under this Section 5.1. If the Company has insufficient assets to permit payment of the Series A Preferred Share Preference Amount in full to all holders of Series A Preferred Shares, then the assets of the Company shall be distributed ratably to the holders of the Series A Preferred Shares in proportion to the full Series A Preferred Share Preference Amount each such holder of Series A Preferred Shares would otherwise be entitled to receive under this Section 5.1. For the purpose of this Agreement, the “Series E Deemed Preferred Share Issue Price” means US$2.33984442 per share for each Series E Preferred Share, as adjusted for share dividends, splits, combinations, recapitalizations or similar events and are otherwise provided herein; the “Series D Deemed Preferred Share Issue Price” means US$1.182455131 per share for each Series D Preferred Share, as adjusted for share dividends, splits, combinations, recapitalizations or similar events and are otherwise provided herein; the “Series C Deemed Preferred Share Issue Price” means US$0.568621807 per share for each Series C Preferred Share, as adjusted for share dividends, splits, combinations, recapitalizations or similar events and are otherwise provided herein; the “Class B Deemed Preferred Share Issue Price” means (subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization i) with respect to the Series B Preferred Stock)Shares, 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 US$0.1800 per share for distribution to stockholders are insufficient to pay in full the liquidation preference on the each Series B Preferred Stock Share, as adjusted for share dividends, splits, combinations, recapitalizations or similar events and the liquidation preference on the shares of any class or series of Parity Preferred Stock, all assets distributed to the holders of the Series B Preferred Stock are otherwise provided herein; and any class or series of Parity Preferred Stock shall be distributed pro rata so that the amount of assets distributed per share of Series B Preferred Stock and such class or series of Parity Preferred Stock shall in all cases bear to each other the same ratio that the liquidation preference per share on the Series B Preferred Stock and such class or series of Parity Preferred Stock bear to each other. Written notice of any distribution in connection with any such liquidation, dissolution or winding up of the affairs of the Corporation, stating the payment date or dates when, and the place or places where, the amounts distributable in such circumstances shall be payable, shall be given by first class mail, postage pre-paid, not less than 30 nor more than 60 days prior to the payment date stated therein, to each record holder of the Series B Preferred Stock at the respective addresses of such holders as the same shall appear on the stock transfer records of the Corporation. Subject to the last sentence of this Section 4, after payment of the full amount of the liquidation distributions to which they are entitled, the holders of Series B Preferred Stock will have no right or claim to any of the remaining assets of the Corporation. The consolidation or merger of the Corporation with or into another entity, a merger of another entity with or into the Corporation, a statutory share exchange by the Corporation or a sale, lease, transfer or conveyance of all or substantially all of the Corporation’s property or business shall not be deemed to constitute a liquidation, dissolution or winding up of the affairs of the Corporation. In determining whether a distribution (other than upon voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporationii) 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 liquidationthe Series B-1 Preferred Shares, dissolution or winding up of the affairs of the Corporation, US$0.314556745 per share for each such holder of shares of Series B B-1 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 ifShare, as a result of an actual conversionadjusted for share dividends, such holder would receivesplits, in combinations, recapitalizations or similar events and are otherwise provided herein (as the aggregatecase may be); the “Series A Deemed Preferred Share Issue Price” means US$0.0455 per share for each Series A Preferred Share, 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 Sharesas adjusted for share dividends, splits, combinations, recapitalizations or similar events and are otherwise provided herein.

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

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