Common use of Liquidation Preference Clause in Contracts

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

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

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

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

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

Liquidation Preference. a. In the event of (a) Upon any voluntary or involuntary liquidation, dissolution or winding up of this corporationthe Corporation, either 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 involuntaryinvoluntary liquidation, dissolution or winding up of the Corporation, junior to the Series A Preferred Stock, the holders of shares of Series A Preferred Stock 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 debts and other liabilities of the Corporation, a liquidation preference of $25,000 per share, plus an amount equal to any accrued and unpaid dividends (whether or not declared) up to, but excluding, the date of payment. In the event that, upon such voluntary or involuntary liquidation, dissolution or winding up, the available assets of the Corporation are insufficient to pay the full amount of the liquidating distributions on all outstanding shares of Series A Preferred Stock and Series B Preferred Stock shall be entitled to receive, prior and in preference to any distribution the corresponding amounts payable on all shares of any other classes or series of capital stock of the assets of this corporation Corporation ranking, as to liquidation rights, on parity with the holders of Common Stock by reason of their ownership thereof, an amount per share equal to the sum of (i) $2.00 for each outstanding share of Series A Preferred Stock, (subject to appropriate adjustments for stock splits, stock dividends, combinations or other recapitalizations and hereafter referred to as the "Original Series A Issue Price"), (ii) $4.43 for each outstanding share of Series B Preferred Stock (subject to appropriate adjustments for stock splits, stock dividends, combinations or other recapitalizations and hereafter referred to as the "Original Series B Issue Price"), and (iii) an amount equal to declared but unpaid dividends on such share of Series A Preferred Stock or Series B Preferred Stockin the distribution of assets, as applicable. If upon the occurrence of such event, the assets and funds thus distributed among then the holders of the Series A Preferred Stock and the Series B Preferred Stock shall be insufficient to permit the payment to such holders of the full aforesaid preferential amountsshares of each such other class or series of shares of capital stock ranking, thenas to rights upon any voluntary or involuntary liquidation, the entire assets and funds of the corporation legally available for distribution shall be distributed ratably among the holders of dissolution or winding up, on parity with the Series A Preferred Stock and the Series B Preferred Stock shall share ratably in any such distribution of assets in proportion to the aggregate liquidation preferences 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 respective seriesCorporation, stating the payment date or dates when, and ratably among the holders of that series place or places where, the amounts distributable in proportion such circumstances shall be payable, shall be given by first class mail, postage pre-paid, not fewer than 30 days or more than 60 days prior to the payment date stated therein, to each record holder of shares of Series A Preferred Stock at the respective addresses of such holders as the same shall appear on the stock transfer records of the Corporation. After payment of the full amount of such stock owned by each such holder. b. After the liquidating distributions described in subsection (a) above have been paidto which they are entitled, the remaining assets of the corporation available for distribution to stockholders shall be distributed among the holders of Series A Preferred StockStock will have no right or claim to any of the remaining assets of the Corporation. For purposes of liquidation rights, Series B Preferred Stock and Common Stock pro rata based on the number of shares of Common Stock held by each (assuming conversion of all such Series A Preferred Stock and Series B Preferred Stock). c. A consolidation or merger of this corporation the Corporation with or into any other corporation corporation, trust or corporationsentity, or a the voluntary sale, lease, transfer or conveyance or disposition of all or substantially all of the assets of this corporation property or the effectuation by the corporation of a transaction or series of related transactions in which more than 50% business of the voting power of the corporation is disposed of (excluding the issuance of shares of Series A Preferred Stock pursuant to the Series A Preferred Stock Purchase Agreement and the issuance of Series B Preferred Stock pursuant to the Series B Preferred Stock Purchase Agreement)Corporation, shall not be deemed to be constitute a liquidation, dissolution or winding up within of the meaning of this Section 2Corporation.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Liquidation Preference. a. In the event of any liquidation, dissolution or winding up of this the corporation, either whether voluntary or involuntary, the holders of Series A Preferred Stock and Series B shares of Preferred Stock shall be entitled to receive, on a pari passu basis and prior and in preference to any distribution of any of the assets or surplus funds of this the corporation to the holders of the Common Stock by reason of their ownership thereof, an amount per share equal to the sum of (i) $2.00 Original Issue Price for each outstanding share of Series A Preferred Stock, (subject to appropriate adjustments for stock splits, stock dividends, combinations or other recapitalizations and hereafter referred to as the "Original Series A Issue Price"), (ii) $4.43 for each outstanding share of Series B Preferred Stock (subject to appropriate adjustments for stock splitsthen held by such holder, stock dividends, combinations plus all accrued or other recapitalizations and hereafter referred to as the "Original Series B Issue Price"), and (iii) an amount equal to declared but unpaid dividends on each such share of Series A Preferred Stock or Series B Preferred Stock, as applicableshare. If upon the occurrence of such event, the assets and funds thus distributed among the holders of the Series A Preferred Stock and the Series B Preferred Stock shall be insufficient to permit the payment to such holders of the full aforesaid preferential amountsamount, then, then the entire assets and funds of the corporation legally available for distribution shall be distributed ratably among the holders of the Series A Preferred Stock and the Series B Preferred Stock in proportion to the aggregate liquidation preferences preferential amount each such holder is otherwise entitled to receive. b. After payment to the holders of the respective seriesPreferred Stock of the amounts set forth in Article 4(B)(2)(a) above, the entire remaining assets and funds of the corporation legally available for distribution, if any, shall be distributed ratably among the holders of that series in proportion to the amount of such stock owned by each such holderCommon Stock. b. After the distributions described in subsection (a) above c. Each holder of an outstanding share of Preferred Stock shall be deemed to have been paidconsented, the remaining assets for purposes of Section 160 of the General Corporation Law of the Delaware (and, if applicable, Sections 502, 503 and 506 of the California Corporations Code), to distributions made by this corporation available for distribution to stockholders shall be distributed among in connection with the holders of Series A Preferred Stock, Series B Preferred Stock and Common Stock pro rata based on the number repurchase of shares of Common Stock at a price per share no greater than cost issued to or held by each employees or consultants upon termination of their employment or services pursuant to agreements providing for the right of said repurchase between this corporation and such persons provided that such repurchases are effected in accordance with Section 6(a)(7) below. d. A sale, conveyance or disposition (assuming conversion in one or a series of related transactions) of all such Series A Preferred Stock and Series B Preferred Stock). c. A or substantially all of the assets of this corporation, a grant of an exclusive license or other transfer (in one or a series of related transactions) of all or substantially all of the corporation’s intellectual property or a consolidation or merger of this corporation with or into any other corporation entity or corporations, or a sale, conveyance or disposition of all or substantially all of the assets of this corporation or the effectuation by the corporation of a transaction or series of related transactions in which more than 50% of the voting power of the corporation is disposed of (excluding the issuance of shares of Series A Preferred Stock pursuant to the Series A Preferred Stock Purchase Agreement and the issuance of Series B Preferred Stock pursuant to the Series B Preferred Stock Purchase Agreement)entities, shall be deemed to be a liquidation, dissolution or winding up within the meaning of this Article (4)(B)(2); provided, however, that a consolidation or merger involving this corporation shall not be deemed to be a liquidation, dissolution or winding up within the meaning of this Article (4)(B)(2)(d) if following completion of the transaction, the holders of shares of this corporation immediately prior to the transaction own shares which represent at least a majority of the voting power of the surviving corporation. e. Whenever the distribution provided for in this Article 4(B)(2) shall be payable in securities or property other than cash, the value of such distribution shall be the fair market value of such securities or property. Any securities shall be valued as follows: (i) Freely traded securities: (A) If traded on a securities exchange or through the NASDAQ National Market, the value shall be based on the formula specified in the definitive agreements for the deemed liquidation transaction(s) or if no such formula exists, then the value of such securities shall be deemed to be the average of the closing prices of the securities on such exchange or system over the thirty (30) day period ending three (3) days prior to the closing; (B) If actively traded over-the-counter but not on the NASDAQ National Market, the value shall be based on the formula specified in the definitive agreements for the deemed liquidation transaction(s) or if no such formula exists, then the value of such securities shall be deemed to be the average of the closing bid or sale prices (whichever is applicable) over the thirty (30) day period ending three (3) days prior to the closing; and (C) If there is no active public market, the value shall be the fair market value thereof, as mutually determined by the corporation and the holders of at least a majority of the voting power of all then outstanding shares of Preferred Stock, voting together as a single class and on an as-converted to Common Stock basis. (ii) The method of valuation of securities subject to investment letter or other restrictions on free marketability (other than restrictions arising solely by virtue of a stockholder’s status as an affiliate or former affiliate) shall be to make an appropriate discount from the market value determined as above in (i)(A), (B) or (C) above to reflect the approximate fair market value thereof, as mutually determined by the corporation and the holders of at least a majority of the voting power of all then outstanding shares of Preferred Stock, voting together as a single class and on an as-converted to Common Stock basis. (iii) In the event the requirements of this Section 2 are not complied with, this corporation shall forthwith either: (A) cause such closing to be postponed until such time as the requirements of this Section 2 have been complied with; or (B) cancel such transaction, in which event the rights, preferences and privileges of the holders of the Preferred Stock shall revert to and be the same as such rights, preferences and privileges existing immediately prior to the date of the first notice referred to in Section 2(e)(iv) below. (iv) This corporation shall give each holder of record of Preferred Stock written notice of such impending transaction within ten (10) days after the Board of Directors approves such transaction or within ten (10) days after the commencement of any involuntary proceeding, whichever is earlier. Such written notice shall describe the material terms and conditions of the impending transaction and the provisions of this Section 2, and this corporation shall thereafter give such holders prompt notice of any material changes. The transaction shall in no event take place sooner than twenty (20) days after this corporation has given the first notice provided for herein or sooner than ten (10) days after this corporation has given notice of any material changes provided for herein; provided, however, that such periods may be shortened upon the written consent of the holders of the Preferred Stock that are entitled to such notice rights or similar notice rights and that represent a majority of the voting power of all such outstanding shares of Preferred Stock, voting together as a single class and on an as-converted to Common Stock basis.

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

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

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

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

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

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

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

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

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

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

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

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

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

Liquidation Preference. a. In (1) in the event of any liquidation, dissolution or winding up of this corporationany Group Company (other than a liquidation, dissolution or winding up of a Subsidiary that has been approved by the Shareholders as part of a restructuring for the benefit of the Company), either voluntary or involuntary, the holders of Series A Preferred Stock and the Series B Preferred Stock Shares shall be entitled to receive, prior and in preference to any distribution to other holders of any Preferred Shares and holders of the assets Ordinary Shares or any other class or series of this corporation to the holders of Common Stock by reason of their ownership thereofshares, an amount per share Series B Share equal to 100% of the sum of (i) $2.00 for each outstanding share of Series A Preferred Stock, (subject to appropriate adjustments for stock splits, stock dividends, combinations or other recapitalizations and hereafter referred to as the "Original Series A Issue Price"), (ii) $4.43 for each outstanding share of Series B Preferred Stock (subject to appropriate adjustments for stock splits, stock dividends, combinations or other recapitalizations and hereafter referred to as the "Original Series B Issue Price")Price (as adjusted for share dividends, and (iiisplits, combinations, recapitalizations or similar events) an amount equal to plus all accrued or declared but unpaid dividends on such share thereon (the “Series B Preference Amount”). After the full distribution of the Series B Preference Amount, holders of Series A1 Shares shall be entitled to receive, prior to any distribution to holders of Series A Preferred Stock Shares and holders of the Ordinary Shares or any other class or series of shares, an amount per Series A1 Share equal to 100% of the Series A1 Issue Price (as adjusted for share dividends, splits, combinations, recapitalizations or similar events) plus all accrued or declared but unpaid dividends thereon (the “Series A1 Preference Amount”). After the full distribution of the Series B Preferred StockPreference Amount and Series A1 Preference Amount, holders of Series A Shares shall be entitled to receive prior to any distribution to holders of the Ordinary Shares or any other class or series of shares, an amount per Series A Share equal to 100% of the Series A Issue Price (as applicable. If upon adjusted for share dividends, splits, combinations, recapitalizations or similar events) plus all accrued or declared but unpaid dividends thereon (the occurrence of such event“Series A Preference Amount”, and collectively with Series B Preference Amount and Series A1 Preference Amount, the “Preference Amount”). After the full liquidation Preference Amount on all outstanding Preferred Shares has been paid, any remaining funds or assets and funds thus of the Company legally available for distribution to Shareholders shall be distributed pro rata among the holders of the Series A Preferred Stock and the Series B Preferred Stock shall be insufficient to permit the payment to such holders of the full aforesaid preferential amounts, then, the entire assets and funds of the corporation legally available for distribution shall be distributed ratably among Shares (on an as-converted basis) together with the holders of the Ordinary Shares. If the Company has insufficient assets to permit payment of the Preference Amount in full to all holders of Preferred Shares, then the assets of the Company shall be distributed as follows: (A) the holders of Series A Preferred Stock and B Shares shall receive an amount equal to the applicable Series B Preference Amount that would be payable to such holders pursuant to paragraph 7.3(b)(1) in the circumstances set forth therein. If the value of the assets of the company is less than the Series B Preferred Stock in proportion to the aggregate liquidation preferences of the respective seriesPreference Amount, and ratably among the holders of that series in proportion to the amount of such stock owned by each such holder. b. After the distributions described in subsection (a) above have been paid, then the remaining assets of the corporation available for distribution to stockholders Company shall be distributed among pro rata amongst the holders of all outstanding Series B Shares; (B) after payment in accordance with paragraph 7.3(b)(1)(A) above, the holders of Series A-1 Shares shall receive an amount equal to the applicable Series A-1 Preference Amount that would be payable to such holders pursuant to paragraph 7.3(b)(1) in the circumstances set forth therein. If the value of the assets of the Company is less than the Series A-1 Preference Amount, then the remaining assets of the Company shall be distributed pro rata amongst the holders of all outstanding Series A-1 Shares; (C) after payment in accordance with paragraphs 7.3(b)(1)(A) and 7.3(b)(1)(B) above, the holders of Series A Preferred StockShares shall receive an amount equal to the applicable Series A Preference Amount that would be payable to such holders pursuant to paragraph 7.3(b)(1) in the circumstances set forth therein. If the value of the assets of the Company is less than the Series A Preference Amount, Series B Preferred Stock and Common Stock then the remaining assets of the Company shall be distributed pro rata amongst the holders of all outstanding Series A Shares; (D) the remainder (after payment in accordance with paragraphs 7.3(b)(1)(A), 7.3(b)(1)(B) and 7.3(b)(1)(C) above), if any, shall be distributed to the holders of Preferred Shares and Ordinary Shares, on a pro rata basis, based on the number of shares of Common Stock Ordinary Shares then held by each (assuming conversion of all such Series A Preferred Stock and Series B Preferred Stock)holder on an as-converted basis. c. A consolidation or merger of this corporation with or into any other corporation or corporations, or (2) Other than a sale, conveyance or disposition of all or substantially all of the assets of this corporation a Subsidiary or, a consolidation or the effectuation merger of a Subsidiary that has been approved by the corporation Shareholders as part of a transaction restructuring for the benefit of the Company in the event of (i) a sale, conveyance or series disposition of related transactions all or substantially all of the assets of any Group Company, or (ii) a consolidation or merger of any Group Company with or into any other company or companies in which more than 50% the Existing Shareholders of the Company, at the time immediately before such consolidation or merger takes place, do not retain a majority of the voting power in the surviving company, the Company shall, to the extent legally entitled to do so, distribute to its Shareholders the amount received on such sale, disposition or consolidation in either the same form of consideration received by the Company or in cash, as the Company may determine, whether such payment is in the form of a dividend or other legally permissible form (the “Compulsory Payment”). The Compulsory Payment will be distributed to the Shareholders of the corporation Company as follows: (A) to the holders of Series B Shares, an amount equal to the applicable Series B Preference Amount that would be payable to such holders pursuant to paragraph 7.3(b)(1) in the circumstances set forth therein (collectively, the “Series B Compulsory Payment Preference”). If the value of the Compulsory Payment is disposed less than the Series B Compulsory Payment Preference, then the Compulsory Payment shall be distributed pro rata amongst the holders of all outstanding Series B Shares; (excluding B) after payment in accordance with paragraph 7.3(b)(2)(A) above, to the issuance holders of shares Series A1 Shares, an amount equal to the applicable Series A1 Preference Amount that would be payable to such holders pursuant to paragraph 7.3(b)(1) in the circumstances set forth therein (collectively, the “Series A1 Compulsory Payment Preference”). After payment in accordance with paragraph 7.3(b)(2)(A) above, if the remaining value of the Compulsory Payment is less than the Series A1 Compulsory Payment Preference, then the remaining Compulsory Payment shall be distributed pro rata amongst the holders of all outstanding Series A1 Shares; (C) after payment in accordance with paragraphs 7.3(b)(2)(A) and 7.3(b)(2)(B) above, to the holders of Series A Preferred Stock Shares, an amount equal to the applicable Series A Preference Amount that would be payable to such holders pursuant to paragraph 7.3(b)(1) in the circumstances set forth therein (collectively, the “Series A Compulsory Payment Preference”). After payment in accordance with paragraphs 7.3(b)(2)(A) and 7.3(b)(2)(B) above, if the remaining value of the Compulsory Payment is less than the Series A Compulsory Payment Preference, then the remaining Compulsory Payment shall be distributed pro rata amongst the holders of all outstanding Series A Shares; (D) the remainder (after payment in accordance with paragraphs 7.3(b)(2)(A), 7.3(b)(2)(B) and 7.3(b)(2)(C) above), if any, to the holders of Preferred Stock Purchase Agreement Shares and Ordinary Shares on a pro rata basis, based on the issuance number of Series B Preferred Stock Ordinary Shares then held by each holder on an as-converted basis. (3) Notwithstanding any other provision of this paragraph 7.3(b), the Company may at any time, out of funds legally available therefor, repurchase Ordinary Shares of the Company issued to or held by employees, officers or consultants of the Company or its subsidiaries upon termination of their employment or services, or pursuant to any bona fide agreement providing for such right of repurchase, whether or not dividends on the Series B Preferred Stock Purchase Agreement), Shares shall be deemed have been declared. (4) In the event the Company proposes to be a distribute assets other than cash in connection with any liquidation, dissolution or winding up within of the meaning Company, the value of the assets to be distributed to the holder of Preferred Shares and Ordinary Shares shall be determined in good faith by the liquidator (or, in the case of any proposed distribution in connection with a transaction which is a deemed liquidation hereunder, by the Board, which decision shall include the affirmative vote of at least one (1) director appointed by Sequoia Capital China I, L.P.), and at least one (1) director appointed by holders of Series B Shares. Any securities not subject to investment letter or similar restrictions on free marketability shall be valued as follows: (i) If traded on a securities exchange, the value shall be deemed to be the average of the security’s closing prices on such exchange over the thirty (30) day ending one (1) day prior to the distribution; (ii) If actively traded over-the-counter, the value shall be deemed to be the average of the closing bid prices over the thirty (30) day period ending three (3) days prior to the distribution; and (iii) If there is no active public market, the value shall be the fair market value thereof as determined in good faith by the liquidator (or, in the case of any proposed distribution in connection with a transaction which is a deemed liquidation hereunder, by the Board). (5) The method of valuation of securities subject to restrictions on free marketability shall be adjusted to make an appropriate discount from the market value determined as above in clauses (i), (ii) or (iii) to reflect the fair market value thereof as determined in good faith by the liquidator (or, in the case of any proposed distribution in connection with a transaction which is a deemed liquidation hereunder, by the Board). The holders of at least a majority of the outstanding Preferred Shares shall have the right to challenge any determination by the liquidator or the Board, as the case may be, of fair market value pursuant to this Section 2paragraph 7.3(b), in which, case the determination of fair market value shall be made by an independent appraiser selected jointly by the liquidator or the Board, as the case may be, and the challenging parties, the cost of such appraisal to be borne equally by the challenging parties and the Company.

Liquidation Preference. a. (i). In the event of any voluntary or involuntary liquidation, dissolution or winding up of this corporation, either voluntary or involuntarythe Corporation, the holders of Series A Preferred Stock and Series B Preferred Stock shall be entitled to receive, prior and in preference to any distribution of any of the assets of this corporation to the holders of Common Stock by reason of their ownership thereof, an amount per share equal to the sum of (i) $2.00 for each outstanding share of Series A Preferred Stock, (subject to appropriate adjustments for stock splits, stock dividends, combinations or other recapitalizations and hereafter referred to as the "Original Series A Issue Price"), (ii) $4.43 for each outstanding share of Series B Preferred Stock (subject to appropriate adjustments for stock splits, stock dividends, combinations or other recapitalizations and hereafter referred to as the "Original Series B Issue Price"), and (iii) an amount equal to declared but unpaid dividends on such share of Series A Preferred Stock or Series B Preferred Stock, as applicable. If upon the occurrence of such event, the assets and funds thus distributed among the holders of the Series A Preferred Stock and the Series B Preferred Stock shall be insufficient to permit the payment to such holders of the full aforesaid preferential amounts, then, the entire assets and funds of the corporation legally available for distribution shall be distributed ratably among the holders of the Series A Preferred Stock and the Series B Preferred Stock in proportion to the aggregate liquidation preferences of the respective series, and ratably among the holders of that series in proportion to the amount of such stock owned by each such holder. b. After the distributions described in subsection (a) above have been paid, the remaining assets of the corporation available for distribution to stockholders shall be distributed among the holders of Series A Preferred Stock, Series B Preferred Stock and Common Stock pro rata based on the number of shares of Common Stock held by each (assuming conversion of all such Series A Preferred Stock and Series B Preferred Stock). c. A consolidation or merger of this corporation with or into any other corporation or corporations, or a sale, conveyance or disposition of all or substantially all of the assets of this corporation or the effectuation by the corporation of a transaction or series of related transactions in which more than 50% of the voting power of the corporation is disposed of (excluding the issuance of shares of Series A Preferred Stock pursuant then outstanding shall be entitled to be paid out of the assets of the Corporation available for distribution to its shareholders, after and subject to the payment in full of all amounts required to be distributed to the holders of any class or series of stock of the Corporation ranking on liquidation prior and in preference to the Series A Preferred Stock, but before any payment shall be made to the holders of Common Stock or any other Junior Shares, an amount equal to $1 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 affecting such shares). If upon any such liquidation, dissolution or winding up of the Corporation, the remaining assets of the Corporation available for distribution to its shareholders 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 other class or series 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 of the shares held by them upon such distribution if all amounts payable on or with respect to such shares were paid in full. The Common Stock shall constitute Junior Shares hereunder. (ii). After the payment of all preferential amounts required to be paid to the holders of any class or series of stock of the Corporation ranking on liquidation prior and in preference to the Series A Preferred Stock Purchase Agreement and any other class or series of stock of the issuance of Series B Preferred Stock pursuant to Corporation ranking on liquidation on a parity with the Series B A Preferred Stock Purchase Agreement)Stock, shall be deemed to be a liquidationupon the dissolution, dissolution liquidation or winding up within of the meaning Corporation, the holders of this Section 2shares of Common Stock or any other Junior Shares then outstanding shall be entitled to receive the remaining assets and funds of the Corporation available for distribution to its shareholders. 8 (g).

Liquidation Preference. a. (a) In the event of any liquidation, dissolution or winding up of this corporationCorporation, either voluntary or involuntary, subject to the rights of series of Preferred Stock which may from time to time come into existence, the holders of Series A Preferred Stock and Series B Preferred Stock shall be entitled to receive, prior and in preference to any distribution of any of the assets of this corporation Corporation to the holders of Series A Preferred Stock or Common Stock by reason of their ownership thereof, an amount per share equal to the sum of (i) $2.00 for each outstanding share of Series A Preferred Stock, (subject to appropriate adjustments for stock splits, stock dividends, combinations or other recapitalizations and hereafter referred to as the "Original Series A Issue Price"), (ii) $4.43 3.20511 for each outstanding share of Series B Preferred Stock (subject to appropriate adjustments for stock splits, stock dividends, combinations or other recapitalizations and hereafter referred to as the "Original Series B Issue Price"), ) and (iiiii) an amount equal to declared but unpaid dividends on such share eight percent (8%) compounded per annum calculated from the date of Series A Preferred Stock or the initial issuance and sale of shares of Series B Preferred StockStock through the effective date of the liquidation, as applicabledissolution or winding up of this Corporation. If upon the occurrence of such event, the assets and funds thus distributed among the holders of the Series A Preferred Stock and the Series B Preferred Stock shall be insufficient to permit the payment to such holders of the full aforesaid preferential amountsamount, then, then the entire assets and funds of the corporation Corporation legally available for distribution shall be distributed ratably among the holders of the Series A Preferred Stock and the Series B Preferred Stock in proportion to the aggregate liquidation preferences of the respective series, and ratably among the holders of that series in proportion to the amount of such stock owned by each such holder. b. After (b) Upon the distributions described in subsection completion of the distribution required by subparagraph (a) above have been paidof this Section 2, the remaining if assets of the corporation available for distribution to stockholders shall be distributed among remain in this Corporation the holders of Series A Preferred Stock, Stock and Common Stock shall receive all of the remaining assets of this Corporation. The entire assets and funds of the Corporation legally available for distribution (after giving effect to the distribution referred to in Section 2(a) hereof) shall be distributed ratably among the holders of the Series B A Preferred Stock and Common Stock pro rata based on in proportion to the number amount of shares of Common Stock held such stock owned by each such holder (assuming conversion of all such Series A Preferred Stock and Series B Preferred Stockdetermined on an as-converted basis). c. (c) A consolidation or merger of this corporation Corporation with or into any other corporation or corporations, or a sale, conveyance or disposition of all or substantially all of the assets of this corporation Corporation or the effectuation by the corporation Corporation of a transaction or series of related transactions in which more than 50% of the voting power of the corporation Corporation is disposed of (excluding the issuance of up to 1,092,026 shares of Series A Preferred Stock pursuant to the Series A Preferred Stock Purchase Agreement and the issuance of Series B Preferred Stock pursuant to the Series B Preferred Stock Purchase AgreementStock), shall be deemed to be a liquidation, dissolution or winding up within the meaning of this Section 2. The amount being distributed to the holders of capital stock upon any such merger or consolidation shall be the cash or the value of the property, rights or securities distributed to such holders by the acquiring person, firm or other entity. The value of such property, rights or other securities shall be determined in good faith by the Board of Directors of the Corporation.

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

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

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

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

Liquidation Preference. a. 1. In the event of a voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Company, the holders of shares of the Series C Preferred Shares then outstanding shall be entitled to receive, out of the assets of the Company, $10.00 per share (the "Liquidation Preference") plus an amount per share equal to all accrued and unpaid dividends thereon, if any, up to the date of liquidation, dissolution or winding up of the affairs of the Company, before any distribution or payment is made on the Common Shares of Beneficial Interest of the Company or any other class of Junior Securities. If upon any liquidation, dissolution or winding up of this corporationthe affairs of the Company, either voluntary or involuntary, the assets distributable among the holders of Series A C Preferred Stock Shares and Series B Preferred Stock shall be entitled to receive, prior all other classes and in preference series of shares of beneficial interest which by their terms rank (as to any such distribution of any of the assets of this corporation to the holders of Common Stock by reason of their ownership thereof, an amount per share equal to the sum of (iassets) $2.00 for each outstanding share of Series A Preferred Stock, (subject to appropriate adjustments for stock splits, stock dividends, combinations or other recapitalizations and hereafter referred to as the "Original Series A Issue Price"), (ii) $4.43 for each outstanding share of Series B Preferred Stock (subject to appropriate adjustments for stock splits, stock dividends, combinations or other recapitalizations and hereafter referred to as the "Original Series B Issue Price"), and (iii) an amount equal to declared but unpaid dividends on such share of Series A Preferred Stock or Series B Preferred Stock, as applicable. If upon the occurrence of such event, the assets and funds thus distributed among the holders of a parity with the Series A C Preferred Stock and the Series B Preferred Stock shall be Shares are insufficient to permit the payment in full to such the holders of the full aforesaid all such shares of all preferential amountsamounts payable to all such holders, then, then the entire assets and funds of the corporation legally available for distribution Company thus distributable shall be distributed ratably among the holders of Series C Preferred Shares and such other classes and series of shares of beneficial interest which by their terms rank (as to any such distribution of assets) on a parity with the Series A C Preferred Stock and the Series B Preferred Stock Shares in proportion to the aggregate liquidation preferences of the respective series, and ratably among the holders of amounts that series would be payable per share if such assets were sufficient to permit payment in proportion to the amount of such stock owned by each such holderfull. b. After 2. Neither the distributions described in subsection sale, lease or exchange (a) above have been paidfor cash, the remaining assets of the corporation available for distribution to stockholders shall be distributed among the holders of Series A Preferred Stock, Series B Preferred Stock and Common Stock pro rata based on the number of shares of Common Stock held by each (assuming conversion of all such Series A Preferred Stock and Series B Preferred Stock). c. A consolidation stock, securities or merger of this corporation with or into any other corporation or corporations, or a sale, conveyance or disposition consideration) of all or substantially all of the property and assets of this corporation the Company, nor the merger or the effectuation by the corporation of a transaction or series of related transactions in which more than 50% consolidation of the voting power Company into or with any corporation, nor the merger of any corporation with or into the corporation is disposed of (excluding the issuance of shares of Series A Preferred Stock pursuant to the Series A Preferred Stock Purchase Agreement and the issuance of Series B Preferred Stock pursuant to the Series B Preferred Stock Purchase Agreement)Company, shall be deemed to be a dissolution, liquidation or winding up of the affairs of the Company within the meaning of this Paragraph (C), unless such sale, lease or conveyance shall be in connection with a plan of liquidation, dissolution or winding up within of the meaning affairs of this Section 2the Company. 3. Upon issuance, the Series C Preferred Shares will rank on a parity with the Series A Preferred Shares and the Series B Preferred Shares as to the distribution of assets upon any liquidation, dissolution or winding up of the affairs of the Company.

Liquidation Preference. a. In the event of any voluntary or involuntary liquidation, dissolution or winding up of this corporation, either voluntary or involuntarythe Corporation, the holders of Series A Preferred Stock and Series B Preferred Stock shall Holders will be entitled to receive, prior and in preference to any distribution of any the assets or surplus funds of the assets of this corporation Corporation to the holders of any Common Stock and any other stock of the Corporation ranking in liquidation junior to the Series A Preferred Stock, by reason of their the ownership thereof, an amount per share (the “Series A Preferential Amount”) equal to the fixed sum of (i) $2.00 for each outstanding 0.001 per share of Series A Preferred Stock. If, (subject to appropriate adjustments for stock splits, stock dividends, combinations or other recapitalizations and hereafter referred to as the "Original Series A Issue Price"), (ii) $4.43 for each outstanding share of Series B Preferred Stock (subject to appropriate adjustments for stock splits, stock dividends, combinations or other recapitalizations and hereafter referred to as the "Original Series B Issue Price"), and (iii) an amount equal to declared but unpaid dividends on such share of Series A Preferred Stock or Series B Preferred Stock, as applicable. If upon the occurrence of such an event, the assets and funds thus distributed distributable among the holders of the Series A Preferred Stock and the Series B Preferred Stock shall be insufficient to permit the payment to such holders of the full aforesaid preferential amountsSeries A Preferential Amount, then, then the entire assets and funds of the corporation Corporation legally available for distribution shall be distributed ratably among to the holders of the Series A Preferred Stock and shall be distributed ratably among such holders in accordance with the respective amounts which would be payable on such shares if all amounts payable thereon were paid in full. After the payment or setting apart of the full Series A Preferential Amount required to be paid to the Series B Preferred Stock in proportion A Holders, the Series A Holders shall be entitled to the aggregate liquidation preferences of the respective series, and ratably among receive on a pari passu basis with the holders of that series the shares of Common Stock and any other stock of the Corporation ranking in proportion liquidation junior to the amount of such stock owned by each such holder. b. After the distributions described in subsection (a) above have been paid, the remaining assets of the corporation available for distribution to stockholders shall be distributed among the holders of Series A Preferred Stock, Series B Preferred Stock and Common Stock pro rata based on upon the number of shares of Common Stock held by each (assuming conversion of all such Series A Preferred Stock and Series B Preferred Stock). c. A consolidation or merger of this corporation with or into any other corporation or corporations, or a sale, conveyance or disposition of all or substantially all of the assets of this corporation or the effectuation by the corporation of a transaction or series of related transactions in which more than 50% of the voting power of the corporation is disposed of (excluding the issuance of shares of Series A Preferred Stock pursuant to the Series A Preferred Stock Purchase Agreement and is convertible, all remaining assets or surplus funds of the issuance Corporation. Neither the merger or consolidation of Series B Preferred Stock pursuant to the Series B Preferred Stock Purchase Agreement)Corporation, nor the sale, lease or conveyance of all or part of its assets, shall be deemed to be a liquidation, dissolution or winding up of the affairs of the Corporation, either voluntarily or involuntarily, within the meaning of this Section 2section.

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

Liquidation Preference. a. In the event of (a) Upon any voluntary or involuntary liquidation, dissolution or winding up of this corporationthe Corporation, either the holders of all shares of Series A Preferred Stock then outstanding shall be entitled to be paid out of the assets of the Corporation available for distribution to its stockholders an amount in cash equal to $100.00 in cash (or, in a deemed liquidation pursuant to paragraph (b) below, in securities valued as set forth below) per share, plus an amount equal to full cumulative dividends (whether or not earned or declared) accrued and unpaid thereon, including Additional Dividends, to the date of final distribution and no more, before any distribution is made on any Series A Junior Securities. If upon any voluntary or involuntaryinvoluntary liquidation, dissolution or winding up of the Corporation, the application of all amounts available for payments with respect to Series A Preferred Stock and all other Series A Parity Securities would not result in payment in full of Series A Preferred Stock and such other Series A Parity Securities, the holders of Series A Preferred Stock and holders of Series B Preferred Stock A Parity Securities shall be entitled to receive, prior share equally and ratably in preference to any distribution of any assets of the assets of this corporation to the holders of Common Stock by reason of their ownership thereof, an amount per share equal to the sum of (i) $2.00 for each outstanding share of Series A Preferred Stock, (subject to appropriate adjustments for stock splits, stock dividends, combinations or other recapitalizations and hereafter referred to as the "Original Series A Issue Price"), (ii) $4.43 for each outstanding share of Series B Preferred Stock (subject to appropriate adjustments for stock splits, stock dividends, combinations or other recapitalizations and hereafter referred to as the "Original Series B Issue Price"), and (iii) an amount equal to declared but unpaid dividends on such share of Series A Preferred Stock or Series B Preferred Stock, as applicable. If upon the occurrence of such event, the assets and funds thus distributed among the holders of the Series A Preferred Stock and the Series B Preferred Stock shall be insufficient to permit the payment to such holders of the full aforesaid preferential amounts, then, the entire assets and funds of the corporation legally available for distribution shall be distributed ratably among the holders of the Series A Preferred Stock and the Series B Preferred Stock Corporation in proportion to the aggregate full liquidation preferences of the respective seriespreference to which each is entitled. After payment in full pursuant to this paragraph A(4)(a), and ratably among the holders of that series in proportion to the amount of such stock owned by each such holder. b. After the distributions described in subsection (a) above have been paid, the remaining assets of the corporation available for distribution to stockholders shall be distributed among the holders of Series A Preferred StockStock shall not be entitled to any further participation in any distribution in the event of liquidation, Series B Preferred Stock and Common Stock pro rata based on dissolution or winding up of the number affairs of shares of Common Stock held by each (assuming conversion of all such Series A Preferred Stock and Series B Preferred Stock)the Corporation. c. (b) A consolidation or merger of this corporation the Corporation with or into any other corporation or corporations, or a sale, conveyance or disposition of all or substantially all of the assets of this corporation the Corporation or the effectuation by the corporation of a transaction or series of related transactions in which more than 50% of the voting power of the corporation Corporation is sold or otherwise disposed of (excluding the issuance of shares other than pursuant to a sale or other disposal solely of Series A Preferred Stock pursuant to (or common stock of the Corporation issued on conversion of Series A Preferred Stock Purchase Agreement and Stock) consummated by the issuance holders of Series B A Preferred Stock pursuant to the Series B Preferred Stock Purchase AgreementStock), shall each be deemed to be a liquidation, dissolution or winding up within the meaning of this Section 2paragraph A(4)(a) above. Any securities to be delivered to the holders of Series A Preferred Stock pursuant to such events shall be valued as follows: (i) securities not subject to restrictions on sale: (A) If traded on a securities exchange or a national intedealer quotation system, the value shall be deemed to be the average of the closing prices of the securities on such exchange over the 10 day period ending three days prior to the closing; (B) If actively traded over-the-counter, the value shall be deemed to be the average of the closing bid prices over the 10 day period ending three days prior to the closing; and (C) If there is no active public market, the value as determined in good faith jointly by the Board of Directors and the holders of a majority of the shares of Series A Preferred Stock. (ii) securities subject to restrictions on transfer shall be valued at an appropriate discount from the market value determined as set forth above to reflect the fair market value thereof, as determined jointly by the Board of Directors and the holders of a majority of the shares of Series A Preferred Stock.

Liquidation Preference. a. In the event of any voluntary or involuntary liquidation, dissolution dissolution, or winding winding-up of this corporationthe Corporation, either voluntary or involuntaryif 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 Corporation 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 Series A shares of Convertible Preferred Stock and Series B Preferred Stock ("Holders") shall be entitled to receive, prior in preference to the Holders of shares of any series or class of preferred stock created after the date hereof and in preference to any distribution of any the Holders of the Common Stock out of the remaining assets of this corporation the Corporation available for distribution to the holders of Common Stock by reason of their ownership thereofits stockholders, an amount per share of Convertible Preferred Stock equal to the sum greater of (i) $2.00 for each outstanding 1.50 per share of Series A Preferred Stock, (subject to adjustment as appropriate adjustments for in the event of recapitalizations, reclassifications stock splits, stock dividends, combinations or other recapitalizations divisions of shares and hereafter referred to as the "Original Series A Issue Price"similar events), plus all accrued, accumulated and unpaid dividends and distributions thereon, (ii) $4.43 for each outstanding such amount per share of Series B Convertible Preferred Stock (subject as would have been payable had each such share been tendered by the Holder for conversion into Common Stock immediately prior to appropriate adjustments for stock splits, stock dividends, combinations or other recapitalizations and hereafter referred to as the "Original Series B Issue Price"), such Liquidating Event and (iii) an if the Liquidating Event is a Reorganization Event (as defined herein), such amount equal per share as is payable pursuant to declared but unpaid dividends on such share Section 8 hereof. If the assets of Series A the Corporation are insufficient to pay the entire liquidation amounts payable to the Holders of the Convertible Preferred Stock or Series B as aforesaid, then the Corporation shall distribute such assets to the Holders of the Convertible Preferred Stock, Stock on a pro rata basis. After payment in full of the liquidation amounts payable to the Holders of the Convertible Preferred Stock as applicable. If upon the occurrence of such eventaforesaid, the Corporation shall distribute any remaining assets and funds thus distributed among to the holders Holders of the Series A Preferred Stock and the Series B Preferred Stock shall be insufficient to permit the payment to such holders of the full aforesaid preferential amounts, then, the entire assets and funds of the corporation legally available for distribution shall be distributed ratably among the holders of the Series A Preferred Stock and the Series B Preferred Common Stock in proportion to the aggregate liquidation preferences of the respective series, and ratably among the holders of that series in proportion to the amount of such stock owned by each such holder. b. After the distributions described in subsection (a) above have been paid, the remaining assets of the corporation available for distribution to stockholders shall be distributed among the holders of Series A Preferred Stock, Series B Preferred Stock and Common Stock pro rata based on the number of shares of Common Stock held by each (assuming conversion of all such Series A Preferred Stock and Series B Preferred Stock)them. c. A consolidation or merger of this corporation with or into any other corporation or corporations, or a sale, conveyance or disposition of all or substantially all of the assets of this corporation or the effectuation by the corporation of a transaction or series of related transactions in which more than 50% of the voting power of the corporation is disposed of (excluding the issuance of shares of Series A Preferred Stock pursuant to the Series A Preferred Stock Purchase Agreement and the issuance of Series B Preferred Stock pursuant to the Series B Preferred Stock Purchase Agreement), shall be deemed to be a liquidation, dissolution or winding up within the meaning of this Section 2.

Liquidation Preference. a. (a) In the event of any liquidation, dissolution or winding up of this corporationCorporation, either voluntary or involuntary, the holders of Series A Preferred Stock and Series B Preferred Stock shall be entitled to receive, prior and in preference to any distribution of any of the assets of this corporation Corporation to the holders of Common Stock or any other junior equity security by reason of their ownership thereof, thereof an amount per for each share of Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock and Series E Preferred Stock, respectively, held by such holder equal to the sum of (i) $2.00 1.00 for each such outstanding share of Series A Preferred Stock, Stock (subject to appropriate adjustments for stock splits, stock dividends, combinations or other recapitalizations and hereafter referred to as the "Original Series A Issue Price"), (ii) $4.43 1.10 for each such outstanding share of Series B Preferred Stock (subject to appropriate adjustments for stock splits, stock dividends, combinations or other recapitalizations and hereafter referred to as the "Original Series B Issue Price"), and (iii) $1.25 for each such outstanding share of Series C Preferred Stock (the "Original Series C Issue Price"), (iv) $2.3073 for each outstanding share of Series D Preferred Stock (the "Original Series D Issue Price"), (v) $3.036 for each outstanding share of Series E Preferred Stock (the "Original Series E Issue Price") and (vi) in each case, an amount equal to all declared but unpaid dividends on each such share of Series A Preferred Stock or Series B Preferred Stock, as applicableshare. If upon the occurrence of such event, an event the assets and funds thus distributed among the holders of the Series A Preferred Stock and the Series B Preferred Stock shall be insufficient to permit the payment to such holders of the full aforesaid preferential amounts, then, then the entire assets and funds of the corporation this Corporation legally available for distribution shall be distributed, ratably among the holders of the Preferred Stock in proportion to the product of the liquidation preference of each such share and the number of such shares owned by each such holder. (b) Upon the completion of the distribution required by subsection 3(a) above, if assets remain in the Corporation, the holders of the Common Stock shall receive an amount equal to $.21 per share (adjusted to reflect any subsequent stock splits, stock dividends, or other recapitalizations) for each share of Common Stock held by them. If, upon the occurrence of such event, the assets and funds thus distributed among the holders of the Common Stock shall be insufficient to permit payment to such holders of the full aforesaid preferential amounts, then the entire assets and funds of this Corporation legally available for distribution (after giving effect to the distribution referred to in Section 3(a) hereof) shall be distributed ratably among the holders of the Series A Preferred Common Stock and the Series B Preferred Stock in proportion to the aggregate liquidation preferences of the respective series, and ratably among the holders of that series in proportion to the amount of such stock owned by each such holder. b. (c) After the distributions described in subsection subsections 3(a) and (ab) above have been paid, the remaining assets of the corporation this Corporation available for distribution to stockholders shall be distributed among the holders of Series A Preferred Stock, Series B Preferred Stock and Common Stock pro rata based on the number of shares of Common Stock held by each (assuming conversion of all such Series A Preferred Stock and Series B Preferred Stock). c. A consolidation or merger of this corporation with or into any other corporation or corporations, or a sale, conveyance or disposition of all or substantially all of the assets of this corporation or the effectuation by the corporation of a transaction or series of related transactions in which more than 50% of the voting power of the corporation is disposed of (excluding the issuance of shares of Series A Preferred Stock pursuant to the Series A Preferred Stock Purchase Agreement and the issuance of Series B Preferred Stock pursuant to the Series B Preferred Stock Purchase Agreement), shall be deemed to be a liquidation, dissolution or winding up within the meaning of this Section 2.

Liquidation Preference. a. In the event of any liquidation, dissolution or winding up of this corporationthe Corporation, either whether voluntary or involuntary, the holders of Series A Preferred Stock and Series B the Preferred Stock shall be entitled to receive, prior and in preference to any distribution of any of the assets or surplus funds of this corporation the Corporation to the holders of the Common Stock by reason of their ownership thereof, an the amount of $5.00 per share equal to the sum of Preferred Stock (i) $2.00 as adjusted for each outstanding share of Series A Preferred Stock, (subject to appropriate adjustments for stock splits, any stock dividends, combinations or other recapitalizations and hereafter referred splits with respect to as the "Original Series A Issue Price"), (iisuch shares) $4.43 for each outstanding share of Series B Preferred Stock (subject to appropriate adjustments for stock splits, stock dividends, combinations or other recapitalizations and hereafter referred to as the "Original Series B Issue Price"), and (iii) an amount equal to declared plus all accrued but unpaid dividends on such share for each share of Series A Preferred Stock or Series B Preferred Stock, as applicablethen held by such holder. If upon the occurrence of such event, the assets and funds thus distributed among the holders of the Series A Preferred Stock and the Series B Preferred Stock shall be insufficient to permit the payment to such holders of the full aforesaid preferential amountsamount, then, then the entire assets and funds of the corporation Corporation legally available for distribution shall be distributed ratably among the holders of the Series A Preferred Stock on a pro rata basis. b. After payment to the holders of the Preferred Stock of the amounts set forth in Section 4(a) above, the entire remaining assets and funds of the Corporation legally available for distribution, if any, shall be distributed to the holders of Common Stock and the Series B Preferred Stock in proportion to the aggregate liquidation preferences of the respective series, and ratably among the holders of that series in proportion to the amount of such stock owned by each such holder. b. After the distributions described in subsection (a) above have been paid, the remaining assets of the corporation available for distribution to stockholders shall be distributed among the holders of Series A Preferred Stock, Series B Preferred Stock and Common Stock pro rata based on the number of shares of Common Stock then held by each (assuming them and the shares of Common Stock which they then have the right to acquire upon conversion of all such Series A the shares of Preferred Stock and Series B Preferred Stock)then held by them. c. A consolidation or merger For purposes of this corporation with Section 4, (i) any acquisition of the Corporation by means of merger or into any other form of corporate reorganization in which outstanding shares of the Corporation are exchanged for securities or other consideration issued, or caused to be issued, by the acquiring corporation or corporations, its subsidiary (other than a transaction in which the stockholders of the Corporation immediately prior to such event own a majority of the outstanding shares of the surviving corporation) or (ii) a sale, conveyance or disposition sale of all or substantially all of the assets of this corporation the Corporation or the effectuation by the corporation of a (iii) any other transaction or series of related transactions by the Corporation in which more than 50% the stockholders of the voting power Corporation immediately prior to such transaction or series of transactions do not own a majority of the corporation is disposed of (excluding the issuance of outstanding shares of Series A Preferred Stock pursuant to the Series A Preferred Stock Purchase Agreement and the issuance Corporation immediately following such transaction or series of Series B Preferred Stock pursuant to the Series B Preferred Stock Purchase Agreement), transactions shall be deemed to be treated as a liquidation, dissolution or winding up within of the meaning Corporation and shall entitle the holders of Preferred Stock to receive at the closing in cash, securities or other property (valued as provided in Section 4(d) below) the amount as specified in Sections 4(a) and 4(b) above. d. Whenever the distribution provided for in this Section 2.4 shall be payable in securities or property other than cash, the value of such distribution shall be as follows: (i) Securities not subject to investment letter or other similar restrictions on free marketability: (A) If traded on a securities exchange, the value shall be deemed to be the average of the closing prices of the securities on such exchange over the 30-day period ending three (3) days prior to the closing; (B) If actively traded over-the-counter, the value shall be deemed to be the average of the closing bid or sale prices (whichever are applicable) over the 30-day period ending three (3) days prior to the closing; and

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

Liquidation Preference. a. In the event of any a liquidation, dissolution or winding up of this corporationthe Company, either whether voluntary or involuntary, the holders of Series A Preferred Stock and Series B Preferred Stock shall be entitled to receive, prior and in preference to any distribution of any of the assets of this corporation to the holders of Common Stock by reason of their ownership thereof, an amount per share equal to the sum of involuntary (i) $2.00 for each outstanding share of Series A Preferred Stock, (subject to appropriate adjustments for stock splits, stock dividends, combinations or other recapitalizations and hereafter referred to as the a "Original Series A Issue PriceLiquidation"), (ii) $4.43 for each outstanding share of Series B Preferred Stock (subject to appropriate adjustments for stock splits, stock dividends, combinations or other recapitalizations and hereafter referred to as the "Original Series B Issue Price"), and (iii) an amount equal to declared but unpaid dividends on such share of Series A Preferred Stock or Series B Preferred Stock, as applicable. If upon the occurrence of such event, the assets and funds thus distributed among the holders of the Series A C Preferred Stock 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 B C Preferred Stock. If upon any Liquidation the assets available for distribution to the holders of the Series C Preferred Stock shall be are insufficient to permit the payment to such holders of the full aforesaid preferential amounts, then, the entire assets and funds of the corporation legally available for distribution shall be distributed ratably among the holders of the Series A C Preferred Stock and the Series B Preferred Stock in proportion to the aggregate liquidation preferences of the respective series, and ratably among the holders of that series in proportion to the amount of such stock owned by each such holder. b. After the distributions full preferential amounts described in subsection (a) above have been paidthis paragraph, then all the remaining available assets of the corporation available for distribution to stockholders shall be distributed among the holders of the then outstanding shares of Series A C Preferred Stock, Series B Preferred Stock and Common Stock pro rata based on according to the number of the then outstanding shares of Common Series C Preferred Stock held by each holder thereof. A Corporate Transaction (assuming conversion of all such Series A Preferred Stock and Series B Preferred Stock). c. A consolidation or merger of this corporation with or into any other corporation or corporations, or a sale, conveyance or disposition of all or substantially all as defined below) of the assets Company (other than an Excluded Corporation Transaction (as defined below)) shall, at the election of this corporation or the effectuation by the corporation holders of a transaction or series of related transactions in which more than 50% majority of the voting power of the corporation is disposed of (excluding the issuance of shares of Series A C Preferred Stock pursuant outstanding at the time and as a condition precedent to the Series A Preferred Stock Purchase Agreement and consummation of the issuance of Series B Preferred Stock pursuant to the Series B Preferred Stock Purchase Agreement)Corporate Transaction, shall be deemed to be constitute a liquidation, dissolution or winding up within the meaning Liquidation for purposes of this Section 23, with the result that the Company shall be required to redeem the Series C Preferred Stock outstanding prior to the consummation of the Corporate Transaction applying the redemption procedures set forth in Section 4 below as if it were a mandatory redemption on the date of such Corporate Transaction.

Liquidation Preference. a. (a) In the event of any liquidation, dissolution or winding up of this corporation, either voluntary or involuntary, subject to the rights of the Senior Preferred Stock and the rights of series of Preferred Stock that may from time to time come into existence in accordance with and subject to the terms hereof, including, without limitation, Section 8(b) hereof, the holders of Series A Preferred Stock and Series B Preferred Stock shall be entitled to receivereceive after any distribution with respect to Senior Preferred Stock and, prior and in preference to any distribution of any of the assets of this corporation to the holders of Common Stock any Junior Securities by reason of their ownership thereof, an amount per share (the "Liquidation Preference") equal to the sum of (i) [$2.00 8.4746]/1/ for each outstanding share of Series A Preferred Stock, Stock (subject to appropriate adjustments for stock splits, stock dividends, combinations or other recapitalizations and hereafter referred to as the "Original Series A Issue Price"), ) and (ii) $4.43 for each outstanding accrued but unpaid dividends on such share of Series B Preferred Stock (subject to appropriate adjustments adjustment of such fixed dollar amounts for any stock splits, stock dividends, combinations combinations, recapitalizations or other recapitalizations and hereafter referred to as the "Original Series B Issue Price"like), and (iii) an amount equal to declared but unpaid dividends on such share of Series A Preferred Stock or Series B Preferred Stock, as applicable. If upon the occurrence of such event, the assets and funds thus distributed among the holders of the Series A Preferred Stock and the Series B Preferred Stock shall be insufficient to permit the payment to such holders of the full aforesaid preferential amountsamounts to which the holders of the Series A Preferred Stock and Series B Preferred Stock are entitled, then, the entire assets and funds of the this corporation legally available for distribution shall be distributed ratably among the holders of the Series A Preferred Stock and the Series B Preferred Stock in proportion to the aggregate liquidation preferences amount payable to such holders. If the Corporation issues the Series B Preferred Stock in accordance with the Merger Agreement, the Series A Preferred Stock and the Series B Preferred Stock shall rank pari passu with respect to distributions on liquidation. (b) Upon completion of the respective series, and ratably among the holders of that series in proportion to the amount of such stock owned distribution required by each such holder. b. After the distributions described in subsection (a) above have been paidof this Section 4, all of the remaining assets of the this corporation available for distribution to stockholders shall be distributed among the holders of Series A Preferred Stock, Series B Preferred Stock and Common Stock pro rata based on the number of shares of Common Stock held by each (assuming conversion of all such Series A Preferred Stock and Series B Preferred Stock)each. c. A consolidation or merger of this corporation with or into any other corporation or corporations, or a sale, conveyance or disposition of all or substantially all of the assets of this corporation or the effectuation by the corporation of a transaction or series of related transactions in which more than 50% of the voting power of the corporation is disposed of (excluding the issuance of shares of Series A Preferred Stock pursuant to the Series A Preferred Stock Purchase Agreement and the issuance of Series B Preferred Stock pursuant to the Series B Preferred Stock Purchase Agreement), shall be deemed to be a liquidation, dissolution or winding up within the meaning of this Section 2.

Liquidation Preference. a. In the event of any liquidation, dissolution or winding up of this corporationthe Corporation, either voluntary or involuntary, or any Deemed Liquidation Event (as defined below), subject to the rights of any series of Preferred Stock that may from time to time come into existence, the holders of the Series A Preferred Stock and Series B C Preferred Stock shall be entitled to receive, receive out of the assets of the Corporation available for distribution to its shareholders prior and in preference to any distribution of any of the assets of this corporation the Corporation to the holders of Series B Preferred Stock, Series A Preferred Stock, Common Stock or any other shares of capital stock of the Corporation by reason of their ownership thereof, an amount per share equal to the sum of (i) $2.00 for each outstanding 2.75 per share of Series A Preferred Stock, (subject to appropriate adjustments adjustment for stock splits, stock dividends, combinations and other similar recapitalizations affecting such shares) for each share of Series C Preferred Stock then held by them (the “Series C Original Issue Price”), plus an amount equal to all accumulated (whether or other recapitalizations and hereafter not declared) but unpaid dividends (including any unpaid Series C Dividends) (such amount hereinafter being referred to as the "Original “Series A Issue Price"C Liquidation Amount”); provided, (ii) $4.43 for each outstanding share however, that the holders of the Series B C Preferred Stock shall not be entitled to receive such accumulated but unpaid dividends in the event of a Deemed Liquidation Event in which the Deemed Liquidation Event Consideration paid or distributed to the holders of capital stock of the Corporation is at least $8.25 per share (subject to appropriate adjustments adjustment for stock splits, stock dividendsdisbursements, combinations or and other similar recapitalizations and hereafter referred to as the "Original Series B Issue Price"affecting such shares). If, and (iii) an amount equal to declared but unpaid dividends on such share of Series A Preferred Stock or Series B Preferred Stock, as applicable. If upon the occurrence of such liquidation event, the assets and funds thus distributed among the holders of the Series A Preferred Stock and the Series B C Preferred Stock shall be insufficient to permit the payment to such holders of the full aforesaid preferential amountsSeries C Liquidation Amount, then, then the entire assets and funds of the corporation Corporation legally available for distribution shall be distributed ratably among the holders of the Series A Preferred Stock and the Series B C Preferred Stock in proportion to the aggregate liquidation preferences of the respective series, and ratably among the holders of that series in proportion to the preferential amount of such stock owned by each such holderholder is otherwise entitled to receive. b. After the distributions described in subsection (a) above have been paid, the remaining assets of the corporation available for distribution to stockholders shall be distributed among the holders of Series A Preferred Stock, Series B Preferred Stock and Common Stock pro rata based on the number of shares of Common Stock held by each (assuming conversion of all such Series A Preferred Stock and Series B Preferred Stock). c. A consolidation or merger of this corporation with or into any other corporation or corporations, or a sale, conveyance or disposition of all or substantially all of the assets of this corporation or the effectuation by the corporation of a transaction or series of related transactions in which more than 50% of the voting power of the corporation is disposed of (excluding the issuance of shares of Series A Preferred Stock pursuant to the Series A Preferred Stock Purchase Agreement and the issuance of Series B Preferred Stock pursuant to the Series B Preferred Stock Purchase Agreement), shall be deemed to be a liquidation, dissolution or winding up within the meaning of this Section 2.

Liquidation Preference. a. In the event of a Liquidation, the assets of the Company available for distribution to its stockholders, whether from capital, surplus or earnings, shall be distributed in the following order of priority: (a) The holders of outstanding shares of each Other Preferred Stock Series, if any, shall be entitled to receive, prior and in preference to any liquidation, dissolution or winding up of this corporation, either voluntary or involuntary, distribution to the holders of Series A Preferred Stock and Common Stock, any and all amounts to which such holders shall be entitled to receive upon Liquidation in accordance with the terms of such Other Preferred Stock Series. (b) After distribution to the holders of outstanding shares of each Other Preferred Stock Series, if any, of the respective amounts to which such holders are entitled to receive upon Liquidation, the holders of Series B A Preferred Stock shall be entitled to receive, prior and in preference to any distribution of any of the assets of this corporation to the holders of Common Stock by reason of their ownership thereofStock, an amount equal to one cent ($0.01) per share equal (subject to appropriate adjustment upon the sum occurrence of (i) $2.00 for each any stock split, stock dividend, reverse stock split or combination of the outstanding share shares of Series A Preferred Stock) and, (subject to appropriate adjustments for stock splitsin addition, stock dividends, combinations or other recapitalizations and hereafter referred to as the "Original Series A Issue Price"), (ii) $4.43 for each outstanding share of Series B Preferred Stock (subject to appropriate adjustments for stock splits, stock dividends, combinations or other recapitalizations and hereafter referred to as the "Original Series B Issue Price"), and (iii) an amount equal to any dividends declared but unpaid dividends on such share of Series A Preferred Stock or Series B Preferred Stock, as applicable. If upon the occurrence of such event, the assets and funds thus distributed among the holders of the Series A Preferred Stock and Stock. If the assets of the Company available for distribution to the holders of Series B A Preferred Stock shall be insufficient to permit the payment to such holders of the full aforesaid preferential amountsamount set forth in this Section 4(b), then, the entire assets and funds of the corporation legally available for distribution shall be distributed ratably among then the holders of the Series A Preferred Stock and the Series B Preferred Stock in proportion to the aggregate liquidation preferences of the respective series, and ratably among the holders of that series in proportion to the amount of such stock owned by each such holder. b. After the distributions described in subsection (a) above have been paid, the remaining assets of the corporation available for distribution to stockholders shall be distributed among the holders of Series A Preferred Stock, Series B Preferred Stock and Common Stock pro rata based on the number of shares of Common Stock held by each (assuming conversion of all such Series A Preferred Stock and Series B Preferred Stock). c. A consolidation or merger of this corporation with or into any other corporation or corporations, or a sale, conveyance or disposition of all or substantially all of the assets of this corporation or the effectuation by the corporation of a transaction or series of related transactions in which more than 50% of the voting power of the corporation is disposed of (excluding the issuance of shares of Series A Preferred Stock pursuant shall share ratably in any distribution of the assets of the Company in proportion to their respective number of shares of Series A Preferred Stock. (c) After distribution to the holders of Series A Preferred Stock Purchase Agreement and of their respective liquidation preferences, the issuance holders of Series B A Preferred Stock shall be entitled to share ratably (calculated with respect to such Series A Preferred Stock as provided in the next sentence) with the holders of Common Stock in all remaining assets of the Company, if any, available for distribution to its stockholders. For purposes of calculating any payment to be paid pursuant to the this Section 4(c), each share of Series B A Preferred Stock Purchase Agreement), shall be deemed to be a liquidation, dissolution or winding up within the meaning that number of this Section 2shares of Common Stock into which it is then convertible.

Liquidation Preference. a. In 44.1 Notwithstanding anything to the contrary herein, in the event of any liquidationLiquidation Event, dissolution or winding up of this corporation, either whether voluntary or involuntary, all assets and funds of the Company legally available for distribution to the Members shall be distributed to the Members as follows: (a) The holders of the Series A Preferred Stock and Series B Preferred Stock Shares shall be entitled to receive, on parity with each other and prior and in preference to any distribution of any such assets or funds of the assets of this corporation Company to the holders of Common Stock the Ordinary Shares by reason of their ownership thereofof such shares, an amount per share Series A Preferred Share (the “Series A Preference Amount”) equal to the sum of greater of: (i) $2.00 the amount that will enable each Series A Preferred Share to generate an IRR for the holder of such Series A Preferred Share of at least ten percent (10%); and (ii) the amount which would have been payable to each outstanding share such holder had their respective Series A Preferred Shares been converted into Ordinary Shares immediately prior to such Liquidation Event. In the event that the Company has insufficient assets to permit payment of the Series A Preference Amount in full to all holders of Series A Preferred StockShares, (subject to appropriate adjustments for stock splits, stock dividends, combinations or other recapitalizations and hereafter referred to as the "Original Series A Issue Price"), (ii) $4.43 for each outstanding share of Series B Preferred Stock (subject to appropriate adjustments for stock splits, stock dividends, combinations or other recapitalizations and hereafter referred to as the "Original Series B Issue Price"), and (iii) an amount equal to declared but unpaid dividends on such share of Series A Preferred Stock or Series B Preferred Stock, as applicable. If upon the occurrence of such event, then the assets and funds thus of the Company shall be distributed among ratably to the holders of the Series A Preferred Stock and Shares in proportion to the Series B A Preference Amount each such holder of Series A Preferred Stock shall Shares would otherwise be insufficient entitled to permit receive. (b) If there are any assets or funds remaining after the payment aggregate Series A Preference Amount has been distributed or paid in full to such the applicable holders of the full aforesaid preferential amounts, thenSeries A Preferred Shares, the entire remaining assets and funds of the corporation legally Company available for distribution shall be distributed ratably among the holders of the Series A Preferred Stock and the Series B Preferred Stock in proportion to the aggregate liquidation preferences of the respective series, and ratably among the holders of that series in proportion to the amount of such stock owned by each such holder. b. After the distributions described in subsection (a) above have been paid, the remaining assets of the corporation available for distribution to stockholders shall be distributed among the holders of Series A Preferred Stock, Series B Preferred Stock and Common Stock Ordinary Shares pro rata based on the number of shares Ordinary Shares (for the avoidance of Common Stock doubt, excluding any Ordinary Share issued or issuable upon the conversion of any Series A Preferred Shares if the Series A Preference Amount has been paid in respect of such Shares) held by each (assuming conversion of all such Series A Preferred Stock and Series B Preferred Stock)holder. c. A consolidation or merger of this corporation with or into any other corporation or corporations, or a sale, conveyance or disposition of all or substantially all of the assets of this corporation or the effectuation by the corporation of a transaction or series of related transactions in which more than 50% of the voting power of the corporation is disposed of (excluding the issuance of shares of Series A Preferred Stock pursuant to the Series A Preferred Stock Purchase Agreement and the issuance of Series B Preferred Stock pursuant to the Series B Preferred Stock Purchase Agreement), shall be deemed to be a liquidation, dissolution or winding up within the meaning of this Section 2.

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

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

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

Liquidation Preference. a. In the event of (a) Upon any voluntary or involuntary liquidation, dissolution or winding up of this corporationthe affairs of the Company, either voluntary the holders of shares of Series E Preferred Stock are entitled to be paid out of the assets of the Company legally available for distribution to its stockholders a liquidation preference of $25 per share (the “Liquidation Preference”), plus an amount equal to any accrued and unpaid dividends to the date of payment (whether or involuntarynot declared), but without interest, before any distribution of assets is made to holders of Common Stock or any other class or series of capital stock of the 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 the Series E Preferred Stock as to liquidation rights) which is not sufficient to pay in full the aggregate of the amounts payable thereon. The Company shall deliver written notice of any event triggering the right to receive such Liquidation Preference to each holder of Series E Preferred Stock within ten (10) days of the occurrence of such event. After payment of the full amount of the Liquidation Preference, plus any accrued and unpaid dividends to which they are entitled, the holders of Series A E Preferred Stock and Series B Preferred Stock shall be entitled to receive, prior and in preference will have no right or claim to any distribution of any of the assets of this corporation to the holders of Common Stock by reason of their ownership thereof, an amount per share equal to the sum of (i) $2.00 for each outstanding share of Series A Preferred Stock, (subject to appropriate adjustments for stock splits, stock dividends, combinations or other recapitalizations and hereafter referred to as the "Original Series A Issue Price"), (ii) $4.43 for each outstanding share of Series B Preferred Stock (subject to appropriate adjustments for stock splits, stock dividends, combinations or other recapitalizations and hereafter referred to as the "Original Series B Issue Price"), and (iii) an amount equal to declared but unpaid dividends on such share of Series A Preferred Stock or Series B Preferred Stock, as applicable. If upon the occurrence of such event, the assets and funds thus distributed among the holders of the Series A Preferred Stock and the Series B Preferred Stock shall be insufficient to permit the payment to such holders of the full aforesaid preferential amounts, then, the entire assets and funds of the corporation legally available for distribution shall be distributed ratably among the holders of the Series A Preferred Stock and the Series B Preferred Stock in proportion to the aggregate liquidation preferences of the respective series, and ratably among the holders of that series in proportion to the amount of such stock owned by each such holder. b. After the distributions described in subsection (a) above have been paid, the remaining assets of the corporation available for distribution to stockholders shall be distributed among the holders of Series A Preferred Stock, Series B Preferred Stock and Common Stock pro rata based on the number of shares of Common Stock held by each (assuming conversion of all such Series A Preferred Stock and Series B Preferred Stock). c. A Company. The consolidation or merger of this corporation the Company with or into any other corporation, trust or entity or of any other corporation with or corporationsinto the Company, or a the sale, lease or conveyance or disposition of all or substantially all of the assets of this corporation property or the effectuation by the corporation of a transaction or series of related transactions in which more than 50% business of the voting power of the corporation is disposed of (excluding the issuance of shares of Series A Preferred Stock pursuant to the Series A Preferred Stock Purchase Agreement and the issuance of Series B Preferred Stock pursuant to the Series B Preferred Stock Purchase Agreement)Company, shall not be deemed to be constitute a liquidation, dissolution or winding up within of the meaning Company. (b) In determining whether a distribution to holders of this Section 2Series E Preferred Stock (other than upon voluntary or involuntary liquidation) by dividend, redemption or other acquisition of shares of stock of the Company or otherwise is permitted under the MGCL, no effect shall be given to amounts that would be needed, if the Company were to be dissolved at the time of the distribution, to satisfy the preferential rights upon dissolution of holders of shares of stock of the Company whose preferential rights upon dissolution are superior to those receiving the distribution.

Liquidation Preference. a. (a) In the event of any liquidation, dissolution or winding up of this corporationthe Corporation, either voluntary or involuntaryinvoluntary (in any event, a "LIQUIDATION"), the holders of Series A Preferred Stock and Series B Preferred Stock shall be entitled to receivereceive by reason of their ownership thereof, prior and in preference to any distribution of any of the assets of this corporation the Corporation to the holders of Common Stock by reason of their ownership thereofStock, an amount per outstanding share of Series A Preferred Stock equal to the sum of (i) $2.00 for each outstanding share of Series A Preferred Stock, 1.2749 (subject to appropriate adjustments for stock splits, stock dividends, combinations or other recapitalizations and hereafter such amount being hereinafter referred to as the "Original Series ORIGINAL SERIES A Issue PricePURCHASE PRICE"), as adjusted for any stock dividends, combinations, splits or similar events affecting or with respect to the Series A Preferred Stock after the Original Issue Date (as defined in SECTION 3(F)(I)(2) below), and (ii) $4.43 for an amount equal to the sum of all declared but unpaid dividends on each outstanding such share (the sum of Series B Preferred Stock clauses (subject to appropriate adjustments for stock splits, stock dividends, combinations or other recapitalizations i) and hereafter (ii) being hereinafter referred to as the "Original Series B Issue PriceSERIES A LIQUIDATION PREFERENCE"). If, and (iii) an amount equal to declared but unpaid dividends on such share of Series A Preferred Stock or Series B Preferred Stock, as applicable. If upon the occurrence of such eventa Liquidation, the assets and funds thus distributed among the holders of the Series A Preferred Stock and the Series B Preferred Stock shall be insufficient to permit the payment to such holders of the full aforesaid preferential amountsSeries A Liquidation Preference, then, then the entire assets and funds of the corporation Corporation legally available for distribution shall be distributed ratably, on a per share basis, among the holders of Series A Preferred Stock. (b) Upon completion of the distribution in full of the Series A Liquidation Preference as contemplated by SECTION 1(a) above, the remaining assets of the Corporation available for distribution to shareholders, if any, shall be distributed ratably among the holders of the Series A Preferred Stock and the Series B Preferred Common Stock in proportion to the aggregate liquidation preferences of the respective series, and ratably among the holders of that series in proportion to the amount of such stock owned by each such holder. b. After the distributions described in subsection (a) above have been paid, the remaining assets of the corporation available for distribution to stockholders shall be distributed among the holders of Series A Preferred Stock, Series B Preferred Stock and Common Stock pro rata based on the number of shares of Common Stock held by each (assuming conversion of all such Series A Preferred Stock and Series B Preferred Stock)holder. c. A consolidation or merger (c) For purposes of this SECTION 1, any acquisition of the Corporation by means of a merger or other form of corporate reorganization in which the shareholders of the Corporation do not own, following such transaction, a majority of the outstanding shares of the surviving or acquiring corporation with or into any other corporation or corporations(measured on an as-converted to common stock basis), or a sale, conveyance or disposition sale of all or substantially all of the assets of this corporation the Corporation (any such acquisition or sale being hereinafter referred to as an "ACQUISITION"), shall be treated as a Liquidation. Upon the effectuation by closing of any Acquisition, the corporation of a transaction or series of related transactions in which more than 50% of the voting power of the corporation is disposed of (excluding the issuance of shares holders of Series A Preferred Stock pursuant and Common Stock shall be entitled to receive the amounts of cash, securities or other property as specified in SECTIONS 1(a) and 1(b) above, respectively. (d) Any securities to be delivered to the holders of Series A Preferred Stock Purchase Agreement and the issuance of Series B Preferred Common Stock pursuant to SECTION 1(c) above shall be valued as follows: (i) For securities not subject to investment letter or other similar restrictions on free marketability: (1) If traded on a securities exchange, the Series B Preferred Stock Purchase Agreement), value shall be deemed to be a liquidationthe average of the closing prices of the securities on such exchange over the thirty (30) day period ending three (3) days prior to the closing; (2) If actively traded over-the-counter, dissolution the value shall be deemed to be the average of the closing bid and asked prices over the thirty (30) day period ending three (3) days prior to the closing; and (3) If there is no active public market, the value shall be the fair market value thereof as determined in good faith by the Board; and (ii) The value of securities subject to investment letter or winding up within other restrictions on free marketability shall be appropriately discounted as determined in good faith by the meaning Board. (e) The provisions of this Section 2SECTION 1 are in addition to the protective provisions of SECTION 5 below. (f) Without limiting the provisions of SECTION 5 below, Sections 502 and 503 of the California Corporations Code shall not apply to any redemption, repurchase or other acquisition for value by the Corporation of any shares of Preferred Stock or Common Stock.

Liquidation Preference. a. (1) In the event of any liquidation, dissolution or winding up of this corporationany Group Company (other than a liquidation, dissolution or winding up of Linong Agriculture Technology Co., Ltd. (Tianjin), or a liquidation, dissolution or winding up of a Subsidiary that has been approved by the Shareholders as part of a restructuring for the benefit of the Company), either voluntary or involuntary, involuntary the holders of the Series A Preferred Stock and Series B Preferred Stock B1 Shares shall be entitled to receive, prior and in preference to any distribution to other holders of any Preferred Shares and holders of the assets Ordinary Shares or any other class or series of this corporation to the holders of Common Stock by reason of their ownership thereofshares, an amount per share Series B1 Share equal to 100% of the sum of Series B1 Issue Price (i) $2.00 as adjusted for each outstanding share of Series A Preferred Stockdividends, (subject to appropriate adjustments for stock splits, stock dividendscombinations, combinations recapitalizations or other recapitalizations and hereafter referred to as the "Original Series A Issue Price"), (iisimilar events) $4.43 for each outstanding share of Series B Preferred Stock (subject to appropriate adjustments for stock splits, stock dividends, combinations plus all accrued or other recapitalizations and hereafter referred to as the "Original Series B Issue Price"), and (iii) an amount equal to declared but unpaid dividends on such thereon (the “Series B1 Preference Amount”). After the full distribution of the Series B1 Preference Amount, the holders of the Series B Shares shall be entitled to receive, 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 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 Preferred Stock 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 Preferred StockPreference Amount and Series A1 Preference Amount, holders of Series A Shares shall be entitled to receive prior to any distribution to holders of the Ordinary Shares or any other class or series of shares, an amount per Series A Share equal to 100% of the Series A Issue Price (as applicable. If upon adjusted for share dividends, splits, combinations, recapitalizations or similar events) plus all accured or declared but unpaid dividends thereon (the occurrence of such event“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 and funds thus of the Company legally available for distribution to Shareholders shall be distributed pro rata among the holders of the Series A Preferred Stock and the Series B Preferred Stock shall be insufficient to permit the payment to such holders of the full aforesaid preferential amounts, then, the entire assets and funds of the corporation legally available for distribution shall be distributed ratably among Shares (on an as-converted basis) together with the holders of the Series A Preferred Stock and Ordinary Shares. If the Series B Preferred Stock in proportion Company has insufficient assets to the aggregate liquidation preferences permit payment of the respective seriesPreference Amount in full to all holders of Preferred Shares, and ratably among then the assets of the Company shall be distributed as follows: (A) the holders of that series in proportion Series B1 Shares shall receive an amount equal to the amount applicable Series B1 Preference Amount that would be payable to such holders pursuant to paragraph 7.3(b)(1) in the circumstances set forth therein. If the Value of such stock owned by each such holder. b. After the distributions described in subsection (a) above have been paidassets of the Company is less than the Series B1 Preference Amount, then the remaining assets of the corporation available for distribution to stockholders company shall be distributed among pro rata amongst the holders of all outstanding Series B1 Shares; (B) after payment in accordance with paragraph 7.3(b)(1)(A) above, the holders of Series B Shares shall receive an amount equal to the applicable Series B Preference Amount that would be payable to such holders pursuant to paragraph 7.3(b)(1) in the circumstances set forth therein. If the value of the assets of the Company is less than the Series B Preference Amount, then the remaining assets of the Company shall be distributed pro rata amongst the holders of all outstanding Series B Shares; (C) after payment in accordance with paragraphs 7.3(b)(1)(A) and 7.3(b)(1)(B) above, the holders of Series A1 Shares shall receive an amount equal to the applicable Series A1 Preference Amount that would be payable to such holders pursuant to paragraph 7.3(b)(1) in the circumstances set forth therein. If the value of the assets of the Company is less than the Series A1 Preference Amount, then the remaining assets of the Company shall be distributed pro rata amongst the holders of all outstanding Series A1 Shares; (D) after payment in accordance with paragraphs 7.3(b)(1)(A), 7.3(b)(1.)(B) and 7.3(b)(1)(C) above, the holders of Series A Preferred StockShares shall receive an amount equal to the applicable Series A Preference Amount that would be payable to such holders pursuant to paragraph 7.3(b)(1) in the circumstances set forth therein. If the value of the assets of the Company is less than the Series A Preference Amount, Series B Preferred Stock and Common Stock then the remaining assets of the Company shall be distributed pro rata amongst the holders of all outstanding Series A Shares; (E) the remainder (after payment in accordance with paragraphs 7.3(b)(1)(A), 7.3(b)(1)(B), 7.3(b)(1)(C) and 7.3(b)(1)(D) above), if any, shall be distributed to the holders of Preferred Shares and Ordinary Shares on a pro rata basis, based on the number of shares of Common Stock Ordinary Shares then held by each holder on an as converted basis. (assuming conversion 2) Other than a sale, conveyance or disposition of all such Series A Preferred Stock and Series B Preferred Stockor substantially all of the assets of Linong Agriculture Technology Co. Ltd. (Tianjin). c. A consolidation or merger of this corporation with or into any other corporation or corporations, or a sale, conveyance or disposition of all or substantially all of the assets of this corporation or the effectuation a Subsidiary that has been approved by the corporation Shareholders as part of a transaction restructuring for the benefit of the Company or series a consolidation or merger of related transactions Linong Agriculture Technology Co., Ltd. (Tianjin), or a consolidation or merger of a Subsidiary that has been approved by the Shareholders as part of a restructuring for the benefit of the Company, in the event of (i) a sale, conveyance or disposition of all or substantially all of the assets of any Group Company, or (ii) a consolidation or merger of any Group Company with or into any other company or companies in which more than 50% the Existing Shareholders of the Company, at the time immediately before such consolidation or merger takes place, do not retain a majority of the voting power in the surviving company, the Company shall, to the extent legally entitled to do so, distribute to its Shareholders the amount received on such sale, disposition or consolidation in either the same form of consideration received by the Company or in cash, as the Company may determine, whether such payment is in the form of a dividend or other legally permissible form (the “Compulsory Payment”). The Compulsory Payment will be distributed to the Shareholders of the corporation Company as follows: (A) to the holders of Series B1 Shares, an amount equal to the applicable Series B1 Preference Amount that would be payable to such holders pursuant to paragraph 7.3(b)(1) in the circumstances set forth therein (collectively, the “Series B1 Compulsory Payment Preference”). If the value of the Compulsory Payments is disposed less than the Series B1 Compulsory Payment Preference, then the Compulsory Payment shall be distributed pro rata amongst the holders of all outstanding Series B1 Shares; (excluding B) after payment in accordance with paragraph 7.3(b)(2)(A) above, to the issuance holders of shares Series B Shares, an amount equal to the applicable Series B Preference Amount that would be payable to such holders pursuant to paragraph 7.3(b)(1) in the circumstances set forth therein (collectively, the “Series B Compulsory Payment Preference”). After payment in accordance with paragraph 7.3(b)(2)(A) above, if the remaining value of the Compulsory Payment is less than the Series B Compulsory Payment Preference, then the remaining Compulsory Payment shall be distributed pro rata amongst the holders of all outstanding Series B Shares; (C) after payment in accordance with paragraphs 7.3(b)(2)(A) and 7.3(b)(2)(B) above, to the holders of Series A1 Shares, an amount equal to the applicable Series A1 Preference Amount that would be payable to such holders pursuant to paragraph 7.3(b)(1) in the circumstances set forth therein (collectively, the “Series A1 Compulsory Payment Preference”). After payment in accordance with paragraphs 7.3(b)(2)(A) and 7.3(b)(2)(B) above, if the remaining value of the Compulsory Payment is less than the Series A1 Compulsory Payment Preference, then the remaining Compulsory Payment shall be distributed pro rata amongst the holders of all outstanding Series A1 Shares; (D) after payment in accordance with paragraphs 7.3(b)(2)(A), 7.3(b)(2)(B) and 7.3(b)(2)(C) above, to the holders of Series A Preferred Stock Shares, an amount equal to the applicable Series A Preference Amount that would be payable to such holders pursuant to paragraph 7.3(b)(1) in the circumstances set forth therein (collectively, the “Series A Compulsory Payment Preference”). After payment in accordance with paragraphs 7.3(b)(2)(A), 7.3(b)(2)(B) and 7.3(b)(2)(C) above, if the remaining value of the Compulsory Payment is less than the Series A Compulsory Payment Preference, then the remaining Compulsory Payment shall be distributed pro rata amongst the holders of all outstanding Series A Shares; (E) the remainder (after payment in accordance with paragraphs 7.3(b)(2)(A), 7.3(b)(2)(B), 7.3(b)(2)(C) and 7.3(b)(2)(D) above), if any, to the holders of Preferred Stock Purchase Agreement Shares and Ordinary Shares on a pro rata basis, based on the issuance number of Series B Preferred Stock Ordinary Shares then held by each holder on an as converted basis. (3) Notwithstanding any other provision of this paragraph 7.3(b), the Company may at any time, out of funds legally available therefor, repurchase Ordinary Shares of the Company issued to or held by employees, officers or consultants of the Company or its subsidiaries upon termination of their employment or services, or pursuant to any bona fide agreement providing for such right of repurchase, whether or not dividends on the Series B Preferred Stock Purchase Agreement), Shares shall be deemed have been declared. (4) In the event the Company proposes to be a distribute assets other than cash in connection with any liquidation, dissolution or winding up within of the meaning Company, the value of the assets to be distributed to the holder of Preferred Shares and Ordinary Shares shall be determined in good faith by the liquidator (or, in the case of any proposed distribution in connection with a transaction which is a deemed liquidation hereunder, by the Board, which decision shall include the affirmative vote of at least one (1) director appointed by Sequoia Capital China I, L.P.), and at least one (1) director appointed by holders of Series B Shares. Any securities not subject to investment letter or similar restrictions on free marketability shall be valued as follows: (i) If traded on a securities exchange, the value shall be deemed to be the average of the security’s closing prices on such exchange over the thirty (30) day ending one (1) day prior to the distribution; (ii) If actively traded over-the-counter, the value shall be deemed to be the average of the closing bid prices over the thirty (30) day period ending three (3) days prior to the distribution; and (iii) If there is no active public market, the value shall be the fair market value thereof as determined in good faith by the liquidator (or, in the case of any proposed distribution in connection with a transaction which is a deemed liquidation hereunder, by the Board). (5) The method of valuation of securities subject to restrictions on free marketability shall be adjusted to make an appropriate discount from the market value determined as above in clauses (i), (ii) or (iii) to reflect the fair market value thereof as determined in good faith by the liquidator (or, in the case of any proposed distribution in connection with a transaction which is a deemed liquidation hereunder, by the Board). The holders of at least a majority of the outstanding Preferred Shares shall have the right to challenge any determination by the liquidator or the Board, as the case may be, of fair market value pursuant to this Section 2paragraph 7.3(b), in which case the determination of fair market value shall be made by an independent appraiser selected jointly by the liquidator or the Board, as the case may be, and the challenging parties, the cost of such appraisal to be borne equally by the challenging parties and the Company.

Liquidation Preference. a. (a) In the event of any liquidation, dissolution or winding up of this corporationthe affairs of the Corporation, either whether voluntary or involuntary, the holders of Series A Preferred Stock and Series B Preferred Stock shall be entitled to receive, prior and in preference to any distribution of any receive out of the assets of this corporation the Corporation available for distribution to stockholders an amount equal to the Stated Value per share plus an amount equal to any accrued and unpaid dividends thereon (whether or not declared) to and including the date of such distribution, and no more, before any payment or distribution shall be made to the holders of Common Stock by reason or any other class or series of their ownership thereof, an amount per share equal stock of the Corporation ranking junior to the sum of (i) $2.00 for each outstanding share of Series A Preferred Stock, (subject to appropriate adjustments for stock splits, stock dividends, combinations or other recapitalizations and hereafter referred to as the "Original Series A Issue Price"), (ii) $4.43 for each outstanding share of Series B Preferred Stock (subject to appropriate adjustments for stock splits, stock dividends, combinations or other recapitalizations and hereafter referred to as the "Original Series B Issue Price"), and (iii) an amount equal to declared but unpaid dividends on such share of Series A Preferred Stock or Series B Preferred Stock, as applicable. If upon the occurrence of such event, the assets and funds thus distributed among the holders of the Series A Preferred Stock and as to the Series B Preferred Stock shall be insufficient to permit the distribution of assets upon liquidation, dissolution or winding up. After payment to of such holders of the full aforesaid preferential amounts, thenliquidating distributions, the entire assets and funds of the corporation legally available for distribution shall be distributed ratably among the holders of the Series A Preferred Stock and the Series B Preferred Stock in proportion to the aggregate liquidation preferences of the respective series, and ratably among the holders of that series in proportion to the amount of such stock owned by each such holder. b. After the distributions described in subsection (a) above have been paid, the remaining assets of the corporation available for distribution to stockholders shall be distributed among the holders of Series A Preferred Stock, Series B Preferred Stock and Common Stock pro rata based on the number of shares of Common Stock held by each (assuming conversion of all such Series A Preferred Stock and Series B Preferred Stock). c. A consolidation or merger of this corporation with or into any other corporation or corporations, or a sale, conveyance or disposition of all or substantially all of the assets of this corporation or the effectuation by the corporation of a transaction or series of related transactions in which more than 50% of the voting power of the corporation is disposed of (excluding the issuance of shares of Series A Preferred Stock pursuant will not be entitled to any further participation in any distribution of assets by the Corporation. (b) In the event the assets of the Corporation available for distribution to stockholders upon any liquidation, dissolution or winding up of the affairs of the Corporation, whether voluntary or involuntary, shall be insufficient to pay in full the amounts payable with respect to the Series A Preferred Stock Purchase Agreement pursuant to Section 4(a) and any other shares of Preferred Stock ranking on a parity with the Series A Preferred Stock as to the distribution of assets, the holders of Series A Preferred Stock and the issuance holders of Series B such other Preferred Stock pursuant shall share ratably in any distribution of assets of the Corporation in proportion to the Series B Preferred Stock Purchase Agreement)full respective preferential amounts to which they are entitled. (c) The merger or consolidation of the Corporation into or with any other corporation, the merger or consolidation of any other corporation into or with the Corporation or the sale of the assets of the Corporation substantially as an entirety shall not be deemed to be a liquidation, dissolution or winding up of the affairs of the Corporation within the meaning of this Section 24.

Liquidation Preference. a. (a) In the event of any liquidation, dissolution or winding up of this corporationthe Corporation, either voluntary or involuntary, the holders of Series A Preferred Stock and Series B Preferred Stock shall be entitled to receive, prior and in preference to any distribution of any of the assets or surplus funds of this corporation the Corporation to the holders of Common Stock or any other Junior Securities by reason of their ownership thereof, an amount per share in cash equal to the sum of $[71.84] (ias adjusted for any stock splits, stock dividends, combinations, recapitalizations and similar events with respect to such shares) $2.00 for each outstanding share of Series A Preferred Stock, (subject to appropriate adjustments for stock splits, stock plus all accrued but unpaid dividends, combinations or other recapitalizations and hereafter referred to as the "Original Series A Issue Price")if any, (ii) $4.43 for each outstanding share of Series B Preferred Stock (subject to appropriate adjustments for stock splits, stock dividends, combinations or other recapitalizations and hereafter referred to as the "Original Series B Issue Price"), and (iii) an amount equal to declared but unpaid dividends on such share of Series A Preferred Stock or Series B Preferred Stock, as applicableof the date of such event. If upon the occurrence of such event, the assets and funds thus distributed among the holders of the Series A Preferred Stock and the Series B Preferred Stock shall be insufficient to permit the payment to such holders of the full aforesaid preferential amounts, then, then the entire assets and funds of the corporation Corporation legally available for distribution shall be distributed ratably among the holders of the Series A Preferred Stock and the Series B Preferred Stock in proportion to the aggregate liquidation preferences of the respective series, and ratably among the holders of that series in proportion to the amount number of such stock shares owned by each such holder. b. After (b) Following completion of the distributions described in subsection distribution required by the first sentence of paragraph (a) above have been paidof this Section (C)3, if assets remain in the Corporation, the holders of the Common Stock shall share ratably in all remaining assets of the corporation available for distribution to stockholders shall be distributed among Corporation. (c) For purposes of this Section (C)3, unless the holders of a majority of the outstanding shares of Series A Preferred StockStock otherwise agree, Series B Preferred Stock and Common Stock pro rata based on the number of shares of Common Stock held by each (assuming conversion of all such Series A Preferred Stock and Series B Preferred Stock). c. A i) any consolidation or merger of this corporation the Corporation with or into any other corporation or corporationsother entity or person, or a saleany other corporate reorganization, conveyance in which either (A) the outstanding shares of Common Stock are exchanged for cash, securities or disposition other consideration or (B) the Corporation shall not be the continuing or surviving entity of such consolidation, merger or reorganization (except, in each case, if the stockholders of the Corporation immediately prior to such acquisition, consolidation, merger or reorganization shall, immediately after such acquisition, consolidation, merger or reorganization hold 50% or more of the securities or voting power of such surviving or acquiring entity), and (ii) any sale or transfer in any transaction or series of related transactions of all or substantially all of the assets of this corporation or the effectuation by the corporation of a transaction or series of related transactions in which more than 50% of the voting power of the corporation is disposed of (excluding the issuance of shares of Series A Preferred Stock pursuant to the Series A Preferred Stock Purchase Agreement and the issuance of Series B Preferred Stock pursuant to the Series B Preferred Stock Purchase Agreement)Corporation, shall be deemed to be a liquidation, dissolution or winding up within the meaning of this Section 2(C)3.

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

Liquidation Preference. a. In the event of any voluntary or involuntary liquidation, dissolution or winding up of this corporationour affairs, either the holders of shares of Series A Preferred Stock are entitled to be paid out of our assets legally available for distribution to our shareholders a liquidation preference of $25,000.00 per share (equivalent to $25.00 per depositary share), plus an amount equal to any accumulated and unpaid dividends to the date of payment (whether or not declared), before any distribution or payment may be made to holders of 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, upon our voluntary or involuntaryinvoluntary liquidation, dissolution or winding up, our available assets are insufficient to pay the full amount of the liquidating distributions on all outstanding shares of Series A Preferred Stock and the corresponding amounts payable on all shares of each other class or series of capital stock ranking, as to liquidation rights, on a parity with the Series A Preferred Stock, then the holders of the Series A Preferred Stock and each such other class or series of capital stock ranking, as to liquidation rights, on a parity with the Series A Preferred Stock will share ratably in any distribution of assets in proportion to the full liquidating distributions to which they would otherwise be respectively entitled. Holders of Series A Preferred Stock will be entitled to written notice of any liquidation no fewer than 30 days and no more than 60 days prior to the payment date. After payment of the full amount of the liquidating distributions to which they are entitled, the holders of Series A Preferred Stock and Series B Preferred Stock shall be entitled to receive, prior and the depositary shares representing interests in preference to any distribution of any of the assets of this corporation to the holders of Common Stock by reason of their ownership thereof, an amount per share equal to the sum of (i) $2.00 for each outstanding share of Series A Preferred Stock, (subject to appropriate adjustments for stock splits, stock dividends, combinations or other recapitalizations and hereafter referred to as the "Original Series A Issue Price"), (ii) $4.43 for each outstanding share of Series B Preferred Stock (subject to appropriate adjustments for stock splits, stock dividends, combinations or other recapitalizations and hereafter referred to as the "Original Series B Issue Price"), and (iii) an amount equal to declared but unpaid dividends on such share of Series A Preferred Stock or Series B Preferred Stock, as applicable. If upon the occurrence of such event, the assets and funds thus distributed among the holders of the Series A Preferred Stock and the Series B Preferred Stock shall be insufficient will have no right or claim to permit the payment to such holders any of the full aforesaid preferential amountsour remaining assets. Our consolidation, then, the entire assets and funds of the corporation legally available for distribution shall be distributed ratably among the holders of the Series A Preferred Stock and the Series B Preferred Stock in proportion to the aggregate liquidation preferences of the respective series, and ratably among the holders of that series in proportion to the amount of such stock owned by each such holder. b. After the distributions described in subsection (a) above have been paid, the remaining assets of the corporation available for distribution to stockholders shall be distributed among the holders of Series A Preferred Stock, Series B Preferred Stock and Common Stock pro rata based on the number of shares of Common Stock held by each (assuming merger or conversion of all such Series A Preferred Stock and Series B Preferred Stock). c. A consolidation or merger of this corporation with or into any other corporation or corporationsentity, or a the voluntary sale, lease, transfer or conveyance or disposition of all or substantially all of the our property and assets of this corporation (which shall not, in fact, result in our voluntary or the effectuation by the corporation of a transaction or series of related transactions in which more than 50% of the voting power of the corporation is disposed of (excluding the issuance of shares of Series A Preferred Stock pursuant to the Series A Preferred Stock Purchase Agreement and the issuance of Series B Preferred Stock pursuant to the Series B Preferred Stock Purchase Agreement), shall be deemed to be a involuntary liquidation, dissolution or winding up within and the meaning distribution of this Section 2our assets to stockholders), shall not be deemed to constitute a voluntary or involuntary liquidation, dissolution or winding up of the Company.

Liquidation Preference. a. In the event of any liquidation, dissolution or winding up of this corporationthe Company, either voluntary or involuntary, the holders of Series A F Preferred Stock and Series B Preferred Stock shall will be entitled to receive, prior and in preference to any distribution of any of the assets of this corporation to the holders of Common Stock by reason of their ownership thereof, an amount per share equal to the sum of (i) $2.00 for each outstanding share of Series A Preferred Stock, (subject to appropriate adjustments for stock splits, stock dividends, combinations or other recapitalizations and hereafter referred to as the "Original Series A Issue Price"), (ii) $4.43 for each outstanding share of Series B Preferred Stock (subject to appropriate adjustments for stock splits, stock dividends, combinations or other recapitalizations and hereafter referred to as the "Original Series B Issue Price"), and (iii) an amount equal to declared 50% times the purchase price per share of such Preferred Stock, plus any accrued but unpaid dividends on such share of Series A Preferred Stock or Series B Preferred Stock, as applicable. If upon the occurrence of such event, the assets and funds thus distributed among the thereon before any payments are made to holders of the Series A Preferred prior classes of preferred stock or Common Stock and the Series B Preferred Stock shall be insufficient to permit the payment to such holders of the full aforesaid preferential amounts, then, the entire assets and funds of the corporation legally available for distribution shall Company. Any remaining amounts will be distributed ratably among 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 holders purchase price per share of such Preferred Stock plus any accrued but unpaid dividends. Any remaining amounts will be distributed ratably to all shareholders on an as-converted basis until such time as the Series F shareholders have received twice their investment [this is pari-passu with the existing terms for all series of pfd.]. An acquisition of the Series A Preferred Stock and the Series B Preferred Stock Company in proportion which its stockholders immediately prior to the aggregate liquidation preferences such event do not own a majority of the respective series, and ratably among the holders of that series in proportion to the amount of such stock owned by each such holder. b. After the distributions described in subsection (a) above have been paid, the remaining assets outstanding shares of the corporation available for distribution to stockholders shall be distributed among the holders of Series A Preferred Stock, Series B Preferred Stock and Common Stock pro rata based on the number of shares of Common Stock held by each (assuming conversion of all such Series A Preferred Stock and Series B Preferred Stock). c. A consolidation or merger of this corporation with or into any other surviving corporation or corporations, or a sale, conveyance or disposition the sale of all or substantially all of the assets of this corporation the 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 effectuation Series F Preferred will be subject to adjustment to prevent dilution in the event that the Company issues additional shares (other than (i) shares issued upon exercise of stock options that are approved by the corporation 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 loan 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, the 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 like. Automatic Conversion: The Series F Shares will be automatically converted into common stock of the Company (the “Common Stock”), at the then applicable conversion price, (i) upon the closing of a transaction or series of related transactions in which more than 50% sale of the voting power of the corporation is disposed of (excluding the issuance of Company’s shares of Series A Preferred Common Stock pursuant to a firm commitment underwritten public offering by the Series A Company at a market capitalization of not less than $250,000,000 with proceeds (prior to underwriter commissions and discounts) equal to or greater than $25,000,000 or (ii) with the written consent of a majority of all Preferred Stock Purchase Agreement and the issuance of Series B Preferred Stock pursuant to the Series B Preferred Stock Purchase Agreement), shall be deemed to be a liquidation, dissolution or winding up within the meaning of this Section 2Stock.

Liquidation Preference. a. In the event of any voluntary or involuntary liquidation, dissolution or winding winding-up of this corporationthe Company, either voluntary before any payment or involuntarydistribution of the assets of the Company (whether capital or surplus) shall be made to or set apart for the holders of Common Stock or any other Capital Stock ranking junior to the Series C Preferred Stock as to the distribution of assets upon the liquidation, dissolution or winding-up of the Company, the holders of shares of the Series A C Preferred Stock and Series B Preferred Stock shall shall, with respect to each such share, be entitled to receive, prior and in preference to any distribution of any out of the assets of this corporation the Company available for distribution to stockholders after payment or provision for payment of all debts and other liabilities of the holders of Common Stock by reason of their ownership thereofCompany, an amount per share equal to the sum greater of (i) $2.00 for each outstanding share of Series A Preferred Stock1,000.00, (subject to appropriate adjustments for stock splits, stock dividends, combinations or other recapitalizations and hereafter referred to as the "Original Series A Issue Price"), (ii) $4.43 for each outstanding share of Series B Preferred Stock (subject to appropriate adjustments for stock splits, stock dividends, combinations or other recapitalizations and hereafter referred to as the "Original Series B Issue Price"), and (iii) plus an amount equal to declared but all dividends (whether or not earned or declared) accrued and unpaid dividends on thereon to the date of final distribution and (ii) the amount that a holder of such share of Series A C Preferred Stock would have received upon final distribution in respect of the number of shares of Common Stock into which such share of Series C Preferred Stock was convertible immediately prior to such date of final distribution (but no amount shall be paid in respect of the foregoing clause (ii) after the Fifteenth Anniversary Date). If, upon any such voluntary or Series B Preferred Stockinvoluntary liquidation, as applicable. If upon dissolution or winding-up of the occurrence of such eventCompany, the assets and funds thus distributed of the Company, or proceeds thereof, distributable among the holders of the shares of Series A C Preferred Stock, are insufficient to pay in full the preferential amount aforesaid on the shares of Series C Preferred Stock and liquidating payments on any other shares of any class or series of Capital Stock ranking, as to payment of dividends and amounts upon the liquidation, dissolution or winding-up of the Company, on a parity with the Series B C Preferred Stock shall be insufficient to permit Stock, then such assets, or the payment to such holders of the full aforesaid preferential amountsproceeds thereof, then, the entire assets and funds of the corporation legally available for distribution shall be distributed ratably among the holders of the Series A Preferred Stock and the Series B Preferred Stock in proportion to the aggregate liquidation preferences of the respective series, and ratably among the holders of that series in proportion to the amount of such stock owned by each such holder. b. After the distributions described in subsection (a) above have been paid, the remaining assets of the corporation available for distribution to stockholders shall be distributed among the holders of shares of Series A Preferred Stock, Series B C Preferred Stock and Common Stock pro rata based any such other parity stock ratably in accordance with the respective amounts that would be payable on the number of such shares of Common Stock held by each (assuming conversion of all such Series A C Preferred Stock and Series B Preferred Stock). c. A such other stock if all amounts payable thereon were paid in full. For the purposes of this Section VI, none of (i) a consolidation or merger of this corporation the Company with or into any other corporation another entity, (ii) a merger of another entity with or corporationsinto the Company, (iii) a statutory share exchange by the Company or (iv) a sale, lease or conveyance or disposition of all or substantially all of the assets of this corporation Company's assets, properties or the effectuation by the corporation of a transaction or series of related transactions in which more than 50% of the voting power of the corporation is disposed of (excluding the issuance of shares of Series A Preferred Stock pursuant to the Series A Preferred Stock Purchase Agreement and the issuance of Series B Preferred Stock pursuant to the Series B Preferred Stock Purchase Agreement), business shall be deemed to be a liquidation, dissolution or winding winding-up within of the meaning of this Section 2Company.

Liquidation Preference. a. (a) In the event of any liquidation, dissolution or winding up of this corporation, either voluntary or involuntarya Liquidation Event (as defined below), the holders of Series A Preferred Stock and Series B Preferred Stock shall be entitled to receive, pari passu with the payment or distribution of assets to the Series A Preferred Stock but prior and in preference to any distribution of any of the assets of this corporation the Company to the holders of Common Stock by reason of their ownership thereof, an amount per share equal to the sum of (iA) $2.00 the Purchase Price plus an annualized internal rate of return (“IRR”) of 8% for each the period from the issuance date of the issued and outstanding share of Series A B Preferred StockStock to the date when all amounts under this Section 4(a) are paid in full, and (subject B) an amount equal to appropriate adjustments for stock splits, stock dividends, combinations or other recapitalizations and hereafter referred to as the "Original Series A Issue Price"), (ii) $4.43 all declared but unpaid dividends for each outstanding share of Series B Preferred Stock (subject to appropriate adjustments for stock splits, stock dividends, combinations or other recapitalizations and hereafter referred to as the "Original Series B Issue Price"“Preference Amount”), and (iii) an amount equal to declared but unpaid dividends on such share of Series A Preferred Stock or Series B Preferred Stock, as applicableproportionally adjusted for Recapitalizations. If upon the occurrence of such an event, the assets and funds thus distributed among the holders of the Series A Preferred Stock and the Series B Preferred Stock shall be insufficient to permit the payment to such holders of the full aforesaid preferential amountsPreference Amount, then, then the entire assets and funds of the corporation this Company legally available for distribution to stockholders shall be distributed ratably among the holders of the Series A Preferred Stock and the Series B Preferred Stock in proportion to the aggregate liquidation preferences full Preference Amount each such holder is otherwise entitled to receive under this Section 4(a). (b) Upon completion of the respective seriesdistributions required by Section 4(a), and ratably among the holders all of that series in proportion to the amount of such stock owned by each such holder. b. After the distributions described in subsection (a) above have been paid, the remaining assets of the corporation Company available for distribution to stockholders shall be distributed among the holders of the Company’s Series A Preferred Stock, Series B Preferred Stock and the Common Stock pro rata based on the number of shares of Common Stock held by each (holder, assuming full conversion of all such Series A Preferred Stock and Series B Preferred Stock). c. A consolidation or merger (c) For purposes of this corporation with or into any other corporation or corporationsSection 4, or unless the holders of at least a sale, conveyance or disposition of all or substantially all of the assets of this corporation or the effectuation by the corporation of a transaction or series of related transactions in which more than 50% majority of the voting power of the corporation is disposed of (excluding the issuance of shares of Series A Preferred Stock pursuant to the Series A Preferred Stock Purchase Agreement and the issuance of Series B Preferred Stock pursuant to the Series B Preferred Stock Purchase Agreement)then outstanding, voting together as a single class on an as-converted basis, give prior written consent, a “Liquidation Event” shall be deemed to be occasioned by a liquidation, dissolution or winding up within of the meaning of this Section 2Company, either voluntary or involuntary.

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

Liquidation Preference. a. In the event of (a) Upon any voluntary or involuntary liquidation, dissolution or winding up of this corporationthe Corporation, either the holders of all shares of Series B Preferred Stock then outstanding shall be entitled to be paid out of the assets of the Corporation available for distribution to its stockholders an amount in cash equal to $100.00 in cash (or, in a deemed liquidation pursuant to paragraph (b) below, in securities valued as set forth below) per share, plus an amount equal to full cumulative dividends (whether or not earned or declared) accrued and unpaid thereon, including Additional Dividends, to the date of final distribution and no more, before any distribution is made on any Series B Junior Securities. If upon any voluntary or involuntaryinvoluntary liquidation, dissolution or winding up of the Corporation, the application of all amounts available for payments with respect to Series B Preferred Stock and all other Series B Parity Securities would not result in payment in full of Series B Preferred Stock and such other Series B Parity Securities, the holders of Series A B Preferred Stock and holders of Series B Parity Securities shall share equally and ratably in any distribution of assets of the Corporation in proportion to the full liquidation preference to which each is entitled. After payment in full pursuant to this paragraph A(4)(a), the holders of Series B Preferred Stock shall not be entitled to receive, prior and any further participation in preference to any distribution in the event of any liquidation, dissolution or winding up of the assets of this corporation to the holders of Common Stock by reason of their ownership thereof, an amount per share equal to the sum of (i) $2.00 for each outstanding share of Series A Preferred Stock, (subject to appropriate adjustments for stock splits, stock dividends, combinations or other recapitalizations and hereafter referred to as the "Original Series A Issue Price"), (ii) $4.43 for each outstanding share of Series B Preferred Stock (subject to appropriate adjustments for stock splits, stock dividends, combinations or other recapitalizations and hereafter referred to as the "Original Series B Issue Price"), and (iii) an amount equal to declared but unpaid dividends on such share of Series A Preferred Stock or Series B Preferred Stock, as applicable. If upon the occurrence of such event, the assets and funds thus distributed among the holders affairs of the Series A Preferred Stock and the Series B Preferred Stock shall be insufficient to permit the payment to such holders of the full aforesaid preferential amounts, then, the entire assets and funds of the corporation legally available for distribution shall be distributed ratably among the holders of the Series A Preferred Stock and the Series B Preferred Stock in proportion to the aggregate liquidation preferences of the respective series, and ratably among the holders of that series in proportion to the amount of such stock owned by each such holderCorporation. b. After the distributions described in subsection (ab) above have been paid, the remaining assets of the corporation available for distribution to stockholders shall be distributed among the holders of Series A Preferred Stock, Series B Preferred Stock and Common Stock pro rata based on the number of shares of Common Stock held by each (assuming conversion of all such Series A Preferred Stock and Series B Preferred Stock). c. A consolidation or merger of this corporation the Corporation with or into any other corporation or corporations, or a sale, conveyance or disposition of all or substantially all of the assets of this corporation the Corporation or the effectuation by the corporation of a transaction or series of related transactions in which more than 50% of the voting power of the corporation Corporation is sold or otherwise disposed of (excluding the issuance of shares of Series A Preferred Stock other than pursuant to the Series A Preferred Stock Purchase Agreement and the issuance a sale or other disposed solely of Series B Preferred Stock pursuant to (or common stock of the Corporation issued on conversion of Series B Preferred Stock Purchase AgreementStock) consummated by holders of Series B Preferred Stock), shall each be deemed to be a liquidation, dissolution or winding up within the meaning of this Section 2paragraph A(4)(a) above. Any securities to be delivered to the holders of Series B Preferred Stock pursuant to such events shall be valued as follows: (i) securities not subject to restrictions on sale: (A) If traded on a securities exchange or a national intedealer quotation system, the value shall be deemed to be the average of the closing prices of the securities on such exchange over the 10 day period ending three days prior to the closing; (B) If actively traded over-the-counter, the value shall be deemed to be the average of at the closing bid prices over the 10 day period ending three days prior to the closing; and (C) If there is no active public market, the value as determined in good faith jointly by the Board of Directors and the holders of a majority of the shares of Series B Preferred Stock. (ii) securities subject to restrictions on transfer shall be valued at an appropriate discount from the market value determined as set forth above to reflect the fair market value thereof, as determined jointly by the Board of Directors and the holders of a majority of the shares of Series B Preferred Stock.

Liquidation Preference. a. In the event of any liquidation, dissolution or winding up of this corporationthe Corporation, either voluntary or involuntaryinvoluntary (a "Liquidation Event"), distributions to the stockholders of the Corporation shall be made in the following manner: (c) The holders of Series A A-3 Preferred Stock and Series B Preferred Stock shall be entitled to receive, on a pari passu basis with the holders of Series A-2, Series B-1 and any series of Preferred Stock ranked pari passu with Series A-3 Preferred Stock, but prior and in preference to any distribution of any of the assets or surplus funds of this corporation the Corporation to the holders of any series of Preferred Stock ranked junior to series A-3 Preferred Stock or holders of the Common Stock by reason of their ownership thereofof such stock, an amount per share equal to the sum (the "Series A-3 Liquidation Preference") of (i) $2.00 80.00 for each outstanding share of Series A A-3 Preferred Stock, (subject to appropriate adjustments for stock splits, stock dividends, combinations or other recapitalizations and hereafter referred to as the "Original Series A Issue Purchase Price")) then held by them, adjusted for any Recapitalizations with respect to such shares and, (ii) $4.43 for each outstanding share of Series B Preferred Stock (subject to appropriate adjustments for stock splits, stock dividends, combinations or other recapitalizations and hereafter referred to as the "Original Series B Issue Price"), and (iii) an amount equal to declared but all unpaid dividends on such the Series A-3 Preferred held by them; provided however, in the event of a Liquidation Event pursuant to Section 4(b) below that is consummated on or before March 26, 2001, the Liquidation Preference shall be the greater of (i) $96.00 or (ii) $80.00 plus all accrued dividends for each share of Series A Preferred Stock or Series B Preferred StockA-3 Preferred, as applicableadjusted for any Recapitalizations. If upon the occurrence of such event, the assets and funds thus distributed among the holders of the Series A Preferred Stock and the Series B Preferred Stock shall be insufficient to permit the payment to such holders of the their full aforesaid preferential amountsamount, then, then the entire assets and funds of the corporation Corporation legally available for distribution shall be distributed ratably among the holders of the Series A Preferred Stock and the Series B Preferred Stock on a pari passu basis in proportion to the aggregate liquidation preferences preferential amount of shares of Preferred Stock outstanding as of the respective series, and ratably among date of the distribution upon the occurrence of such event. After payment has been made to the holders of that series in proportion to the amount of such stock owned by each such holder. b. After the distributions described in subsection (a) above have been paid, the remaining assets Preferred Stock of the corporation available for distribution full preferential amounts to stockholders which they shall be distributed among entitled, the holders of Series A Preferred Stock, Series B Preferred Stock and the Common Stock pro rata shall be entitled to share ratably in the remaining assets, based on the number of shares of Common Stock held by each (assuming conversion of all such Series A Preferred Stock and Series B Preferred Stock)held. c. A consolidation or merger (d) For purposes of this corporation Section 4, a merger or consolidation of the Corporation with or into any other corporation or corporations, or a salethe merger of any other corporation or corporations into the Corporation, conveyance or disposition the sale of all or substantially all of the assets of this the Corporation, or any other corporate reorganization, in which consolidation, merger, sale of assets or reorganization the stockholders of the Corporation receive distributions in cash or securities of another corporation or corporations as a result of such consolidation, merger, sale of assets or reorganization, shall be treated as a Liquidation Event unless the effectuation by the corporation stockholders of a transaction this Corporation immediately prior to such consolidation, merger, sale of assets or series of related transactions in which reorganization hold or control more than fifty percent (50% %) of the voting power equity securities of the successor or surviving corporation is disposed immediately following such consolidation, merger, sale of (excluding the issuance assets or reorganization, in which case such consolidation, merger, sale of shares of Series A Preferred Stock pursuant to the Series A Preferred Stock Purchase Agreement and the issuance of Series B Preferred Stock pursuant to the Series B Preferred Stock Purchase Agreement), assets or reorganization shall not be deemed to be treated as a liquidation, dissolution or winding up within the meaning of this Section 2Liquidation Event.

Liquidation Preference. a. 10.1 In the event of any liquidationLiquidation Event before the Qualified Initial Public Offering, dissolution or winding up of this corporation, either voluntary or involuntary, distributions to the holders of Series A Preferred Stock and Series B Preferred Stock Shareholders shall be entitled to receive, prior made in the following manner (after satisfaction of all creditors’ claims and claims that may be preferred by Law): (a) Prior and in preference to any distribution of any of the assets or surplus funds of this corporation the Company to the holders of Common Stock the Ordinary Shares and any other Shareholders or any other class or series of shares by reason of their ownership thereofof such shares, an each Investor shall be entitled to receive the amount per share equal to the sum of (i) $2.00 for each outstanding share of Series A Preferred Stock, (subject to appropriate adjustments for stock splits, stock dividends, combinations or other recapitalizations and hereafter referred to as the "Original Series A Issue Price"), (ii) $4.43 for each outstanding share of Series B Preferred Stock (subject to appropriate adjustments for stock splits, stock dividends, combinations or other recapitalizations and hereafter referred to as the "Original Series B Issue Price"), and (iii) an amount equal to declared but unpaid dividends on such share of Series A Preferred Stock or Series B Preferred Stock, as applicable. If upon the occurrence of such event, the assets and funds thus distributed among the holders Price × number of the Series A Preferred Stock and Shares held by such Investor (the “Series B Preferred Stock shall be insufficient to permit A Principal Preference Amount”). (b) After the payment to such holders of the full aforesaid preferential amounts, then, the entire assets and funds of the corporation legally available for distribution shall be distributed ratably among the holders of the Series A Principal Preference Amount, each Investor shall be entitled to receive the amount equal to the number of Series A Preferred Stock Shares held by it× (IP × (0.12) ×N) (WHERE IP = Series A Issue Price, and N = the number of calendar days that have elapsed since the Series A Original Issue Date divided by 365 days until the date when the payment in this Subsections (a) and (b) are fully paid) (the “Series A Interest Preference Amount”). (c) After the payment of the Series A Principal Preference Amount and the Series B Preferred Stock in proportion to the aggregate liquidation preferences of the respective series, and ratably among the holders of that series in proportion to the amount of such stock owned by each such holder. b. After the distributions described in subsection (a) above have been paidA Interest Preference Amount, the remaining assets of the corporation Company available for distribution to stockholders the Shareholders, if any, shall be distributed among to all the holders of Series A Preferred Stock, Series B Preferred Stock and Common Stock Shareholders (including the Investors) on a pro rata and as-converted basis based on the number of shares of Common Stock the Shares held by each (assuming conversion relative to the total number of the Shares held by all such Series A Preferred Stock and Series B Preferred Stock)the Shareholders. c. A consolidation or merger 10.2 Notwithstanding any other provision of this corporation with or into Section 10, and subject to any other corporation or corporations, or a sale, conveyance or disposition of all or substantially all of the assets applicable provisions of this corporation or the effectuation by the corporation of a transaction or series of related transactions in which more than 50% of the voting power of the corporation is disposed of (excluding the issuance of shares of Series A Preferred Stock pursuant to the Series A Preferred Stock Purchase Agreement and the issuance Memorandum and Articles, the Company may at any time, out of Series B Preferred Stock funds legally available therefor, repurchase the Ordinary Shares of the Company issued to or held by employees or officers of the Company or its subsidiaries upon termination of their employment or services pursuant to any agreement approved by the Series B Preferred Stock Purchase Agreement), shall be deemed Board. 10.3 In the event the Company proposes to be a distribute assets other than cash in connection with any liquidation, dissolution or winding up within of the meaning Company, the value of the assets to be distributed to the Investors and holders of the Ordinary Shares shall be determined in good faith by the Board. Any securities not subject to investment letter or similar restrictions on free marketability shall be valued as follows: (a) If traded on a securities exchange, the value shall be deemed to be the average of the security’s closing prices on such exchange over the thirty (30) day period ending one (1) day prior to the distribution; (b) If traded over-the-counter, the value shall be deemed to be the average of the closing bid prices over the thirty (30) day period ending three (3) days prior to the distribution; and (c) If there is no active public market, the value shall be the fair market value thereof as determined in good faith by the Board (including affirmative vote from the Series A Director). 10.4 The method of valuation of securities subject to investment letter or other restrictions on free marketability shall be adjusted to make an appropriate discount from the market value determined as above in Subsections (a), (b) or (c) to reflect the fair market value thereof as determined in good faith by the Board. The Investors shall have the right to challenge any determination by the Board of fair market value pursuant to this Section 210, in which case the determination of fair market value shall be made by an independent appraiser selected jointly by the Board and the challenging parties, the cost of such appraisal to be borne by the Company. 10.5 The liquidation preference set forth in this Section 10 above shall terminate on the Qualified Initial Public Offering.

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

Liquidation Preference. a. In the event of any liquidation, dissolution or winding up of this corporationthe Corporation, either voluntary or involuntary, distributions to the shareholders of the Corporation shall be made in the following manner: (a) The holders of Series A Preferred Stock and Series B the Preferred Stock shall be entitled to receive, prior and in preference to any distribution of any of the assets or surplus funds of this corporation the Corporation to the holders of the Common Stock by reason of their ownership thereofof such stock, an the amount per share equal to $250.00 (adjusted for any subdivisions, combinations, consolidations or stock distributions or stock dividends with respect to the sum of Preferred Stock) (ithe "Initial Preferred Stock Price") $2.00 for each outstanding share of Series A Preferred Stock, (subject to appropriate adjustments for stock splits, stock dividends, combinations or other recapitalizations and hereafter referred to as the "Original Series A Issue Price"), (ii) $4.43 for each outstanding share of Series B Preferred Stock (subject to appropriate adjustments for stock splitsthen held by them and, stock dividendsin addition, combinations or other recapitalizations and hereafter referred to as the "Original Series B Issue Price"), and (iii) an amount equal to declared but all cumulated and unpaid dividends on such share of Series A Preferred Stock or Series B the Preferred Stock, as applicable. If upon the occurrence of such eventa liquidation, dissolution or winding up of the Corporation the assets and funds thus distributed among the holders of the Series A Preferred Stock and the Series B Preferred Stock shall be insufficient to permit the payment to such holders of the full aforesaid preferential amountsamount, then, then the entire assets and funds of the corporation Corporation legally available for distribution shall be distributed ratably among the holders of the Series A Preferred Stock and on a pro rata basis, based upon the Series B number of shares of Preferred Stock in proportion to the aggregate liquidation preferences of the respective series, and ratably among the holders of that series in proportion to the amount of such stock owned then held by each such holder. b. (b) After setting apart or paying in full the distributions described in subsection (a) above have been paidpreferential amounts due pursuant to Section 2(a), the remaining assets of the corporation Corporation available for distribution to stockholders shareholders, if any, shall be distributed among to the holders of Series A Preferred Stock, Series B Preferred Stock and the Common Stock on a pro rata basis, based on the number of shares of Common Stock then held by each (assuming conversion of all such Series A Preferred Stock and Series B Preferred Stock)holder on an as-converted basis. c. A (c) The occurrence of any of the following events: (i) the consummation of (x) an acquisition of the Corporation by another corporation or entity by merger, consolidation or merger other reorganization in which the holders of this corporation with the Corporation's outstanding voting stock immediately prior to such transaction own, directly or into any other indirectly, immediately following such merger, consolidation or reorganization, shares representing less than 50% of the combined voting power of the outstanding voting securities of the corporation or corporationsother entity resulting from such merger, consolidation or reorganization; or (y) any sale, lease, exchange or other transfer (in one transaction or a sale, conveyance or disposition series of related transactions) of all or substantially all of the assets of this corporation the Corporation; or (ii) the effectuation by shareholders of the corporation Corporation approve a plan or proposal for the liquidation or dissolution of a transaction the Corporation; or series (iii) any 'person' (as defined in Section 13(d) or 14(d) of related transactions the Securities Exchange Act of 1934, as amended (the "Exchange Act") shall become the 'beneficial owner' (as defined in which more than Rule 13d-3 under the Exchange Act) directly or indirectly of 50% or more of the voting power of the corporation is disposed of Corporation's outstanding Common Stock (excluding the issuance of shares of Series A Preferred Stock pursuant to the Series A Preferred Stock Purchase Agreement and the issuance of Series B Preferred Stock pursuant to the Series B Preferred Stock Purchase Agreementeach, a "Liquidity Event"), shall be deemed to be a liquidation, dissolution or winding up within the meaning of this Section 2. (d) Notwithstanding any other provision of this Section 2, the Corporation may at any time, out of funds legally available therefor, repurchase shares of Common Stock of the Corporation issued to or held by employees, officers or consultants of the Corporation or its subsidiaries upon termination of their employment or services, pursuant to any agreement providing for such right of repurchase, whether or not dividends on the Preferred Stock shall have been declared and funds set aside therefor and such repurchases shall not be subject to the liquidation preferences of the Preferred Stock. (e) In the event the Corporation proposes to distribute assets other than cash in connection with any liquidation, dissolution or winding up of the Corporation, the value of the assets to be distributed to the holder of shares of Preferred Stock and Common Stock shall be determined in good faith by the Board of Directors. Any securities not subject to investment letter or similar restrictions on free marketability shall be valued as follows: (i) If traded on the Nasdaq Stock Market or another securities exchange, the value shall be deemed to be the average of the security's closing prices on Nasdaq or such exchange over the thirty trading (30) day period ending on and including the day immediately preceding the distribution; and (ii) If actively traded over-the-counter, the value shall be deemed to be the average of the closing bid prices over the thirty trading (30) day period ending on and including the day immediately preceding the distribution. The method of valuation of securities subject to investment letter or other restrictions on free marketability shall be adjusted to make an appropriate discount from the market value determined as in clauses (i) or (ii) to reflect the fair market value thereof as determined in good faith by the Board of Directors, which determination shall be final and conclusive.

Liquidation Preference. a. In the event of any liquidation, dissolution dissolution, or winding up of this corporationthe Corporation, either voluntary or involuntary, distributions to the stockholders of the Corporation shall be made in the following manner: (a) The holders of Series A Preferred Stock and the Series B Preferred Stock and Series C Preferred shall be entitled to receive, prior and in preference to any distribution of any of the assets or surplus funds of this corporation the Corporation to the holders of the Series A Preferred and the Common Stock by reason of their ownership thereofof such stock, an the amount per share equal to the sum greater of (i) $2.00 the Original Purchase Price per share for each outstanding share of Series A Preferred Stock, (subject to appropriate adjustments for stock splits, stock dividends, combinations or other recapitalizations and hereafter referred to as the "Original Series A Issue Price"), (ii) $4.43 for each outstanding share of Series B Preferred and Series C Preferred Stock (subject then held by them, adjusted for any combinations, consolidations, or stock splits with respect to appropriate adjustments for stock splitssuch shares and, stock dividendsin addition, combinations or other recapitalizations and hereafter referred to as the "Original Series B Issue Price"), and (iii) an amount equal to all declared but unpaid dividends on such share series Preferred and (ii) the amount such holders would receive upon conversion of Series A Preferred Stock or the shares of Series B Preferred Stockand Series C Preferred held by them into shares of Common Stock immediately prior to such liquidation, as applicabledissolution or winding up of the Corporation and assuming all shares of Preferred Stock convert into shares of Common Stock at their respective Conversion Rates. If upon the occurrence of such event, the assets and funds thus distributed among the holders of the Series A Preferred Stock and the Series B Preferred Stock and Series C Preferred shall be insufficient to permit the payment to such holders of the full aforesaid preferential amountsamount, then, then the entire assets and funds of the corporation Corporation legally available for distribution shall be distributed ratably among the holders of the Series A Preferred Stock and the Series B Preferred Stock in proportion to the aggregate liquidation preferences of the respective series, and ratably among the holders of that series in proportion to the amount of such stock owned by each such holder. b. After the distributions described in subsection (a) above have been paid, the remaining assets of the corporation available for distribution to stockholders shall be distributed among the holders of Series B Preferred and Series C Preferred in proportion to the full preferential amount each such holder is otherwise entitled to receive. (b) After payment has been made to the holders of the Series B Preferred and Series C Preferred of the full amounts to which they shall be entitled as provided in paragraph (a), the holders of the Series A Preferred Stockshall be entitled to receive prior and in preference to any (c) After payment has been made to the holders of the Series A Preferred, Series B Preferred Stock and Series C Preferred of the full amounts to which they shall be entitled as provided in paragraphs (a) and (b) above, the holders of the Common Stock pro rata based shall be entitled to receive ratably on a per-share basis all the number remaining assets of shares the Corporation. For the purposes of Common Stock held by each this Section 2 and Section 4, the "Original Purchase Price" (assuming conversion of all such i) for the Series A Preferred Stock and shall be $0.75, (ii) for the Series B Preferred Stock)shall be $0.75, and (iii) for the Series C Preferred shall be $1.117647. c. A consolidation or merger (d) For purposes of this corporation Section 2, a merger or consolidation of the Corporation with or into any other corporation or corporations, or the merger of any other corporation or corporations into the Corporation, in which consolidation or merger the stockholders of the Corporation receive distributions in cash or securities of another corporation or corporations as a saleresult of such consolidation or merger, conveyance or disposition a sale of all or substantially all of the assets of this corporation the Corporation, or the effectuation by the corporation of a transaction or series of related transactions in which a person or group of persons (as defined in Rule 13d-5(b)(1) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")) acquires beneficial ownership (as determined in accordance with Rule 13d-3 of the Exchange Act) of more than 50% of the voting power of the corporation is disposed of (excluding the issuance of shares of Series A Preferred Stock pursuant to the Series A Preferred Stock Purchase Agreement and the issuance of Series B Preferred Stock pursuant to the Series B Preferred Stock Purchase Agreement), Company shall be deemed to be treated as a liquidation, dissolution or winding up within of the meaning Corporation. The Corporation shall provide written notice of any such liquidation, dissolution, winding up, merger, consolidation, sale of assets, or acquisition of beneficial ownership of the Corporation as provided in Section 4(g) hereof. Notwithstanding anything else contained herein to the contrary, each holder of Preferred shall have the right to convert the shares of Preferred held into Common Stock as provided in Section 4(a) hereof. Notwithstanding anything else contained herein to the contrary, a consolidation, merger or sale of all or substantially all assets will not be treated as a liquidation, dissolution or winding up of this Section 2Corporation unless the Corporation's stockholders of record as constituted immediately prior to such transaction will, immediately after such transaction hold less than 50% of the voting power of the surviving or acquiring entity.

Liquidation Preference. a. (a) In the event of any liquidation, dissolution or winding up of this corporationthe Corporation, either whether voluntary or involuntary, the holders of the Series A Preferred Stock and Series B P Preferred Stock shall be entitled to receive, prior and in preference to any distribution of any of the assets or surplus funds of this corporation the Corporation to the holders of shares of Common Stock by reason of their ownership thereof, an the amount of $10.00 per share equal to the sum of (i) $2.00 as adjusted for each outstanding share of Series A Preferred Stock, (subject to appropriate adjustments for stock splits, any stock dividends, combinations or other recapitalizations and hereafter referred splits with respect to as the "Original Series A Issue Price"such shares), (ii) $4.43 for each outstanding share of Series B Preferred Stock (subject to appropriate adjustments for stock splits, stock dividends, combinations plus all accrued or other recapitalizations and hereafter referred to as the "Original Series B Issue Price"), and (iii) an amount equal to declared but unpaid dividends on such shares for each share of Series A P Preferred Stock or Series B Preferred Stock, as applicablethen held by them. If upon the occurrence of such event, the assets and funds thus distributed among the holders of the Series A Preferred Stock and the Series B P Preferred Stock shall be insufficient to permit the payment to such holders of the full aforesaid preferential amountsamount, then, then the entire assets and funds of the corporation Corporation legally available for distribution shall be distributed ratably among the holders of the Series A P Preferred Stock and the Series B holders of any other shares of Preferred Stock of the Corporation in proportion to the aggregate liquidation preferences of the respective series, and ratably among preferential amount each such holder is otherwise entitled to receive. (b) After payment to the holders of that series the Series P Preferred Stock of the amounts set forth in proportion Section 2(a) above, and the payment to the amount holders of any other series of Preferred Stock of the Corporation of any liquidation preferences for such stock owned by each such holder. b. After the distributions described in subsection (a) above have been paidadditional series of Preferred Stock, the entire remaining assets and funds of the corporation Corporation legally available for distribution to stockholders distribution, if any, shall be distributed among the holders of Series A Preferred Stock, Series B Preferred Stock and the Common Stock pro rata based on in proportion to the number of shares of Common Stock then held by each (assuming conversion of all such Series A Preferred Stock and Series B Preferred Stock)them. c. A consolidation (c) Whenever the distribution provided for in this Section 2 shall be payable in securities or merger property other than cash, the value of this corporation with such distribution shall be the fair market value of such securities or into any other corporation or corporations, or a sale, conveyance or disposition of all or substantially all of the assets of this corporation or the effectuation property as determined in good faith by the corporation Board of a transaction or series of related transactions in which more than 50% of the voting power of the corporation is disposed of (excluding the issuance of shares of Series A Preferred Stock pursuant to the Series A Preferred Stock Purchase Agreement and the issuance of Series B Preferred Stock pursuant to the Series B Preferred Stock Purchase Agreement), shall be deemed to be a liquidation, dissolution or winding up within the meaning of this Section 2Directors.

Liquidation Preference. a. (a) In the event of any liquidation, dissolution or winding up of this corporationthe Company ("Liquidation Event"), either voluntary or involuntary, the holders Holders of shares of Series A Preferred Stock and Series B Convertible Preferred Stock shall be entitled to receive, immediately after any distributions to Senior Securities required by the Company's Certificate of Incorporation or any certificate of designation, and prior and in preference to any distribution of to Junior Securities but in parity with any of the assets of this corporation distribution to the holders of Common Stock by reason of their ownership thereofParity Securities, an amount per share equal to the sum of (i) $2.00 for each outstanding share of Series A Preferred Stock, (subject to appropriate adjustments for stock splits, stock dividends, combinations or other recapitalizations 62.50 and hereafter referred to as the "Original Series A Issue Price"), (ii) $4.43 for each outstanding share of Series B Preferred Stock (subject to appropriate adjustments for stock splitsall accrued and unpaid dividends thereon, stock dividends, combinations whether or other recapitalizations and hereafter referred to as the "Original Series B Issue Price")not earned or declared, and (iii) an amount equal to declared but unpaid dividends on such share of Series A Preferred Stock or Series B Preferred Stock, as applicableno more. If upon the occurrence of such event, and after payment in full of the preferential amounts with respect to the Senior Securities, the assets and funds thus available to be distributed among the holders Holders of the Series A Preferred Stock and the Series B Convertible Preferred Stock shall be insufficient to permit the payment to such holders Holders of the full aforesaid preferential amounts, then, amounts due to the Holders of the Series A Convertible Preferred Stock then the entire assets and funds of the corporation Company legally available for distribution shall be distributed ratably among the holders Holders of the Series A Convertible Preferred Stock Stock, pro rata, based on the respective liquidation amounts to which the Holders of each such series are entitled by the Company's Articles of Incorporation and any certificate(s) of designation relating thereto. A Business Combination Event shall be considered a Liquidation Event unless otherwise agreed by the Holders of the Series B A Convertible Preferred Stock in proportion to Stock. (b) Upon the aggregate liquidation preferences completion of the respective seriesdistribution required by subsection 4(a), and ratably among the holders of that series if assets remain in proportion to the amount of such stock owned by each such holder. b. After the distributions described in subsection (a) above have been paidthis Company, the remaining assets of the corporation available for distribution to stockholders they shall be distributed among the to holders of Series A Preferred Stock, Series B Preferred Stock and Common Stock pro rata based on Junior Securities in accordance with the number Company's Articles of shares of Common Stock held by each (assuming conversion of all such Series A Preferred Stock and Series B Preferred StockIncorporation including any duly adopted certificate(s). c. A consolidation or merger of this corporation with or into any other corporation or corporations, or a sale, conveyance or disposition of all or substantially all of the assets of this corporation or the effectuation by the corporation of a transaction or series of related transactions in which more than 50% of the voting power of the corporation is disposed of (excluding the issuance of shares of Series A Preferred Stock pursuant to the Series A Preferred Stock Purchase Agreement and the issuance of Series B Preferred Stock pursuant to the Series B Preferred Stock Purchase Agreement), shall be deemed to be a liquidation, dissolution or winding up within the meaning of this Section 2.

Liquidation Preference. a. In the event of Upon any liquidation, dissolution or winding winding-up of this corporationthe Company (any such event, either a “Liquidation”), whether voluntary or involuntary, the holders each holder of shares of Series A Preferred Stock and Series B Convertible Preferred Stock shall be entitled to receive, prior after payment to the Series C Non-Convertible Preferred Stock as provided in the Certificate of Designation of Series C Non-Convertible Preferred Stock, but on par with Series A Convertible Preferred Stock and in preference to any distribution of any of the assets of this corporation to the holders of Common Stock by reason of their ownership thereofStock, an amount per share of cash equal to the sum greater of (i) $2.00 for each outstanding share the product of Series A Preferred Stock, (subject to appropriate adjustments for stock splits, stock dividends, combinations or other recapitalizations and hereafter referred to as the "Original Series A Issue Price"), (ii) $4.43 for each outstanding share of Series B Preferred Stock (subject to appropriate adjustments for stock splits, stock dividends, combinations or other recapitalizations and hereafter referred to as the "Original Series B Issue Price"), and (iii) an amount equal to declared but unpaid dividends on such share of Series A Preferred Stock or Series B Preferred Stock, as applicable. If upon the occurrence of such event, the assets and funds thus distributed among the holders of the Series A Preferred Stock and the Series B Preferred Stock shall be insufficient to permit the payment to such holders of the full aforesaid preferential amounts, then, the entire assets and funds of the corporation legally available for distribution shall be distributed ratably among the holders of the Series A Preferred Stock and the Series B Preferred Stock in proportion to the aggregate liquidation preferences of the respective series, and ratably among the holders of that series in proportion to the amount of such stock owned by each such holder. b. After the distributions described in subsection (a) above have been paid, the remaining assets of the corporation available for distribution to stockholders shall be distributed among the holders of Series A Preferred Stock, Series B Preferred Stock and Common Stock pro rata based on the number of shares of Series B Convertible Preferred Stock then held by such holder, multiplied by the original issue price; and (ii) the amount that would be payable to such holder in the Liquidation in respect of Common Stock held by each (assuming issuable upon conversion of such shares of Series B Convertible Preferred Stock if all outstanding shares of Series B Convertible Preferred Stock were converted into Common Stock immediately prior to the Liquidation (disregarding for this purpose any and all limitations of any kind on such conversion). The Series B Convertible Preferred Stock ranks (i) on par with the Common Stock and Series A Convertible Preferred Stock and junior to Series B C Non-Convertible Preferred Stock as to dividend rights and (ii) junior to Series C Non-Convertible Preferred Stock). c. A consolidation or merger of this corporation , on par with or into any other corporation or corporations, or a sale, conveyance or disposition of all or substantially all of the assets of this corporation or the effectuation by the corporation of a transaction or series of related transactions in which more than 50% of the voting power of the corporation is disposed of (excluding the issuance of shares of Series A Convertible Preferred Stock pursuant and senior to the Series A Preferred Common Stock Purchase Agreement and the issuance as to distributions of Series B Preferred Stock pursuant to the Series B Preferred Stock Purchase Agreement), shall be deemed to be a assets upon liquidation, dissolution or winding up within of the meaning Corporation, whether voluntarily or involuntarily. See “Voting Rights—Matters Requiring Approval of this Section 2Holders of Series B Convertible Preferred Stock” for a description of the types of issuances of equity securities and other securities of our company requiring approval of holders of a majority of shares of Series B Convertible Preferred Stock then outstanding, voting together as a class.

Liquidation Preference. a. (a) In the event of any liquidation, dissolution or winding up of this corporationthe Corporation, either whether voluntary or involuntary, the holders of the Series A Preferred Stock and Series B Preferred Stock shall be entitled to receive, prior and in preference to any distribution of any of the assets or surplus funds of this corporation the Corporation to the holders of the Common Stock by reason of their ownership thereof, an amount per share equal to the sum of (iA) $2.00 100.00 for each outstanding share of Series A Preferred Stock, Stock (subject to appropriate adjustments for stock splits, stock dividends, combinations or other recapitalizations and hereafter referred to as the "Original Issue Price" for the Series A Issue Price"), (iiPreferred Stock) $4.43 for each outstanding share of Series B Preferred Stock (subject to appropriate adjustments for stock splits, stock dividends, combinations or other recapitalizations and hereafter referred to as the "Original Series B Issue Price"), and (iiiB) an amount equal to declared but unpaid dividends on such share of Series A Preferred Stock or Series B Preferred Stock, as applicableshare. If upon the occurrence of such event, the assets and funds thus distributed among the holders of the Series A Preferred Stock and the Series B Preferred Stock shall be insufficient to permit the payment to such holders of the full aforesaid preferential amountsamount, then, then the entire assets and funds of the corporation Corporation legally available for distribution shall be distributed ratably among the holders of the Series A Preferred Stock and the Series B Preferred Stock in proportion to the aggregate liquidation preferences preferential amount of the respective series, and ratably among each such holder is otherwise entitled to receive. (b) After payment to the holders of that series the Series A Preferred Stock of the amounts set forth in proportion to the amount of such stock owned by each such holder. b. After the distributions described in subsection (aSection 3(a) above have been paidabove, the entire remaining assets and funds of the corporation Corporation legally available for distribution to stockholders distribution, if any, shall be distributed among the holders of Series A Preferred Stock, Series B Preferred Stock and the Common Stock pro rata based on in proportion to the number of shares of Common Stock then held by each (assuming conversion of all such Series A Preferred Stock and Series B Preferred Stock)them. c. A consolidation (c) For purposes of the Section (3), (I) any acquisition of the Corporation by means of merger or merger other form of this corporation with corporate reorganization in which outstanding shares of the Corporation are exchanged for securities or into any other consideration, issued, or caused to be issued, by the acquiring corporation or corporations, its subsidiary (other than a mere reincorporation transaction) and following which the stockholders of the Corporation immediately prior to such transaction own less than a majority of the voting shares of the surviving corporation or (ii) a sale, conveyance or disposition sale of all or substantially all of the assets of this corporation or the effectuation by the corporation of a transaction or series of related transactions in which more than 50% of the voting power of the corporation is disposed of (excluding the issuance of shares of Series A Preferred Stock pursuant to the Series A Preferred Stock Purchase Agreement and the issuance of Series B Preferred Stock pursuant to the Series B Preferred Stock Purchase Agreement)Corporation, shall be deemed to be treated as a liquidation, dissolution or winding up within of the meaning Corporation and shall entitle the holders of Series A Preferred Stock to receive at the closing in cash, securities or other property (valued as provided in Section (3)(d) below) amounts as specified in Section (3)(a) above. (d) Whenever the distribution provided for in this Section 2(3) shall be payable in securities or property other than cash, the value of such distribution shall be the fair market value of such securities or other property as determine4d in good faith by the Board of Directors.

Liquidation Preference. a. (a) In the event of any the liquidation, dissolution or winding up of this corporationthe affairs of the Company, either whether voluntary or involuntary, after payment or provision for payment of the debts and other liabilities of the Company, the holders of shares of the Series A C Preferred Stock and Series B Preferred Stock then outstanding shall be entitled to receive, prior and in preference to any distribution of any out of the assets of this corporation the Company, whether such assets are capital or surplus of any nature, before any payment shall be made or any assets distributed to the holders of the Common Stock by reason or any other Junior Stock (but pari passu with any payment to holders of their ownership thereofSeries B Convertible Preferred Stock), an amount per share equal to the sum of (i) $2.00 for each outstanding share of Series A C Preferred Stock, (subject Stock calculated by taking the total amount available for distribution to appropriate adjustments holders of all the Company’s outstanding Common Stock before deduction of any preference payments for stock splits, stock dividends, combinations or other recapitalizations and hereafter referred to as the "Original Series A Issue Price"), (ii) $4.43 for each outstanding share of Series B Preferred Stock (subject to appropriate adjustments for stock splits, stock dividends, combinations or other recapitalizations and hereafter referred to as the "Original Series B Issue Price"), and (iii) an amount equal to declared but unpaid dividends on such share of Series A Convertible Preferred Stock or Series B C Preferred Stock, as applicable. If upon divided by the occurrence total of such event(x) all of the then outstanding shares of the Company’s Common Stock, plus (y) all of the assets and funds thus distributed among shares of the holders Company’s Common Stock into which all of the outstanding shares of the Series A B Convertible Preferred Stock and the Series B C Preferred Stock shall can be insufficient to permit the payment to such holders of the full aforesaid preferential amounts, then, the entire assets and funds of the corporation legally available for distribution shall be distributed ratably among the holders of the Series A Preferred Stock and the Series B Preferred Stock in proportion to the aggregate liquidation preferences of the respective seriesconverted, and ratably among then (z) multiplying the holders of that series in proportion to the amount of such stock owned sum so obtained by each such holder. b. After the distributions described in subsection (a) above have been paid, the remaining assets of the corporation available for distribution to stockholders shall be distributed among the holders of Series A Preferred Stock, Series B Preferred Stock and Common Stock pro rata based on the number of shares of Common Stock held by each (assuming conversion into which such share of all such Series A C Preferred Stock and could then be converted (the “Liquidation Preference Amount”). The liquidation payment with respect to each outstanding fractional share of Series B C Preferred Stock shall be equal to a ratably proportionate amount of the liquidation payment with respect to each outstanding share of Series C Preferred Stock. All payments for which this Section 4(a) provides shall be in cash, property (valued at its fair market value as determined by an independent appraiser reasonably acceptable to the holders of a majority of the Series C Preferred Stock), or a combination thereof; provided, however, that no cash shall be paid to holders of Junior Stock unless each holder of the outstanding shares of Series C Preferred Stock has been paid in cash the full Liquidation Preference Amount to which such holder is entitled as provided herein. After payment of the full Liquidation Preference Amount to which each holder is entitled, such holders of shares of Series C Preferred Stock will not be entitled to any further participation as such in any distribution of the assets of the Company. c. (b) A consolidation or merger of this corporation the Company with or into any other corporation or corporations, or a sale, conveyance or disposition sale of all or substantially all of the assets of this corporation the Company, or the effectuation by the corporation Company of a transaction or series of related transactions in which more than 50% of the voting power shares of the corporation Company is disposed of (excluding or conveyed, shall be, at the issuance election of shares the holders of Series A Preferred Stock pursuant to a majority of the Series A C Preferred Stock Purchase Agreement and Stock, deemed to be a liquidation, dissolution, or winding up within the issuance meaning of Series B Preferred Stock pursuant to the Series B Preferred Stock Purchase Agreement)this Section 4; provided, however, that any such transaction shall not be deemed to be a liquidation, dissolution or winding up within unless such transaction is approved by the meaning Board of Directors of the Company and the holders of the Series C Preferred Stock do not control the Board of Directors. In the event of the merger or consolidation of the Company with or into another corporation that is not treated as a liquidation pursuant to this Section 24(b), the Series C Preferred Stock shall maintain its relative powers, designations and preferences provided for herein (including any adjustment required under Section 5(c)(v) hereof) and no merger shall result inconsistent therewith. (c) Written notice of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Company, stating a payment date and the place where the distributable amounts shall be payable, shall be given by mail, postage prepaid, no less than forty-five (45) days prior to the payment date stated therein, to the holders of record of the Series C Preferred Stock at their respective addresses as the same shall appear on the books of the Company.

Liquidation Preference. a. In the event of Upon any voluntary or involuntary liquidation, dissolution or winding up of this corporationus, either voluntary or involuntaryno distribution shall be made to the holders of shares of stock ranking junior to the Series E Preferred Stock unless, prior thereto, the holders of shares of Series A E Preferred Stock shall have received an amount equal to $1,000 per share of Series E Preferred Stock, plus an amount equal to accrued and unpaid dividends and distributions thereon, whether or not declared, to the date of such payment (the “Series E Liquidation Preference”). Following the payment of the full amount of the Series E Liquidation Preference, no additional distributions shall be made to the holders of shares of Series E Preferred Stock unless, prior thereto, the holders of shares of Common Stock shall have received an amount per share (the “Common Adjustment”) equal to the quotient obtained by dividing (i) the Series E Liquidation Preference by (ii) 1,000 (as appropriately adjusted as set forth in our charter to reflect such events as stock splits, stock dividends and recapitalizations with respect to the Common Stock) (such number in clause (ii), the “Adjustment Number”). Following the payment of the full amount of the Series E Liquidation Preference and the Common Adjustment in respect of all outstanding shares of Series E Preferred Stock and Common Stock, respectively, holders of Series B E Preferred Stock and holders of shares of Common Stock shall receive their ratable and proportionate share of the remaining assets to be distributed in the ratio of the Adjustment Number to 1 with respect to such Preferred Stock and Common Stock, on a per share basis, respectively. In the event, however, that there are not sufficient assets available to permit payment in full of the Series E Liquidation Preference and the liquidation preferences of all other series of preferred stock, if any, which rank on a parity with the Series E Preferred Stock, then such remaining assets shall be entitled distributed ratably to receivethe holders of such parity shares in proportion to their respective liquidation preferences. In the event, prior and however, that there are not sufficient assets available to permit payment in preference to any distribution of any full of the Common Adjustment, then such remaining assets of this corporation shall be distributed ratably to the holders of Common Stock by reason of their ownership thereof, an amount per share equal to the sum of (i) $2.00 for each outstanding share of Series A Preferred Stock, (subject to appropriate adjustments for stock splits, stock dividends, combinations or other recapitalizations and hereafter referred to as the "Original Series A Issue Price"), (ii) $4.43 for each outstanding share of Series B Preferred Stock (subject to appropriate adjustments for stock splits, stock dividends, combinations or other recapitalizations and hereafter referred to as the "Original Series B Issue Price"), and (iii) an amount equal to declared but unpaid dividends on such share of Series A Preferred Stock or Series B Preferred Stock, as applicable. If upon the occurrence of such event, the assets and funds thus distributed among the holders of the Series A Preferred Stock and the Series B Preferred Stock shall be insufficient to permit the payment to such holders of the full aforesaid preferential amounts, then, the entire assets and funds of the corporation legally available for distribution shall be distributed ratably among the holders of the Series A Preferred Stock and the Series B Preferred Stock in proportion to the aggregate liquidation preferences of the respective series, and ratably among the holders of that series in proportion to the amount of such stock owned by each such holder. b. After the distributions described in subsection (a) above have been paid, the remaining assets of the corporation available for distribution to stockholders shall be distributed among the holders of Series A Preferred Stock, Series B Preferred Stock and Common Stock pro rata based on the number of shares of Common Stock held by each (assuming conversion of all such Series A Preferred Stock and Series B Preferred Stock). c. A consolidation or merger of this corporation with or into any other corporation or corporations, or a sale, conveyance or disposition of all or substantially all of the assets of this corporation or the effectuation by the corporation of a transaction or series of related transactions in which more than 50% of the voting power of the corporation is disposed of (excluding the issuance of shares of Series A Preferred Stock pursuant to the Series A Preferred Stock Purchase Agreement and the issuance of Series B Preferred Stock pursuant to the Series B Preferred Stock Purchase Agreement), shall be deemed to be a liquidation, dissolution or winding up within the meaning of this Section 2.

Liquidation Preference. a. A. In the event of any liquidation, dissolution or winding up of this corporationthe Corporation, either voluntary or involuntary, distributions to the holders stockholders of the Corporation shall be made in the following manner: (i) After payment or provision for payment of any distribution on any Senior Securities, the Holders of the Series A Preferred Stock and Series B C Preferred Stock shall be entitled to receive, on a pari passu basis with the holders of the Pari Passu Securities, and prior and in preference to any distribution of any of the assets or surplus funds of this corporation the Corporation to the holders of the Common Stock by reason of their ownership thereofof such stock, an amount per share equal to the sum of (ix) $2.00 0.02 for each outstanding share of Series A C Preferred Stock, Stock then held by them (subject to appropriate adjustments for stock splits, stock dividends, combinations or other recapitalizations and hereafter referred to as the "Original Initial Series A Issue Price"), (ii) $4.43 for each outstanding share of Series B Preferred Stock (subject to appropriate adjustments for stock splits, stock dividends, combinations or other recapitalizations and hereafter referred to as the "Original Series B Issue C Liquidation Preference Price"), and (iiiy) an amount equal to declared but all unpaid dividends on such share of the Series A Preferred Stock or Series B C Preferred Stock, as applicableif any. If upon the occurrence of such eventa liquidation, dissolution or winding up of the Corporation the assets and funds thus distributed among the holders of the Series A C Preferred Stock and the Series B Preferred Stock Pari Passu Securities shall be insufficient to permit the payment to such holders of the full aforesaid preferential amountsliquidation preference amount based on the Initial Series C Liquidation Preference Price, then, then the entire assets and funds of the corporation Corporation legally available for distribution shall be distributed ratably among the holders of the Series A C Preferred Stock and the Series B Preferred Stock Pari Passu Securities in proportion to the aggregate liquidation preferences of the respective series, and ratably among the holders of that series in proportion to the preferential amount of such stock owned by each such holderholder is otherwise entitled to receive. b. (ii) After setting apart or paying in full the distributions described in subsection preferential amounts due pursuant to Section VII (aA)(i) above have been paidabove, the remaining assets of the corporation Corporation available for distribution to stockholders stockholders, if any, shall be distributed among to the holders of the Series C Preferred Stock, the Series A Preferred Stock, Series B Preferred Stock and the Common Stock on a pro rata basis, based on the number of shares of Common Stock then held by each (assuming conversion Holder, as though all shares of all such Series C Preferred Stock and Series A Preferred Stock and Series B Preferred Stock). c. A consolidation or merger of this corporation with or had been converted into any other corporation or corporations, or a sale, conveyance or disposition of all or substantially all of the assets of this corporation or the effectuation by the corporation of a transaction or series of related transactions in which more than 50% of the voting power of the corporation is disposed of (excluding the issuance of shares of Series A Preferred Common Stock pursuant immediately prior to the Series A Preferred Stock Purchase Agreement and the issuance date of Series B Preferred Stock pursuant to the Series B Preferred Stock Purchase Agreement), shall be deemed to be a liquidation, dissolution or winding up within the meaning of this Section 2such distribution.

Liquidation Preference. a. (a) In the event of any liquidation, dissolution dissolution, or winding up of this corporationthe Corporation, either voluntary or involuntary, distributions to the stockholders of the Corporation shall be made in the following manner: (i) The holders of Series A Preferred Stock and Series B Preferred Stock shall be entitled to receive, prior and in preference to any distribution of any of the assets or surplus funds of this corporation the Corporation to the holders of the Common Stock or any other class or series of stock of the Corporation by reason of their ownership thereofof such stock, an amount per for each share of Preferred Stock then held by them equal to the sum of (i) $2.00 for each outstanding 0.333 per share of Series A Preferred Stock, Stock (subject to appropriate adjustments for stock splits, stock dividends, combinations or other recapitalizations and hereafter hereinafter such amount shall be referred to as the "Original Series A Issue Price"), (ii) $4.43 for each outstanding 1.38 per share of Series B Preferred Stock (subject to appropriate adjustments for stock splits, stock dividends, combinations or other recapitalizations and hereafter hereinafter such amount shall be referred to as the "Original Series B Issue Price"), and $3.67 per share of Series C Preferred Stock (iiihereinafter such amount shall be referred to as "Original Series C Issue Price"), appropriately adjusted for any Recapitalization Event with respect to such shares; (ii) an amount equal to declared but unpaid dividends on such $0.0267 per share of Series A Preferred Stock or Stock, $0.1104 per share of Series B Preferred Stock, as applicableand $0.2936 per share of Series C Preferred Stock per annum accruing annually on the anniversary of the date of issuance of the Series A Preferred Stock, Series B Preferred Stock, or Series C Preferred Stock, respectively, and (iii) all declared and unpaid dividends thereon of the Series A Preferred Stock, the Series B Preferred Stock, and the Series C Preferred Stock, respectively. If upon the occurrence of such eventevent of liquidation, dissolution or winding up, the assets and funds thus property legally available to be distributed among the holders of the Series A Preferred Stock and the Series B Preferred Stock shall be insufficient to permit the payment to such holders of the full aforesaid preferential amountsliquidation preferences set forth in this section 2(a)(i), then, then the entire assets and funds property of the corporation Corporation legally available for distribution shall be distributed ratably among the holders of Preferred Stock. (ii) After payment has been made to the Series A holders of the Preferred Stock and the Series B Preferred Stock in proportion to the aggregate liquidation preferences of the respective seriesfull amounts to which they shall be entitled pursuant to Section 2(a)(i) above, and all remaining assets available for distribution, if any, shall be distributed, (x) first, ratably among the holders of that series in proportion to the amount of such stock owned by each such holder. b. After Common Stock and the distributions described in subsection (a) above have been paid, the remaining assets of the corporation available for distribution to stockholders shall be distributed among the holders of Series A Preferred Stock, Series B Preferred Stock and Common Series C Preferred Stock pro rata based on upon the number of shares of Common Stock then held by each (assuming for such purpose the conversion of all Preferred Stock unto Common Stock) until the holders of the Series C Preferred Stock have received under this Section 2(a)(ii) an amount (in addition to any amounts received under Section 2(a)(i)) of $1.23 per share of Common Stock then held (assuming for such purpose the conversion of Preferred Stock into Common Stock, and (y) thereafter, ratable among the holders of the Common Stock and the Series A Preferred Stock and Series B Preferred Stock based upon the number of shares of Common Stock then held (assuming for such purposes the conversion of Preferred Stock into Common Stock). c. A consolidation or merger (b) For purposes of this corporation Section 2, a merger or consolidation of the Corporation with or into any other corporation or corporations, or the merger or consolidation of any other corporation or corporations into the Corporation, shall be treated as a saleliquidation, conveyance dissolution or disposition winding up of the Corporation if as a result of such consolidation or merger, or a sale of all or substantially all of the assets of this corporation or the effectuation by the corporation Corporation holders of a transaction or series of related transactions in which more than 50% capital stock of the voting power of Corporation (but without taking into account the corporation is disposed of (excluding the issuance of shares of Series A C Preferred Stock pursuant to Stock) would receive distributions in cash or securities of another corporation or corporations of less than $3.33 per share of capital stock of the Series A Preferred Stock Purchase Agreement Corporation, on an as converted basis and the issuance of Series B Preferred Stock pursuant to the Series B Preferred Stock Purchase Agreement)appropriately adjusted for any Recapitalization Event; provided further, shall be deemed to be that any such transaction which is not treated as a liquidation, dissolution or winding up within the meaning of under this Section 22(b), the Series C Preferred Stock shall be entitled to receive the liquidation amount to which its would otherwise be entitled to under Section 2(a)(i) and (ii) and the Series A Preferred Stock and Series B Preferred Stock shall be entitled to receive the liquidation amount to which they would otherwise be entitled under Section 2(a)(i) above. The valuation of any securities or other property other than cash received by the Corporation in any transaction covered by this Section 2(b) shall be computed at the fair value thereof at the time of receipt as determined in good faith by the Board of Directors. (c) The holders of Preferred Stock shall have no priority or preference with respect to distributions made by the Corporation in connection with the repurchase of shares of Common Stock issued to or held by employees, directors or consultants upon termination of their employment or services pursuant to agreements providing for the right of said repurchase between the Corporation and such persons.