Common use of Liquidation Preference Clause in Contracts

Liquidation Preference. a. In the event of any liquidation, dissolution or winding up of the Corporation, whether voluntary or involuntary, the holders of 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 the Corporation to the holders of the Common Stock by reason of their ownership thereof, but after and subject to the payment in full of all amounts required to be distributed to the holders of the Corporation's Series A Convertible Exchangeable Preferred Stock (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] (as adjusted for any stock dividends, combinations or splits with respect to such shares) ("Series B Liquidation Preference"), respectively. 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 Series B Liquidation Preference, then the entire assets and funds of the Corporation legally available for distribution to the holders of Series B Preferred Stock shall be distributed ratably among the holders of the Series B Preferred Stock in proportion to the Series B Liquidation Preference each such holder is otherwise entitled to receive.

Liquidation Preference. a. In the event of any liquidation, dissolution or winding up of the Corporationthis corporation, whether 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 of the assets or surplus funds of the Corporation this corporation to the holders of the Common Stock by reason of their ownership thereof, but after and subject an amount per share equal to the payment in full sum of all amounts required to be distributed to the holders (i) $2.00 for each outstanding share of the Corporation's Series A Convertible Exchangeable Preferred Stock (the "Series A Preferred Stock, (subject to appropriate adjustments for stock splits, stock dividends, combinations or other recapitalizations and hereafter referred to as the "Original Series A Issue Price"), (ii) $4.43 for each outstanding share of Series B Preferred Stock (subject to appropriate adjustments for stock splits, stock dividends, combinations or other recapitalizations and any other Senior Securities ranking hereafter referred to as the "Original Series B Issue Price"), and (iii) an amount equal to declared but unpaid dividends on liquidation prior and in preference to the such share of Series A Preferred Stock or Series B Preferred Stock, the amount of $__ per share [THE PURCHASE PRICE PER SHARE FOR THE SERIES B PREFERRED STOCK] (as adjusted for any stock dividends, combinations or splits with respect to such shares) ("Series B Liquidation Preference"), respectivelyapplicable. 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 Series B Liquidation Preferencepreferential amounts, 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 Series B Liquidation Preference 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 is otherwise entitled to receiveholder.

Liquidation Preference. a. (a) In the event of any liquidation, dissolution dissolution, Deemed Liquidation (as hereinafter defined) or winding up of the Corporation, whether voluntary or involuntaryinvoluntary (a “Liquidation Event”), the holders of the Series B A 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 the Corporation to the holders of the Company's Common Stock by reason Stock, an amount per share equal to $1.507 per share of their ownership thereof, but after and subject to the payment in full of all amounts required to be distributed to the holders of the Corporation's Series A Convertible Exchangeable Preferred Stock (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] Stock (as adjusted for any stock dividends, combinations combinations, splits or splits the like with respect to such sharesshare) ("the “Series B A Liquidation Preference"), respectively. ”) If upon the occurrence of such eventa Liquidation Event, (i) the assets assets, capital and funds thus distributed among the holders of the Series B A Preferred Stock shall be insufficient to permit the payment to such holders of the full aforesaid Series B A Liquidation Preference, then the entire assets and funds of the Corporation legally available for distribution to the holders of Series B Preferred Stock shall be distributed ratably among the holders of the Series B A Preferred Stock in proportion to the aggregate Series B A Liquidation Preference each such holder is otherwise entitled to receivereceive or (ii) after payment to the holders of the Series A Preferred Stock their full Series A Liquidation Preference there shall remain assets, capital or funds of the Corporation legally available for distribution to 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 Stock shall be entitled to receive a distribution of such remaining assets, capital or funds ratably with the holders of the Common Stock as if such Series A Preferred Stock had been converted into Common Stock.

Liquidation Preference. a. (i) In the event of any liquidation, dissolution or winding up of the CorporationCompany, whether voluntary or involuntary, the holders each holder of the Series B A Preferred Stock Shares shall be entitled to receive, prior and in preference to any distribution of any of the assets or surplus funds of the Corporation Company to the holders of any other class of shares of the Common Stock Company ranked junior to the Series A Preferred Shares (including the Ordinary Shares) by reason of their such holder’s ownership thereof, but after and subject to the payment in full greater of: (A) the sum of all amounts required to be distributed to (x) the holders of the Corporation's Series A Convertible Exchangeable Preferred Stock (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] Shares Purchase Price (as adjusted for any stock share dividends, combinations combinations, splits, recapitalizations or splits with respect the like on, of or affecting the Series A Preferred Shares), for each Series A Preferred Share then held by such holder and (y) any and all declared but unpaid dividends on each such Series A Preferred 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 shares) liquidation, dissolution or winding up ("Series B such amount payable, the “Liquidation Preference"”). If, respectively. If upon the occurrence of such event, the assets and funds thus distributed among the holders of the Series B A Preferred Stock Shares shall be insufficient to permit the payment to such holders of the full aforesaid Series B Liquidation Preference, then the entire assets and funds of the Corporation Company legally available for distribution to the holders of Series B Preferred Stock shall be distributed ratably pro rata among the holders of the Series B A Preferred Stock Shares in proportion to the Series B Liquidation Preference each such holder is otherwise entitled to receive. If any holder of Series A Preferred Shares shall be 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 Shares that have not converted (or have not been deemed to have converted) into Ordinary Shares.

Liquidation Preference. a. In the event of (a) Upon any liquidation, dissolution or winding up of the CorporationCompany, whether voluntary or involuntary, but before any distribution or payment shall be made to the holders of any Common Stock, and in equal preference to the holders of the Series A Preferred and the Series B Preferred, the holders of Series C Preferred Stock shall be entitled to receive, prior and in preference to any distribution of any be paid out of the remaining assets or surplus funds of the Corporation Company legally available for distribution with respect to each share of Series C Preferred Stock an amount equal to the holders sum of the Common Stock by reason of their ownership thereof(i) $16.00 per share, but after and subject to the payment in full of all amounts required to be distributed to the holders of the Corporation's Series A Convertible Exchangeable Preferred Stock (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] (as adjusted for any stock dividends, combinations or splits with respect to such sharesshares (the "ORIGINAL SERIES C ISSUE PRICE") plus (ii) any declared but unpaid dividends thereon (such sum, the "Series B Liquidation PreferenceSERIES C LIQUIDATION VALUE"), respectively. If upon the occurrence of any such eventliquidation, the assets and funds thus distributed among the holders dissolution or winding up of the Series B Preferred Stock Company the remaining assets of the Company available for distribution to its stockholders shall be insufficient to permit pay the payment to such holders of shares of Series A Preferred, Series B Preferred and Series C Preferred Stock the full aforesaid liquidation amount to which each is entitled under the Series A and B Liquidation PreferenceDesignations and this Certificate, as the case may be, then the entire assets and funds of the Corporation legally available for distribution to the holders of shares of Series A Preferred, Series B Preferred and Series C Preferred Stock shall be distributed share ratably among the holders in any distribution of the Series B Preferred Stock remaining assets of the Company in proportion to the Series B Liquidation Preference each respective amounts which would otherwise be payable in respect of the shares of such holder is otherwise entitled Preferred Stock held by them upon such distribution if all amounts payable on or with respect to receivesuch shares were paid in full.

Liquidation Preference. a. (a) In the event of any voluntary or involuntary liquidation, dissolution dissolution, or winding up of the Corporation, whether voluntary or involuntaryCompany, the holders of the Series B Preferred Stock Holders then outstanding shall be entitled to receive, prior and in preference to any distribution of any be paid out of the assets or surplus funds of the Corporation Company available for distribution to the holders of the Common Stock by reason of their ownership thereofits shareholders, but 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's Series A Convertible Exchangeable Preferred Stock (the "Series A Preferred Stock") and any other Senior Securities Company ranking on liquidation prior and in preference to the Series B Preferred Stock, but before any payment shall be made to the holders of Common Stock or any other Junior Shares, an amount of $__ equal to US$0.16 per share [THE PURCHASE PRICE PER SHARE FOR THE SERIES of Series B PREFERRED STOCK] Preferred Stock, on a converted basis (as adjusted for i.e., an amount equal to US$0.16 per share per each share of Common Stock issuable upon conversion of the share of series B Preferred Stock (subject to appropriate adjustment in the event of any stock dividendsdividend, combinations stock split, combination or splits with respect to other similar recapitalization affecting such shares) ("Series B Liquidation Preference"), respectively. 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 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 Series B Liquidation Preference, then the entire remaining assets and funds of the Corporation legally available for distribution to the holders of Series B Preferred Stock shall be distributed ratably among the holders of the Series B Preferred Stock Company in proportion to the Series B Liquidation Preference each respective amounts which would otherwise be payable in respect of the shares held by them upon such holder is otherwise entitled distribution if all amounts payable on or with respect to receivesuch 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.

Liquidation Preference. a. (i) In the event of any liquidation, dissolution or winding up of the Corporationthis corporation, whether either voluntary or involuntary, the holders of 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 the Corporation this corporation to the holders of the Series A Preferred Stock and Common Stock by reason of their ownership thereof, but after and subject an amount per share equal to the payment sum of (i) two U.S dollars and seventy five point seven cents (U$2.75656) (as may be adjusted in full of all amounts required to be distributed to the holders accordance with Section 1.3 of the Corporation's Series A Convertible Exchangeable B Preferred Stock Purchase Agreement) for each outstanding share of Series B Preferred Stock (the "“Original Series A Preferred Stock"B Issue Price”) and 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 other Senior Securities ranking on liquidation prior and in preference to the Series B Preferred Stock, the amount plus (ii) all declared but unpaid dividends on such share (subject to adjustment of $__ per share [THE PURCHASE PRICE PER SHARE FOR THE SERIES B PREFERRED STOCK] (as adjusted such fixed dollar amounts for any stock splits, stock dividends, combinations combinations, recapitalizations or splits with respect to such shares) ("Series the like)(collectively, the “B Liquidation Preference"Preference Amount”), respectively. 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 Series B Liquidation PreferencePreference Amount, then the entire assets and funds of the Corporation this corporation legally available for distribution to the holders of Series B Preferred Stock shall be distributed ratably among the holders of the Series B Preferred Stock in proportion to the Series B Liquidation Preference amount of such stock owned by each such holder is otherwise entitled to receiveholder.

Liquidation Preference. a. (a) In the event of any liquidation, dissolution or winding up of the Corporationaffairs of the Company, whether voluntary or involuntaryotherwise, after payment or provision for payment of the debts and other liabilities of the Company, the holders of the Series B A-1 Increasing Rate Preferred Stock Shares shall be entitled to receive, prior in cash, out of the remaining assets of the Company legally available therefor, the amount of One Thousand Dollars ($1,000.00) for each Series A-1 Increasing Rate Preferred Share, plus an amount equal to all distributions accrued and in preference unpaid on each such share up to the date of such distribution of assets, before any distribution of any of the assets or surplus funds of the Corporation shall be made to the holders of the Common Stock by reason Shares or any other shares of their ownership thereof, but after and subject to the payment in full of all amounts required to be distributed to the holders beneficial interest of the Corporation's Series A Convertible Exchangeable Preferred Stock Company ranking (the "Series A Preferred Stock"as to any such distribution of assets) and any other Senior Securities ranking on liquidation prior and in preference junior to the Series B A-1 Increasing Rate Preferred Stock, the amount of $__ per share [THE PURCHASE PRICE PER SHARE FOR THE SERIES B PREFERRED STOCK] (as adjusted for any stock dividends, combinations or splits with respect to such shares) ("Series B Liquidation Preference"), respectivelyShares. If upon any liquidation, dissolution or winding up of the occurrence of such eventCompany, the assets and funds thus distributed distributable among the holders of Series A-1 Increasing Rate Preferred Shares and all other classes and series of preferred shares ranking (as to any such distribution of assets) on a parity with the Series B A-1 Increasing Rate Preferred Stock shall be Shares are insufficient to permit the payment in full to such the holders of the full aforesaid Series B Liquidation Preferenceall such shares of all preferential amounts payable to all such holders, then the entire assets and funds of the Corporation legally available for distribution to the holders of Series B Preferred Stock Company thus distributable shall be distributed ratably among the holders of Series A-1 Increasing Rate Preferred Shares and such other classes and series of preferred shares ranking (as to any such distribution of assets) on a parity with the Series B A-1 Increasing Rate Preferred Stock Shares in proportion to the Series B Liquidation Preference each respective amounts that would be payable per share if such holder is otherwise entitled assets were sufficient to receivepermit payment in full.

Liquidation Preference. a. In the event of any liquidation, dissolution or winding up of the CorporationOfferor, whether voluntary or involuntary, the holders holder of each outstanding share of the Series B Preferred Stock shall be entitled to receive, prior and in preference to any distribution of any out of the assets of the Offeror legally available for distribution to its shareholders upon such liquidation ("Proceeds"), whether such assets are capital or surplus funds of the Corporation to the holders any nature, for each share of the Common Stock by reason of their ownership thereof, but after and subject to the payment in full of all amounts required to be distributed to the holders of the Corporation's Series A Convertible Exchangeable Preferred Stock (the "Series A Preferred Stock") and any other Senior Securities ranking on liquidation prior and in preference an amount equal to the Series B Preferred Stock, the amount of $__ per share [THE PURCHASE PRICE PER SHARE FOR THE SERIES B PREFERRED STOCK] Original Issue Price (as adjusted for any combinations, consolidations, stock dividends, combinations distributions or splits stock dividends with respect to such shares) ("Series B Liquidation Preference"), respectivelyplus any accrued but unpaid distributions of the annual net profits of Subsidiary as provided in Section 3 above, before any distribution or payment may be made to the holders of any Common Stock. If If, upon the occurrence of such event, the assets and funds Proceeds 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 Series B Liquidation Preferencepreferential amounts, then the entire assets and funds of the Corporation Proceeds legally available for distribution to the holders of Series B the Preferred Stock shall be distributed ratably among the holders of the Series B Preferred Stock in proportion to the Series B Liquidation Preference full preferential amount that each such holder is otherwise entitled to receivereceive under this Section. Upon the completion of the distribution required by the foregoing and all other preferred distributions to other series of the Offeror's preferred stock, the remaining Proceeds available for distribution to shareholders shall be distributed ratably among the holders of all series of the Offeror's preferred stock and Common Stock.

Liquidation Preference. a. (a) In the event of any liquidation, dissolution or winding up of the Corporation, whether either voluntary or involuntaryinvoluntary (in any event, a “Liquidation”), the holders of the Series B F 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 or surplus funds of the Corporation to the holders of the Common Stock by reason of their ownership thereof, but after and subject to the payment in full of all amounts required to be distributed to the holders of the Corporation's Series A Convertible Exchangeable Preferred Stock (the "Series A Preferred Stock") and any other Senior Securities ranking on liquidation prior and in preference to the , Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock, Series E Preferred Stock or Common Stock, an amount per outstanding share of Series F Preferred Stock equal to the amount sum of (1) $__ per share [THE PURCHASE PRICE PER SHARE FOR THE SERIES B PREFERRED STOCK] (14.43, as adjusted for any stock dividends, combinations combinations, splits or splits similar events affecting or with respect to Series F Preferred Stock (the “Series F Purchase Price”), and (2) an amount equal to all accrued but unpaid dividends on each such sharesshare (the sum of clauses (1) and ("2) being hereinafter referred to as the “Series B F Liquidation Preference"”). If, respectively. If upon the occurrence of such eventa Liquidation, the assets and funds thus distributed otherwise available for distribution among the holders of the Series B F Preferred Stock shall be insufficient to permit the payment to such holders of the full aforesaid Series B F Liquidation Preference, then the entire assets and funds of the Corporation legally available for distribution to the holders of Series B F Preferred Stock upon a Liquidation shall be distributed ratably ratably, on a per share basis, among the holders of the Series B F Preferred Stock in proportion to the Series B Liquidation Preference amount of such stock owned by each such holder is otherwise holder. For the sake of clarity, upon a Liquidation, the holders of the Series F Preferred Stock shall be entitled to receivethe greater of the amount they would receive pursuant to (X) this subsection 2(a) and subsection 2(i) or (Y) subsection 2(j).

Liquidation Preference. a. In the event of any a liquidation, dissolution or ---------------------- winding up of the CorporationCompany, whether voluntary or involuntary, 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 the Company, whether such assets are stated capital or surplus funds of the Corporation any nature, an amount equal to the holders Allocation Amount for each Share of the Common Preferred Stock by reason of their ownership thereof, but after and subject to the then outstanding before any payment in full of all amounts required to shall be made or any assets distributed to the holders of the Corporation's Series A Convertible Exchangeable Preferred Stock (the "Series A Preferred Stock") and any other Senior Securities ranking on liquidation prior and in preference to the Series B Preferred Common Stock, and thereafter such holders shall not be entitled to receive any further amount. In the amount of $__ per share [THE PURCHASE PRICE PER SHARE FOR THE SERIES B PREFERRED STOCK] (as adjusted for event that upon any stock dividendssuch liquidation, combinations dissolution or splits with respect to such shares) ("Series B Liquidation Preference")winding up, respectively. If upon the occurrence of such eventwhether voluntary or involuntary, the assets and funds thus distributed available for distribution among the holders of the Series B Preferred Stock and any other class or series of preferred stock of the Company which may hereafter be created having parity with the Preferred Stock in liquidation preference shall be insufficient to permit the payment to such holders of the full aforesaid Series B Liquidation Preferencepreferential amounts attributable to the Preferred Stock and such other class or series of preferred stock, then the entire assets and funds of the Corporation legally Company available for distribution remaining after distribution to the holders of Series B any other class or series of preferred stock of the Company which may hereafter be created having priority over the Preferred Stock in liquidation preference shall be distributed ratably among the holders of the Series B Preferred Stock and any other class or series of preferred stock of the Company which may hereafter be created having parity with the Preferred Stock in proportion to the Series B Liquidation Preference respective preferential amounts to which each such holder is otherwise entitled to receiveentitled.

Liquidation Preference. a. (a) In the event of any liquidation, dissolution or winding up of the Corporationaffairs of the Trust, whether voluntary or involuntaryotherwise, after payment or provision for payment of the debts and other liabilities of the Trust, the holders of the Series B D Convertible Preferred Stock Shares shall be entitled to receive, prior in cash, out of the remaining assets of the Trust legally available therefor, the amount of Twenty-five Dollars ($25.00) for each Series D Convertible Preferred Share, plus an amount equal to all distributions accrued and in preference unpaid on each such share up to the date of such distribution of assets, before any distribution of any of the assets or surplus funds of the Corporation shall be made to the holders of the Common Stock by reason Shares or any other shares of their ownership thereof, but after and subject to the payment in full of all amounts required to be distributed to the holders beneficial interest of the Corporation's Series A Convertible Exchangeable Preferred Stock Trust ranking (the "Series A Preferred Stock"as to any such distribution of assets) and any other Senior Securities ranking on liquidation prior and in preference junior to the Series B D Convertible Preferred Stock, the amount of $__ per share [THE PURCHASE PRICE PER SHARE FOR THE SERIES B PREFERRED STOCK] (as adjusted for any stock dividends, combinations or splits with respect to such shares) ("Series B Liquidation Preference"), respectivelyShares. If upon any liquidation, dissolution or winding up of the occurrence of such eventTrust, the assets and funds thus distributed distributable among the holders of Series D Convertible Preferred Shares and all other classes and series of preferred shares ranking (as to any such distribution of assets) on a parity with the Series B D Convertible Preferred Stock shall be Shares are insufficient to permit the payment in full to such the holders of the full aforesaid Series B Liquidation Preferenceall such shares of all preferential amounts payable to all such holders, then the entire assets and funds of the Corporation legally available for distribution to the holders of Series B Preferred Stock Trust thus distributable shall be distributed ratably among the holders of Series D Convertible Preferred Shares and such other classes and series of preferred shares ranking (as to any such distribution of assets) on a parity with the Series B D Convertible Preferred Stock Shares in proportion to the Series B Liquidation Preference each respective amounts that would be payable per share if such holder is otherwise entitled assets were sufficient to receivepermit payment in full.

Liquidation Preference. a. (a) In the event of any liquidation, dissolution or winding up of the Corporationthis corporation, whether either voluntary or involuntary, the holders of the Series B outstanding shares of Preferred Stock shall be entitled to receive, prior and in preference to any distribution of any of the assets or surplus funds of the Corporation corporation to the holders of the Common Stock by reason of their ownership thereof, but after and subject to (i) for the payment in full of all amounts required to be distributed to the holders of the Corporation's Series A Convertible Exchangeable Preferred Stock, an amount per share equal to $0.20 for each outstanding share of Series A Preferred Stock, (ii) for the Series B Preferred Stock, an amount per share equal to $0.4717 for each outstanding share of Series B Preferred Stock, (iii) for the Series C-1 Preferred Stock, an amount per share equal to $0.8451 for each outstanding share of Series C-1 Preferred Stock (the "Series A C-1 Liquidation Price"), (iv) for the Series C-2 Preferred Stock, an amount per share equal to $3.2981 for each outstanding share of Series C-2 Preferred Stock (the "Series C-2 Liquidation Price"), (v) for the Series C-3 Preferred Stock, an amount per share equal to $1.9129 for each outstanding share of Series C-3 Preferred Stock (the "Series C-3 Liquidation Price") and any other Senior Securities ranking on liquidation prior and in preference to (vi) for the Series B D Preferred Stock, the an amount of $__ per share [THE PURCHASE PRICE PER SHARE FOR THE SERIES B PREFERRED STOCK] equal to $0.5543 for each outstanding share of Series D Preferred Stock (as adjusted for any stock dividends, combinations or splits with respect to such shares) (the "Series B D Liquidation PreferencePrice"), respectively. If upon the occurrence of such event, the assets and funds thus distributed among the holders of the Series B outstanding shares of Preferred Stock shall be insufficient to permit the payment to such holders of the full aforesaid Series B Liquidation Preferencepreferential amounts, 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 B outstanding shares of Preferred Stock in proportion to the Series B Liquidation Preference preferential amount each such holder is otherwise entitled to receive.

Liquidation Preference. a. (a) In the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation, the holders of shares of Preferred Stock Series A-1 then outstanding shall be entitled to be paid out of the assets of the Corporation available for distribution to its shareholders an amount in cash equal to the Stated Value for each share outstanding, plus (i) an amount in cash equal to all accrued but unpaid dividends thereon to the date fixed for liquidation; and (ii) an amount equal to the pro rata portion of the assets of the Corporation remaining for distribution to the holders of the Common Stock determined on an as- if-converted into Common Stock basis (determined without regard to any limitation on the convertability of the Preferred Stock Series A-1 as a result of the number of authorized and unissued shares of Common Stock), before any payment shall be made or any assets distributed to the holders of any of the Junior Securities. No full preferential payment on account of any liquidation, dissolution or winding up of the Corporation, whether voluntary or involuntary, the holders of 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 the Corporation made to the holders of any class of Equivalent Securities (as hereinafter defined) unless there shall likewise be paid at the Common same time to holders of Preferred Stock by reason Series A-1 the full amounts to which such holders are entitled with respect to such distribution. If the assets of their ownership thereof, but after and subject the Corporation are not sufficient to the payment pay in full of all amounts required to be distributed the liquidation payments payable to the holders of the Corporation's Series A Convertible Exchangeable outstanding shares of Preferred Stock (the "Series A Preferred Stock") A-1 and any other Senior Securities ranking on liquidation prior and in preference to the Series B Preferred Stockoutstanding shares of Equivalent Securities, the amount of $__ per share [THE PURCHASE PRICE PER SHARE FOR THE SERIES B PREFERRED STOCK] (as adjusted for any stock dividends, combinations or splits with respect to such shares) ("Series B Liquidation Preference"), respectively. If upon the occurrence of such event, the assets and funds thus distributed among then the holders of all such shares shall share ratably in such distribution of assets in accordance with the Series B full respective preferential amounts that would be payable on such shares of Preferred Stock shall be insufficient to permit the payment to Series A-1 and such holders shares of the full aforesaid Series B Liquidation Preference, then the entire assets and funds of the Corporation legally available for distribution to the holders of Series B Preferred Stock shall be distributed ratably among the holders of the Series B Preferred Stock Equivalent Securities if all amounts payable thereon were paid in proportion to the Series B Liquidation Preference each such holder is otherwise entitled to receivefull.

Liquidation Preference. a. In the event of Upon any liquidation, dissolution or winding up of the Corporation, whether voluntary or involuntaryinvoluntary (a “Liquidation Event”), the holders each holder of the outstanding shares-of Series B A Redeemable Preferred Stock shall be entitled to receivebe paid in cash, prior and in preference to before any distribution of any of the assets amount shall be paid or surplus funds of the Corporation to the holders of the Common Stock by reason of their ownership thereof, but after and subject to the payment in full of all amounts required to be distributed to the holders of Common Stock or any other class or series of capital stock ranking on liquidation junior to the Corporation's Series A Convertible Exchangeable Redeemable Preferred Stock, an amount per share of Series A Redeemable Preferred Stock equal to (i) One Dollar ($1.00), plus (ii) an amount equal to all accumulated but unpaid dividends on such share, of Series A Redeemable Preferred Stock (such amount to be adjusted appropriately for stock splits, stock dividends, recapitalizations and the "Series A Preferred Stock") and any other Senior Securities ranking on liquidation prior and in preference like with respect to the Series B A Redeemable Preferred Stock, ) (the amount “Series A Redeemable Liquidation Preference Amount”). If the amounts available for distribution by the Corporation to holders of $__ per share [THE PURCHASE PRICE PER SHARE FOR THE SERIES B PREFERRED STOCK] (as adjusted for any stock dividends, combinations or splits with respect Series A Redeemable Preferred Stock upon a Liquidation Event are not sufficient to pay the aggregate Series A Redeemable Liquidation Preference Amount due to such shares) ("Series B Liquidation Preference")holders, respectively. If upon the occurrence of such event, the assets and funds thus distributed among the holders of the Series B A Redeemable Preferred Stock shall be insufficient to permit the payment to such holders of the full aforesaid Series B Liquidation Preference, then the entire assets and funds of the Corporation legally available for share ratably in any distribution to the holders of Series B Preferred Stock shall be distributed ratably among the holders of the Series B Preferred Stock in proportion to the Series B Liquidation Preference each such holder is otherwise entitled full respective preferential amounts to receivewhich they are entitled.

Liquidation Preference. a. In The holders of shares of Series A Preferred Stock will be entitled to receive, in the event of any liquidation, dissolution or winding up of the CorporationCompany, whether voluntary or involuntary, out of or to the holders extent of the Series B Preferred Stock shall be entitled to receivenet assets of the Company legally available for such distribution, prior and in preference before any distributions are made with respect to any distribution of Common Stock or any of the assets or surplus funds of the Corporation stock ranking junior to the holders of the Common Stock by reason of their ownership thereof, but after and subject to the payment in full of all amounts required to be distributed to the holders of the Corporation's Series A Convertible Exchangeable Preferred Stock (the "Series A Preferred Stock, $10.00 per share, plus any declared but unpaid dividends (the ") 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] (as adjusted for any stock dividends, combinations or splits with respect to such shares) ("Series B Liquidation Preference"). After payment of the full amount of the Liquidation Preference, respectively. If upon the occurrence of such event, the assets and funds thus distributed among the holders of shares of Series A Preferred Stock will not be entitled to any further participation in any distribution of assets by the Company. Upon any such liquidation, dissolution or winding up, such preferential amounts with respect to the Series B A Preferred Stock shall be insufficient to permit and any class or series ranking on a parity with the payment to such holders of the full aforesaid Series B Liquidation Preference, then the entire assets and funds of the Corporation legally available for distribution to the holders of Series B A Preferred Stock if not paid in full shall be distributed ratably among pro rata in accordance with the holders aggregate preferential amounts of the Series B A Preferred Stock in proportion to and such other classes or series of stock, if any. Restrictions and Limitations Shares of Series A Preferred Stock acquired by the Series B Liquidation Preference each such holder is Company by reason of purchase, conversion, redemption or otherwise entitled to receiveshall be retired and shall become authorized but unissued shares of preferred stock, which may be reissued as part of a new series of preferred stock created under the Company's Certificate of Incorporation.

Liquidation Preference. a. (a) In the event of any liquidation, dissolution or winding up of the Corporationthis corporation, whether 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 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 the Corporation this corporation to the holders of the Common Stock by reason of their ownership thereof, but after and subject to (i) for the payment in full of all amounts required to be distributed to the holders of the Corporation's Series A Convertible Exchangeable Preferred Stock, an amount per share equal to $0.20 for each outstanding share of Series A Preferred Stock (the "Original Series A Preferred StockIssue Price"), and (ii) and any other Senior Securities ranking on liquidation prior and in preference to for the Series B Preferred Stock, the an amount of $__ per share [THE PURCHASE PRICE PER SHARE FOR THE SERIES B PREFERRED STOCK] (as adjusted equal to $0.4717 for any stock dividends, combinations or splits with respect to such shares) ("each outstanding share of Series B Liquidation PreferencePreferred Stock (the "Original Series B Issue Price"), respectively. If upon the occurrence of such event, the assets and funds thus distributed among the holders of the Series A Preferred Stock and Series B Preferred Stock shall be insufficient to permit the payment to such holders of the full aforesaid Series B Liquidation Preferencepreferential amounts, then 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 corporation legally available liable for distribution to the holders of Series B Preferred Stock shall be distributed ratably among the holders of the Series B Preferred Stock in proportion to the Series B Liquidation Preference each such holder is otherwise entitled to receive.A Preferred

Liquidation Preference. a. In the event of any liquidation, dissolution or winding up of the Corporation, whether either voluntary or involuntaryinvoluntary (each a “Liquidation Event”), the holders of the Series B Preferred Stock shall be entitled to receive, receive prior and in preference to any distribution of any of the assets or surplus funds of the Corporation to the holders of the Common Stock by reason of their ownership thereof, but after and subject to the payment in full of all amounts required to be distributed to the holders of the Corporation's ’s Junior Securities, and pro rata with the holders of the Corporation’s Common Stock and Series A Convertible Exchangeable Preferred Stock (the "Series A C Preferred Stock") and , but not prior to any other holders of the Corporation’s Senior Securities, which holders of the Senior Securities ranking on liquidation prior and in preference shall have priority to the Distribution of any assets of the Corporation, an amount per share for each share of Series B Preferred Stock, Stock held by them equal to the amount of $__ per share [THE PURCHASE PRICE PER SHARE FOR THE SERIES B PREFERRED STOCK] (as adjusted for any stock dividends, combinations or splits with respect to such shares) ("Series B Liquidation Preference"), respectively. If upon the occurrence liquidation, dissolution or winding up of such eventthe Corporation, the assets and funds thus distributed among of the Corporation legally available for distribution to the holders of the Series B Preferred Stock, Series C Preferred Stock shall be and Common Stock (i.e., after payment of the Corporation’s liabilities and payment to any holders of the Corporation’s Senior Securities) are insufficient to permit the payment to such holders of the full aforesaid Series B Liquidation Preference, amounts specified in this Section then the entire assets and funds of the Corporation legally available for distribution to the holders of Series B Preferred Stock shall be distributed ratably pro rata among the holders of the Series B Preferred Stock, Series C Preferred Stock and Common Stock in proportion to the Series B Liquidation Preference each such holder is full amounts they would otherwise be entitled to receivereceive pursuant to this Section and Applicable Law.

Liquidation Preference. a. In the event of any liquidation, dissolution or winding up of the Corporation, whether either voluntary or involuntaryinvoluntary (each a “Liquidation Event”), the holders of the Series B C Preferred Stock shall be entitled to receive, receive prior and in preference to any distribution of any of the assets or surplus funds of the Corporation to the holders of the Common Stock by reason of their ownership thereof, but after and subject to the payment in full of all amounts required to be distributed to the holders of the Corporation's Series A Convertible Exchangeable Preferred ’s Junior Securities, and pro rata with the holders of the Corporation’s Common Stock (the "Series A Preferred Stock") and any other Senior Securities ranking on liquidation prior and in preference to the Series B Preferred Stock, but not prior to any holders of the Corporation’s Senior Securities, which holders of the Senior Securities shall have priority to the Distribution of any assets of the Corporation, an amount of $__ per share [THE PURCHASE PRICE PER SHARE FOR THE SERIES B PREFERRED STOCK] (as adjusted for any stock dividends, combinations or splits with respect each share of Series C Preferred Stock held by them equal to such shares) ("Series B the Liquidation Preference"), respectively. If upon the occurrence liquidation, dissolution or winding up of such eventthe Corporation, the assets and funds thus distributed among of the Corporation legally available for distribution to the holders of the Series C Preferred Stock, Series B Preferred Stock shall be and Common Stock (i.e., after payment of the Corporation’s liabilities and payment to any holders of the Corporation’s Senior Securities) are insufficient to permit the payment to such holders of the full aforesaid Series B Liquidation Preference, amounts specified in this Section then the entire assets and funds of the Corporation legally available for distribution to the holders of Series B Preferred Stock shall be distributed ratably pro rata among the holders of the Series C Preferred Stock, Series B Preferred Stock and Common Stock in proportion to the Series B Liquidation Preference each such holder is full amounts they would otherwise be entitled to receivereceive pursuant to this Section and Applicable Law.

Liquidation Preference. a. (a) In the event of any liquidation, dissolution or winding winding-up of the Corporation, whether voluntary or involuntary, before any payment or distribution of the Corporation’s assets (whether capital or surplus) shall be made to or set apart for the holders of Junior Stock, holders of the Series A Cumulative Convertible Preferred Shares shall be entitled to receive $1,000.00 per share of the Series A Cumulative Convertible Preferred Shares plus an amount equal to all dividends (whether or not earned or declared) accumulated and unpaid thereon to the date of final distribution to such holders (such amounts which are entitled to be received herein referred to as the “Liquidation Preference”); but such holders shall not be entitled to any further payment. If, upon any liquidation, dissolution or winding-up of the Corporation, the Corporation’s assets, or proceeds thereof, distributable among the holders of the Series B A Cumulative Convertible Preferred Stock Shares are insufficient to pay in full the preferential amount aforesaid and liquidating payments on any Parity Stock, then such assets, or the proceeds thereof, shall be entitled to receive, prior and in preference to any distribution of any of the assets or surplus funds of the Corporation to the holders of the Common Stock by reason of their ownership thereof, but after and subject to the payment in full of all amounts required to be distributed to the holders of the Corporation's Series A Convertible Exchangeable Preferred Stock (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] (as adjusted for any stock dividends, combinations or splits with respect to such shares) ("Series B Liquidation Preference"), respectively. If upon the occurrence of such event, the assets and funds thus distributed among the holders of the Series B A Cumulative Convertible Preferred Shares and any other Parity Stock shall ratably in accordance with the respective amounts that would be insufficient to permit the payment to payable on such holders of the full aforesaid Series B Liquidation Preference, then the entire assets and funds of the Corporation legally available for distribution to the holders of Series B Preferred Stock shall be distributed ratably among the holders shares of the Series B A Cumulative Convertible Preferred Shares and any such other Parity Stock if all amounts payable thereon were paid in proportion to the Series B Liquidation Preference each such holder is otherwise entitled to receivefull.

Liquidation Preference. a. (a) Series A Stock and Series B Stock. In the event of any --------------------------------- liquidation, dissolution or winding up of the Corporationthis corporation, whether either voluntary or involuntary, the holders of the Series A Stock and the holders of Series B Preferred Stock shall be entitled to receive, pari passu with one another and prior and in preference to any distribution in such liquidation, dissolution or winding up of any of the assets or surplus funds of the Corporation this corporation to the holders of the Common Stock by reason of their ownership thereof, but after and subject an amount per share equal to the payment in full Liquidation Preference of all amounts required to be distributed the Series A Stock for each outstanding share of Series A Stock and an amount per share equal to the holders Liquidation Preference of the Corporation's Series A Convertible Exchangeable Preferred Stock (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 Stock for each outstanding share of $__ per share [THE PURCHASE PRICE PER SHARE FOR THE SERIES B PREFERRED STOCK] (as adjusted for any stock dividends, combinations or splits with respect to such shares) ("Series B Liquidation Preference"), respectivelyStock. If upon the occurrence of any such eventdistribution, the assets and funds of this corporation thus distributed among the holders of the Series A Stock and Series B Preferred Stock shall be insufficient to permit the payment to such holders of the full aforesaid Series B Liquidation Preferencepreferential amounts, then the entire assets and funds of the Corporation this corporation legally available for distribution to the holders of Series B Preferred Stock shall be distributed ratably among the holders of the Series A Stock and Series B Preferred Stock in proportion to the Series B Liquidation Preference full aforesaid preferential amounts to which each such holder of Series A Stock and each such holder of Series B Stock is otherwise entitled to receiveentitled.

Liquidation Preference. a. (a) In the event of any liquidation, dissolution or winding up of the CorporationCompany, whether either voluntary or involuntary, the holders of the previously issued Convertible Preferred Stock (the "Convertible Preferred Stock") and the Series B A Preferred Stock shall be entitled to receive, prior and in preference to any distribution of any of the assets or surplus funds of the Corporation Company to the holders of the Common Stock common stock by reason of their ownership thereof, but after an amount per share equal to $2.50 for the Convertible Preferred Stock, and subject to for the payment in full of all amounts required to be distributed to the holders of the Corporation's Series A Convertible Exchangeable Preferred Stock the sum of (i) $15.80, as adjusted pursuant to Section 4(c) hereof (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] (as adjusted for any stock dividends, combinations or splits with respect to such shares) ("Series B Liquidation PreferenceOriginal Issue Price"), and (ii) an amount equal to cumulative unpaid dividends on such shares (respectively, a "Liquidation Amount"). If upon the occurrence of such an event, the assets and funds thus distributed among the holders of the Convertible Preferred Stock and the Series B A Preferred Stock shall be insufficient to permit the payment to such holders of the full aforesaid Series B Liquidation Preferencepreferential amounts, then then, the entire assets and funds of the Corporation Company legally available for distribution to the holders of Series B Preferred Stock shall be distributed ratably among the holders of the Convertible Preferred Stock and the Series B A Preferred Stock in proportion to the Series B Liquidation Preference amount of such stock owned by each such holder is otherwise entitled to receivemultiplied by the appropriate Liquidation Amount.

Liquidation Preference. a. (a) In the event of any liquidation, dissolution dissolution, Deemed Liquidation (as hereinafter defined) or winding up of the Corporation, whether voluntary or involuntaryinvoluntary (a “Liquidation Event”), the holders of the 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 the Corporation to the holders of the Company's Common Stock by reason of their ownership thereof, but after and subject to the payment in full of all amounts required to be distributed to the holders of the Corporation's Series A Convertible Exchangeable Preferred Stock (the "Series A Preferred Stock") and any other Senior Securities ranking on liquidation prior and in preference to the Series B Preferred Stock, the an amount of per share equal to $_________ per share [THE PURCHASE PRICE PER SHARE FOR THE SERIES of Series B PREFERRED STOCK] Preferred Stock (as adjusted for any stock dividends, combinations combinations, splits or splits the like with respect to such sharesshare) ("the “Series B Liquidation Preference"”), respectively. If upon the occurrence of such eventa Liquidation Event, (i) the assets assets, capital 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 Series B Liquidation Preference, then the entire assets and funds of the Corporation legally available for distribution to the holders of Series B Preferred Stock shall be distributed ratably among the holders of the Series B Preferred Stock in proportion to the aggregate Series B Liquidation Preference each such holder is otherwise entitled to receivereceive or (ii) after payment to the holders of the Series B Preferred Stock their full Series B Liquidation Preference there shall remain assets, capital or funds of the Corporation legally available for distribution to 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 B Preferred Stock shall be entitled to receive a distribution of such remaining assets, capital or funds ratably with the holders of the Common Stock as if such Series B Preferred Stock had been converted into Common Stock.

Liquidation Preference. a. (a) In the event of any liquidation, dissolution dissolution, Deemed Liquidation (as hereinafter defined) or winding up of the Corporation, whether voluntary or involuntaryinvoluntary (a “Liquidation Event”), the holders of the 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 the Corporation to the holders of the Company's Common Stock by reason of their ownership thereofStock, but after and subject an amount per share equal to the payment in full of all amounts required to be distributed to the holders of the Corporation's Series A Convertible Exchangeable $2.27741 per share Preferred Stock (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] (as adjusted for any stock dividends, combinations combinations, splits or splits the like with respect to such sharesshare) ("the “Series B Liquidation Preference"), respectively. ”) If upon the occurrence of such eventa Liquidation Event, (i) the assets assets, capital 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 Series B Liquidation Preference, then the entire assets and funds of the Corporation legally available for distribution to the holders of Series B Preferred Stock shall be distributed ratably among the holders of the Series B Preferred Stock in proportion to the aggregate Series B Liquidation Preference each such holder is otherwise entitled to receivereceive or (ii) after payment to the holders of the Series B Preferred Stock their full Series B Liquidation Preference there shall remain assets, capital or funds of the Corporation legally available for distribution to 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 B Preferred Stock shall be entitled to receive a distribution of such remaining assets, capital or funds ratably with the holders of the Common Stock as if such Series B Preferred Stock had been converted into Common Stock.

Liquidation Preference. a. (a) In the event of any an actual or deemed liquidation, or dissolution or winding up of the Corporation, whether voluntary or involuntary, before any payment or distribution of the assets of the Corporation (whether capital or surplus) shall be made to or set apart for the holders of Junior Securities, the holders of the shares of Series B A Preferred Stock shall be entitled to receivereceive with respect to each share of Series A Preferred Stock an amount in cash equal to the greater of (i) the Liquidation Preference, prior plus any declared and in preference to any distribution of any of unpaid dividends and (ii) the assets or surplus funds of the Corporation to amount the holders of the shares of Series A Preferred Stock would have received had they converted their shares of Series A Preferred Stock into Common Stock by reason of their ownership thereofimmediately prior to such event. If, but after and subject to the payment in full of all amounts required to be distributed to the holders upon any liquidation, dissolution or winding up of the Corporation's Series A Convertible Exchangeable Preferred Stock (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] (as adjusted for any stock dividends, combinations or splits with respect to such shares) ("Series B Liquidation Preference"), respectively. If upon the occurrence of such event, the assets of the Corporation, or proceeds thereof, shall be insufficient to pay in full the preferential amount aforesaid and funds thus liquidating payments on all Parity Securities, then such assets, or the proceeds thereof, shall be distributed among the holders of the shares of Series B A Preferred Stock shall and all such other Parity Securities ratably in accordance with the respective amounts that would be insufficient to permit payable on such shares of Preferred Stock and any such other parity securities if all amounts payable thereon were paid in full. For the payment to such holders purposes of the full aforesaid Series B Liquidation Preferencethis Section 5, then the entire assets and funds (i) a consolidation or merger of the Corporation legally available for distribution to the holders with one or more corporations, or (ii) a sale or transfer of Series B Preferred Stock shall be distributed ratably among the holders all or substantially all of the Series B Preferred Stock in proportion Corporation’s assets, shall, at the holder’s option, be deemed to be a liquidation, dissolution or winding up, voluntary or involuntary, of the Series B Liquidation Preference each such holder is otherwise entitled to receiveCorporation.

Liquidation Preference. a. (a) In the event of any liquidation, dissolution or winding up of the Corporationthis corporation, whether 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 the Series B A Preferred Stock shall be entitled to receive, prior and in preference to any distribution of any of the assets or surplus funds of the Corporation this corporation to the holders of the Common Stock by reason of their ownership thereof, but after and subject an amount per share equal to the payment in full sum of all amounts required to be distributed to the holders (i) $15.00 for each outstanding share of the Corporation's Series A Convertible Exchangeable Preferred Stock (the "Series A Preferred Stock") and any other Senior Securities ranking on liquidation prior and in preference subject to the Series B Preferred Stockappropriate adjustments for stock splits, the amount of $__ per share [THE PURCHASE PRICE PER SHARE FOR THE SERIES B PREFERRED STOCK] (as adjusted for any stock dividends, combinations or splits other recapitalizations with respect to such shares) (shares and hereafter referred to as the "Original Series B Liquidation PreferenceA Issue Price"), respectivelyand (ii) an amount equal to declared but unpaid dividends on such share. If upon the occurrence of such event, the assets and funds thus distributed among the holders of the Series B A Preferred Stock shall be insufficient to permit the payment to such holders of the full aforesaid Series B Liquidation Preferencepreferential amounts, then 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 corporation legally available for distribution to the holders of Series B Preferred Stock shall be distributed ratably among the holders of the Series B A Preferred Stock in proportion to the Series B Liquidation Preference preferential amount each such holder is would otherwise be entitled to receive.

Liquidation Preference. a. In a) Subject to the event rights of holders of any class of capital stock or series thereof expressly ranking senior to the Series A Preferred Stock, upon any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation, whether voluntary or involuntary, the holders holder of each share of the Series B A Preferred Stock then outstanding shall be entitled to receive, prior and in preference to any distribution of any be paid out of the assets or surplus funds of the Corporation available for distribution to its stockholders an amount equal to One Thousand ($1,000) Dollars for each share of Series A Preferred Stock (the holders of "STATED VALUE") then held by such holder plus the Common Stock by reason of their ownership thereof, but after and subject to Series A Dividend owed through such date (such amount being herein called the "LIQUIDATION PREFERENCE") before any payment in full of all amounts required to shall be made or any assets distributed to the holders of Common Stock or any other series of capital stock junior to the Corporation's Series A Convertible Exchangeable Preferred Stock (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] (as adjusted for any stock dividends, combinations or splits with respect to such shares) ("Series B Liquidation Preference"), respectively. 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 Series B Liquidation Preference, then the entire assets and funds of the Corporation legally available for distribution are not sufficient to pay in full the payments payable to the holders of outstanding shares of Series B A Preferred Stock shall be distributed ratably among and any Pari Passu Classes upon the liquidation, dissolution or winding up of the affairs of the Corporation, then the holders of the all such shares shall share ratably with all other holders of shares of Series B A Preferred Stock and Pari Passu Classes in such distribution of assets in proportion to the Series B Liquidation Preference each such holder is otherwise entitled to receiveof the respective shares.

Liquidation Preference. a. (a) In the event of any liquidationa dissolution, dissolution liquidation or winding up of the Corporation, Corporation (whether voluntary or involuntary), but before any distribution to the holders of Common Stock or any other class or series of the Corporation's then outstanding capital stock ranking in any such event junior to the Series B Preferred Stock, the holders of the Series B Preferred Stock then outstanding shall be entitled to receive, prior and in preference to any distribution of any of the assets or surplus funds of the Corporation to pari passu with the holders of the Common Stock by reason Series A Preferred Stock, and the Corporation shall pay, the following amounts out of their ownership thereof, but after and subject assets of the Corporation legally available for distribution to the payment in full stockholders, whether such assets are capital, surplus or earnings: The holders of the Series B Preferred Stock shall receive an amount per Share equal to the Liquidation value (plus all amounts required accrued and unpaid dividends thereon, it being understood that such amount shall be calculated by including dividends accruing to the actual date of such dissolution, liquidation or winding up, as the case may be, rather than the most recent Dividend Reference Date); provided however, that if the assets to be distributed to the holders of the Corporation's Series A Convertible Exchangeable Preferred Stock (the "Series A Preferred Stock") 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] (as adjusted for any stock dividends, combinations or splits with respect to such shares) ("Series B Liquidation Preference"), respectively. 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 Series B Liquidation PreferenceValue (plus all such accrued and unpaid dividends thereon), then all of the entire assets and funds of the Corporation legally available for distribution to be distributed to the holders of the Series A Preferred Stock and the Series B Preferred Stock shall be distributed ratably among to the holders of the Series B A Preferred Stock in proportion to and the Series B Liquidation Preference each such holder is otherwise entitled to receivePreferred Stock.

Liquidation Preference. a. In the event of any a liquidation, dissolution or winding up of the CorporationCompany, whether voluntary or involuntaryinvoluntary (a "Liquidation"), the holders of the Series B D Preferred Stock then outstanding shall be entitled to receivereceive out of the available assets of the Company, prior and in preference to any distribution whether such assets are stated capital or surplus of any nature, an amount in cash on such date equal to $1,000 per share of Series D Preferred Stock (the "Liquidation Preference") plus an amount in cash in respect of any accrued but unpaid Dividends as of such date. Such payment shall be made before any payment shall be made or any assets distributed to the holders of any class or series of the assets Common Stock or surplus funds any other class or series of the Corporation Company's capital stock ranking junior as to liquidation rights to the Series D Preferred Stock. If upon any Liquidation the assets available for payment of the Liquidation Preference are insufficient to permit the payment to the holders of the Common Series D Preferred Stock by reason of their ownership thereof, but after and subject to the payment in full of all amounts required to be distributed to the holders of the Corporation's Series A Convertible Exchangeable Preferred Stock (full preferential amounts described in this Section 4, then all 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] (as adjusted for any stock dividends, combinations or splits with respect to such shares) ("Series B Liquidation Preference"), respectively. If upon the occurrence of such event, the available assets and funds thus shall be distributed among the holders of the then outstanding shares of Series B D Preferred Stock shall be insufficient and the then outstanding shares of capital stock ranking on a parity with the Series D Preferred Stock as to permit distributions upon Liquidation, pro rata according to the payment to such holders number of then outstanding shares of Series D Preferred Stock and then outstanding shares of parity stock held by each holder thereof. A merger or consolidation of the full aforesaid Series B Company, or a sale of all or substantially all of its assets, shall not constitute a Liquidation Preferencefor purposes of this Section 4, then the entire assets and funds unless in connection with such merger or consolidation or sale of all or substantially all of the Corporation legally available for distribution to Company's assets, the holders of Series B Preferred Stock shall be distributed ratably among the holders stockholders of the Series B Preferred Stock in proportion to the Series B Liquidation Preference each Company specifically determine that such holder is otherwise entitled to receivetransaction be deemed a Liquidation.

Liquidation Preference. a. In the event of (i) Upon any voluntary or involuntary liquidation, dissolution or winding up of the Corporation, whether voluntary or involuntaryaffairs of the Company, the holders Holders of the shares of Series B A Preferred Stock then outstanding shall be entitled to receivebe paid, prior and in preference to any distribution of any out of the assets or surplus funds of the Corporation Company available for distribution to its stockholders, $1,000 per share of Series A Preferred Stock (the "Liquidation Preference"), plus an amount in cash equal to accumulated and unpaid dividends thereon (and all accrued and unpaid interest thereon) to the holders of date fixed for liquidation, dissolution or winding up (including an amount equal to a prorated dividend for the Common Stock by reason of their ownership thereof, but after and subject period from the last Dividend Payment Date to the date fixed for liquidation, dissolution or winding up) before any payment in full of all amounts required to shall be made or any assets distributed to the holders of any of the Corporation's Series A Convertible Exchangeable Preferred Stock (Junior Securities, including, without limitation, common stock of the "Company. Except as provided in the preceding sentence, Holders of shares of Series A Preferred Stock") and Stock shall not be entitled to any other Senior Securities ranking on distribution in the event of liquidation, dissolution or winding up of the affairs of the Company. If the assets of the Company are not sufficient to pay in full the liquidation prior and in preference payments payable to the Holders of outstanding shares of the Series B A Preferred StockStock and all Parity Securities, the amount of $__ per share [THE PURCHASE PRICE PER SHARE FOR THE SERIES B PREFERRED STOCK] (as adjusted for any stock dividends, combinations or splits with respect to such shares) ("Series B Liquidation Preference"), respectively. If upon the occurrence of such event, the assets and funds thus distributed among then the holders of all such shares shall share equally and ratably in such distribution of assets of the Company in accordance with the amounts which would be payable on such distribution if the amount to which the Holders of outstanding shares of Series B A Preferred Stock shall be insufficient to permit the payment to such holders of the full aforesaid Series B Liquidation Preference, then the entire assets and funds of the Corporation legally available for distribution to the holders of Series B Preferred Stock shall be distributed ratably among the holders outstanding shares of the Series B Preferred Stock all Parity Securities are entitled were paid in proportion to the Series B Liquidation Preference each such holder is otherwise entitled to receivefull.

Liquidation Preference. a. (a) In the event of any liquidation, dissolution or winding up of the Corporationthis corporation, whether either voluntary or involuntary, subject to (i) the holders rights of the Series B Preferred Stock and any other series of Preferred Stock that may from time to time come into existence, other than the Series A Preferred Stock, and (ii) any loan covenant or other provision for the benefit of the holders of Senior Debt contained in any document or agreement evidencing Senior Debt, the holders of Series C Preferred Stock shall be entitled to receive, prior and in preference to any distribution of any of the assets or surplus funds of the Corporation this corporation to the holders of the Common Stock by reason of their ownership thereofStock, but after and subject to the payment in full of all amounts required to be distributed to the holders of the Corporation's Series A Convertible Exchangeable Preferred Stock (the "Series A Preferred Stock") and any other Senior Securities ranking on liquidation prior and in preference an amount per share equal to the Series B Preferred Stock, the amount of $__ per share [THE PURCHASE PRICE PER SHARE FOR THE SERIES B PREFERRED STOCK] (C Redemption Price as adjusted for any stock dividends, combinations or splits with respect to such shares) ("Series B Liquidation Preference"defined in Section 2.5(a), respectively. If upon the occurrence of such eventevent and after payment in full of the liquidation preference of the Series B Preferred Stock and any other series of Preferred Stock that may from time to time come into existence, other than the Series A Preferred Stock, the assets and funds thus distributed among the holders of the Series B C Preferred Stock shall be insufficient to permit the payment to such holders of the full aforesaid Series B Liquidation Preferencepreferential amounts, then then, the entire assets and funds of the Corporation this corporation legally available for distribution to after payment in full of the holders liquidation preference of the Series B Preferred Stock and any other series of Preferred Stock that may from time to time come into existence, other than the Series A Preferred Stock, shall be distributed ratably among the holders of the Series B C Preferred Stock in proportion to the Series B Liquidation Preference amount of such stock owned by each such holder is otherwise entitled to receiveholders.

Liquidation Preference. a. In the event of any liquidation, dissolution or winding up of the Corporation, whether voluntary or involuntaryCorporation (each a "LIQUIDATION EVENT"), the holders (the "SERIES B HOLDERS") of the Series B Preferred Stock and the Holders of the Series D $1.00 Convertible Preferred Stock (the "Series D Preferred Stock") shall have the same liquidation preference, pari passu, therefore each shall be entitled to receive, prior and in preference to before any distribution of assets shall be made to the holders of any Series C $100 Redeemable 9% Convertible Preferred Stock (the "SERIES C PREFERRED STOCK") or Common Stock, but after the liquidation preference of the assets or surplus funds Series A $5.00 convertible preferred stock (the "SERIES A PREFERRED STOCK"), an amount equal to the Stated Value per share of Series B Preferred Stock and/or Series D Preferred Stock held by such Holder (the "LIQUIDATION PAY OUT"). After payment of the Corporation Liquidation Pay Out to each Holder and the payment of the respective liquidation preferences of the other classes of preferred stock of the Corporation, pursuant to the Corporation's Articles of Incorporation, as amended, each holder of Series B Preferred Stock and Series D Preferred Stock shall be entitled to share with the holders of the Series C Preferred Stock and the holders of the Common Stock by reason of their ownership thereof, but after and subject to the payment in full of all amounts required to be distributed to the holders of the Corporation's Series A Convertible Exchangeable Preferred Stock (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 $__ pari passu, on a per share [THE PURCHASE PRICE PER SHARE FOR THE SERIES B PREFERRED STOCK] (as adjusted for any stock dividends, combinations or splits with respect to such shares) ("Series B Liquidation Preference"), respectively. If upon the occurrence of such eventbasis, the remaining 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 Series B Liquidation Preference, then the entire assets and funds of the Corporation legally available for distribution to the holders of Series B Preferred Stock shall be distributed ratably among the holders of the Series B Preferred Stock in proportion to the Series B Liquidation Preference each such holder is otherwise entitled to receiveCorporation's stockholders.

Liquidation Preference. a. (a) In the event of any liquidation, dissolution or winding winding-up of the Corporation, whether voluntary or involuntary, after any payment or distribution of the assets of the Corporation (whether capital or surplus) shall be made to or set apart for the holders of Senior Securities, and before any payment or distribution of the assets of the Corporation (whether capital or surplus) shall be made to or set apart for the holders of Junior Securities, the holders of the shares of Series B C Preferred Stock and Series D Preferred Stock taken together shall be entitled to receive, prior receive an amount in cash equal to the greater of (x) the aggregate Liquidation Preferences (as set forth herein and in preference to any distribution of any the Series C Designation) of the assets or surplus funds shares of Series C Preferred Stock and Series D Preferred Stock as of the Corporation date of liquidation, or (y) the aggregate amount that would have been received with respect to the holders shares of the Series C Preferred Stock and Series D Preferred Stock if such stock had been converted to Common Stock by reason of their ownership thereofimmediately prior to such liquidation, but after and subject to the payment in full of all amounts required to be distributed to the holders dissolution or winding-up. If, upon any liquidation, dissolution or winding-up of the Corporation's Series A Convertible Exchangeable Preferred Stock (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] (as adjusted for any stock dividends, combinations or splits with respect to such shares) ("Series B Liquidation Preference"), respectively. If upon the occurrence of such event, the assets and funds thus distributed among the holders of the Series B Preferred Stock Corporation, or proceeds thereof, shall be insufficient to permit pay in full the payment to such holders aforesaid amounts under clause (x) of the full aforesaid Series B Liquidation Preferencepreceding sentence and liquidating payments on all Parity Securities, then such assets, or proceeds thereof, shall (i) be distributed among the entire assets and funds of the Corporation legally available for distribution to the holders shares of Series B C Preferred Stock shall be distributed ratably among the holders of and the Series B D Preferred Stock taken together and all such other Parity Securities ratably in proportion to accordance with the Series B Liquidation Preference each such holder is otherwise entitled to receive.respective amounts

Liquidation Preference. a. (a) In the event of any liquidationLiquidation Event (as defined below), dissolution or winding up of the Corporation, whether either voluntary or involuntary, the holders of the shares of Series B C Preferred Stock, Series D Preferred Stock, Series D-1 Preferred Stock and Series E Preferred Stock shall be entitled to receive, prior and in preference to any distribution of any the proceeds of such Liquidation Event legally available for distribution (the assets or surplus funds of the Corporation “Proceeds”) to the holders of the Series A Preferred Stock, the holders of Series B Preferred Stock or the holders of Common Stock by reason of their ownership thereof, but after and subject an amount per share equal to the payment in full of all amounts required to be distributed to the holders sum of the Corporation's Series A Convertible Exchangeable Preferred Stock (the "Series A Preferred Stock") and any other Senior Securities ranking on liquidation prior and in preference to Original Issue Price of the Series B C Preferred Stock, the amount of $__ per share [THE PURCHASE PRICE PER SHARE FOR THE SERIES B PREFERRED STOCK] (Series D Preferred Stock, Series D-1 Preferred Stock and Series E Preferred Stock, as adjusted for applicable, plus any stock dividends, combinations or splits with respect to declared but unpaid dividends on such shares) ("Series B Liquidation Preference"). If, respectively. If upon the occurrence of such event, the assets and funds Proceeds thus distributed among the holders of the Series B C Preferred Stock, Series D Preferred Stock, Series D-1 Preferred Stock and Series E Preferred Stock shall be insufficient to permit the payment to such holders of the full aforesaid Series B Liquidation Preferencepreferential amount, then the entire assets and funds of the Corporation Proceeds legally available for distribution to the holders of Series B Preferred Stock shall be distributed ratably among the holders of the Series B E Preferred Stock in proportion to the Series B Liquidation Preference each such holder is otherwise entitled to receive.Stock, Series

Liquidation Preference. a. (a) In the event of any liquidation, dissolution or winding up of the Corporation, whether either voluntary or involuntaryinvoluntary (in any event, a "LIQUIDATION"), the holders of the Series B A 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 or surplus funds of the Corporation to the holders of the Common Stock by reason Stock, an amount per outstanding share of their ownership thereof, but after and subject to the payment in full of all amounts required to be distributed to the holders of the Corporation's Series A Convertible Exchangeable Preferred Stock (the "Series A Preferred Stock") and any other Senior Securities ranking on liquidation prior and in preference Stock equal to the Series B Preferred Stocksum of (i) $1.2749 (such amount being hereinafter referred to as the "ORIGINAL SERIES A PURCHASE PRICE"), the amount of $__ per share [THE PURCHASE PRICE PER SHARE FOR THE SERIES B PREFERRED STOCK] (as adjusted for any stock dividends, combinations combinations, splits or splits 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) an amount equal to the sum of all declared but unpaid dividends on each such sharesshare (the sum of clauses (i) and (ii) being hereinafter referred to as the "Series B Liquidation PreferenceSERIES A LIQUIDATION PREFERENCE"). If, respectively. If upon the occurrence of such eventa Liquidation, the assets and funds thus distributed among the holders of the Series B A Preferred Stock shall be insufficient to permit the payment to such holders of the full aforesaid Series B A Liquidation Preference, then the entire assets and funds of the Corporation legally available for distribution to shall be distributed ratably, on a per share basis, among the holders of Series B A Preferred Stock shall be distributed ratably among the holders of the Series B Preferred Stock in proportion to the Series B Liquidation Preference each such holder is otherwise entitled to receiveStock.

Liquidation Preference. a. (a) In the event of any liquidation, dissolution or winding up of the Corporationthis corporation, whether 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 the Series B A 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 or surplus funds of the Corporation this corporation to the holders of the Common Stock any Junior Securities by reason of their ownership thereof, but after and subject an amount per share (the "Liquidation Preference") equal to the payment in full sum of all amounts required to be distributed to the holders (i) [$8.4746]/1/ for each outstanding share of the Corporation's Series A Convertible Exchangeable Preferred Stock (the "Original Series A Preferred StockIssue Price") and any other Senior Securities ranking (ii) accrued but unpaid dividends on liquidation prior and in preference such share (subject to the Series B Preferred Stock, the amount adjustment of $__ per share [THE PURCHASE PRICE PER SHARE FOR THE SERIES B PREFERRED STOCK] (as adjusted such fixed dollar amounts for any stock splits, stock dividends, combinations combinations, recapitalizations or splits with respect to such shares) ("Series B Liquidation Preference"the like), respectively. If upon the occurrence of such event, the assets and funds thus distributed among the holders of the Series A Preferred Stock and Series B Preferred Stock shall be insufficient to permit the payment to such holders of the full aforesaid preferential amounts to which the holders of the Series A Preferred Stock and Series B Liquidation PreferencePreferred Stock are entitled, then then, the entire assets and funds of the Corporation this 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 Series B Preferred Stock in proportion to the amount payable to such holders. If the Corporation issues the Series B Liquidation Preference each such holder is otherwise entitled 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 receivedistributions on liquidation.

Liquidation Preference. a. (a) In the event of any liquidation, dissolution or winding up of the Corporationthis corporation, whether either voluntary or involuntary, subject to (i) the rights of any series of Preferred Stock (other than the Series A and Series B Preferred Stock) which may from time to time come into existence and (ii) any loan covenant or other provision for the benefit of the holders of Senior Debt, the holders of 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 the Corporation this corporation to the holders of the Common Stock by reason of their ownership thereofStock, but after and subject an amount per share equal to the payment in full sum of all amounts required to be distributed to the holders of the Corporation's Series A Convertible Exchangeable Preferred Stock (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] Redemption Price (as adjusted for any stock dividends, combinations or splits with respect to such shares) ("Series B Liquidation Preference"defined in Section 1.6 herein), respectively. If upon the occurrence of such event, the assets and funds thus to be distributed among the holders of 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 any series of Preferred Stock which may from time to time come into existence (other than the Series B Liquidation PreferenceA and Series C Preferred Stock), then the entire assets and funds of the Corporation this corporation legally available for distribution to the holders of Series B Preferred Stock 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. Written notice of the liquidation, dissolution or winding up, stating a payment date, the amount of the liquidation payment and place where the amount distributable shall be payable, shall be given by mail, postage prepaid, not less than fifteen (15) days prior to the payment dated stated therein, to each holder of record of the Series B Liquidation Preference Preferred Stock, such notice to be addressed to each such holder is otherwise entitled to receiveat his or its post office address as shown by the records of this corporation.

Liquidation Preference. a. (a) In the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation, the holders of shares of Preferred Stock Series A-2 then outstanding shall be entitled to be paid out of the assets of the Corporation available for distribution to its shareholders an amount in cash equal to the Stated Value for each share outstanding, plus (i) an amount in cash equal to all accrued but unpaid dividends thereon to the date fixed for liquidation; and (ii) an amount equal to the pro rata portion of the assets of the Corporation remaining for distribution to the holders of the Common Stock determined on an as- if-converted into Common Stock basis (determined without regard to any limitation on the convertability of the Preferred Stock Series A-2 as a result of the number of authorized and unissued shares of Common Stock), before any payment shall be made or any assets distributed to the holders of any of the Junior Securities. No full preferential payment on account of any liquidation, dissolution or winding up of the Corporation, whether voluntary or involuntary, the holders of 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 the Corporation made to the holders of any class of Equivalent Securities (as hereinafter defined) unless there shall likewise be paid at the Common same time to holders of Preferred Stock by reason Series A-2 the full amounts to which such holders are entitled with respect to such distribution. If the assets of their ownership thereof, but after and subject the Corporation are not sufficient to the payment pay in full of all amounts required to be distributed the liquidation payments payable to the holders of the Corporation's Series A Convertible Exchangeable outstanding shares of Preferred Stock (the "Series A Preferred Stock") A-2 and any other Senior Securities ranking on liquidation prior and in preference to the Series B Preferred Stockoutstanding shares of Equivalent Securities, the amount of $__ per share [THE PURCHASE PRICE PER SHARE FOR THE SERIES B PREFERRED STOCK] (as adjusted for any stock dividends, combinations or splits with respect to such shares) ("Series B Liquidation Preference"), respectively. If upon the occurrence of such event, the assets and funds thus distributed among then the holders of all such shares shall share ratably in such distribution of assets in accordance with the Series B full respective preferential amounts that would be payable on such shares of Preferred Stock shall be insufficient to permit the payment to Series A-2 and such holders shares of the full aforesaid Series B Liquidation Preference, then the entire assets and funds of the Corporation legally available for distribution to the holders of Series B Preferred Stock shall be distributed ratably among the holders of the Series B Preferred Stock Equivalent Securities if all amounts payable thereon were paid in proportion to the Series B Liquidation Preference each such holder is otherwise entitled to receivefull.

Liquidation Preference. a. Series A Preferred Stock. In the event of any liquidation, ------------------------ dissolution or winding up of the Corporationthis corporation, whether either voluntary or involuntary, the holders a holder of the Series B A Preferred Stock shall be entitled to receive, prior and in preference to any distribution of any of the assets or surplus funds of the Corporation this corporation to the holders of the any other series of Preferred Stock or Common Stock by reason of their ownership thereof, but after and subject an amount per share equal to the payment in full greater of all amounts required to be distributed to (A) the holders sum of the Corporation's (i) $6.9629 for each outstanding share of Series A Convertible Exchangeable Preferred Stock (the "Original Series A Issue Price") as adjusted to reflect any ----------------------------- share split, share dividend, combination, reclassification or similar event involving the Series A Preferred Stock", plus any declared but unpaid dividends on such share, and (ii) and an amount equal to a ten percent (10%) annual rate of return compounded annually, from the date of issuance of such stock through the date on which such payment is made, on the Original Series A Issue Price or (B) the value such holder would receive if each outstanding share of the Series A Preferred Stock had been converted into Common Stock pursuant to Section 4 hereof immediately prior to such liquidation, dissolution or winding up of this corporation (treating the Series A Preferred Stock for purposes of this Section as being fully convertible notwithstanding any other Senior Securities ranking on liquidation prior and in preference provision to the Series B Preferred Stock, the amount of $__ per share [THE PURCHASE PRICE PER SHARE FOR THE SERIES B PREFERRED STOCK] (as adjusted for any stock dividends, combinations or splits with respect to such shares) ("Series B Liquidation Preference"contrary contained herein), respectively. If upon the occurrence of such event, the assets and funds thus to be distributed among the holders of the Series B A Preferred Stock shall be are insufficient to permit the payment to such holders of the full aforesaid Series B Liquidation Preferencepreferential amounts, 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 B A Preferred Stock in proportion to the Series B Liquidation Preference amount of such stock then owned by each such holder is otherwise entitled to receiveholder.

Liquidation Preference. a. In the event of any liquidation, dissolution or winding up of the Corporation, whether either voluntary or involuntaryinvoluntary (each a “Liquidation Event”), the holders of the Series B B1 Preferred Stock shall be entitled to receive, prior and in preference to receive pari passu with any distribution Distribution of any of the assets or surplus funds of the Corporation to the holders of the Common Corporation’s Series B Preferred Stock by reason and prior and in preference to any Distribution of their ownership thereof, but after and subject to any of the payment in full assets of all amounts required to be distributed the Corporation to the holders of the Corporation's ’s securities other than Senior Securities by reason of their ownership of such stock, but not prior to any holders of the Corporation’s Senior Securities, which holders of the Senior Securities shall have priority to the Distribution of any assets of the Corporation, an amount per share for each share of Series A Convertible Exchangeable B1 Preferred Stock held by them equal to the sum of (i) the "Liquidation Preference, and (ii) all Accrued Dividends and all declared but unpaid dividends on such share of Series A B1 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] (as adjusted for any stock dividends, combinations or splits with respect to such shares) ("Series B Liquidation Preference"), respectively. If upon the occurrence liquidation, dissolution or winding up of such eventthe Corporation, the assets of the Corporation legally available for distribution to the holders of the Series B1 Preferred Stock (i.e., after payment of the Corporation’s liabilities and funds thus distributed among payment to any holders of the Corporation’s Senior Securities and pari passu with the holders of the Series B Preferred Stock shall be Stock) are insufficient to permit the payment to such holders of the full aforesaid Series B Liquidation Preference, amounts specified in this Section then the entire assets and funds of the Corporation legally available for distribution to the holders of Series B Preferred Stock shall be distributed ratably with equal priority and pro rata among the holders of the Series B Preferred Stock and Series B1 Preferred Stock in proportion to the Series B Liquidation Preference each such holder is full amounts they would otherwise be entitled to receivereceive pursuant to this Section and applicable law.

Liquidation Preference. a. (a) In the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation, the holders of shares of Series 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 the Stated Value for each share outstanding, plus an amount in cash equal to all accrued but unpaid dividends thereon to the date fixed for liquidation, before any payment shall be made or any assets distributed to the holders of any of the Junior Securities (the "Liquidation Preference"). No full preferential payment on account of any liquidation, dissolution or winding up of the Corporation, whether voluntary or involuntary, the holders of 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 the Corporation made to the holders of any class of Equivalent Securities (as hereinafter defined in Section 5 below) unless there shall likewise be paid at the Common same time to holders of Series A Preferred Stock by reason the full amounts to which such holders are entitled with respect to such distribution. If the assets of their ownership thereof, but after and subject the Corporation are not sufficient to the payment pay in full of all amounts required to be distributed the liquidation payments payable to the holders of the Corporation's Series A Convertible Exchangeable Preferred Stock (the "outstanding shares of Series A Preferred Stock") Stock and any other Senior Securities ranking on liquidation prior and in preference to the Series B Preferred Stockoutstanding shares of Equivalent Securities, the amount of $__ per share [THE PURCHASE PRICE PER SHARE FOR THE SERIES B PREFERRED STOCK] (as adjusted for any stock dividends, combinations or splits with respect to such shares) ("Series B Liquidation Preference"), respectively. If upon the occurrence of such event, the assets and funds thus distributed among then the holders of all such shares shall share ratably in such distribution of assets in accordance with the full respective preferential amounts that would be payable on such shares of Series B A Preferred Stock shall be insufficient to permit the payment to and such holders shares of the full aforesaid Series B Liquidation Preference, then the entire assets and funds of the Corporation legally available for distribution to the holders of Series B Preferred Stock shall be distributed ratably among the holders of the Series B Preferred Stock Equivalent Securities if all amounts payable thereon were paid in proportion to the Series B Liquidation Preference each such holder is otherwise entitled to receivefull.

Liquidation Preference. a. In the event of any Upon liquidation, dissolution or and winding up of the Corporation, Corporation (whether voluntary or involuntary) (a “Liquidation Event”), the Corporation shall pay to the holders of 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 the Corporation to the holders of the Common Stock by reason of their ownership thereof, but after and subject to the payment in full of all amounts required to be distributed to the holders of the Corporation's Series A Convertible Exchangeable H Preferred Stock (unless otherwise provided for in the "Series A Preferred Stock"resolution or resolutions creating such 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] (as adjusted for any stock dividends, combinations or splits with respect aggregate Liquidation Value attributable to such sharesshares (each, a “Share”) ("Series B Liquidation Preference"), respectivelyplus any unpaid dividends thereon. 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 B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock, Series F Preferred Stock, Series G Preferred Stock shall be and Series H Preferred Stock are insufficient to permit the payment to such holders of the full aforesaid Series B Liquidation Preferenceaggregate amount which they are entitled to be paid under this Section 3 or Article IV, Section 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 to be distributed to the holders of Series B Preferred Stock Corporation’s stockholders shall be distributed ratably among in accordance with the holders priorities set forth in Article IV, Section 3 of the Charter with the Series B H Preferred Stock in proportion ranking parri passu with the Series D, F and G Preferred Stock and 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 Preference 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 in connection with such holder is otherwise entitled to receiveLiquidation Event. A Change of Control shall not be deemed a Liquidation Event for purposes of this Section 3.

Liquidation Preference. a. (a) In the event of any liquidation, dissolution dissolution, or winding up of the Corporation, whether voluntary or involuntaryinvoluntary (a “Liquidation Event”), the holders of the Series B C 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 the Corporation to the holders of the Company's Common Stock by reason or any other holder of their ownership thereof, but after and subject to the payment in full a class or series of all amounts required to be distributed to the holders Company capital stock or other securities of the Corporation's Company, an amount per share equal to 100% (in the event of a Deemed Liquidation (as hereinafter defined), the percentage shall be 130%) of $2,500.00 per share of Series A Convertible Exchangeable C Preferred Stock (the "Series A Preferred Stock") and any other Senior Securities ranking on liquidation prior all accrued 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] unpaid dividends thereon (as adjusted for any stock dividends, combinations combinations, splits or splits the like with respect to such sharesshare) ("the “Series B C Liquidation Preference"”), respectively. If upon the occurrence of such eventa Liquidation Event, (i) the assets assets, capital and funds thus distributed among the holders of the Series B C Preferred Stock shall be insufficient to permit the payment to such holders of the full aforesaid Series B C Liquidation Preference, then the entire assets and funds of the Corporation legally available for distribution to the holders of Series B Preferred Stock shall be distributed ratably among the holders of the Series B C Preferred Stock in proportion to the aggregate Series B C Liquidation Preference each such holder is otherwise entitled to receivereceive or (ii) after payment to the holders of the Series C Preferred Stock their full Series C Liquidation Preference there shall remain assets, capital or funds of the Corporation legally available for distribution to 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 C Preferred Stock shall be entitled to receive a distribution of such remaining assets, capital or funds ratably with the holders of the Common Stock as if such Series C Preferred Stock had been converted into Common Stock.

Liquidation Preference. a. (a) In the event of any liquidation, dissolution or winding up of the CorporationCompany ("Liquidation Event"), whether either voluntary or involuntary, the holders Holders of the shares of Series B A 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 or surplus funds of the Corporation distribution to Parity Securities, an amount per share equal to the holders sum of the Common Stock by reason of their ownership thereof(i) $62.50 and (ii) all accrued and unpaid dividends thereon, but after whether or not earned or declared, and subject to the payment in full of all amounts required to be distributed to the holders of the Corporation's Series A Convertible Exchangeable Preferred Stock (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] (as adjusted for any stock dividends, combinations or splits with respect to such shares) ("Series B Liquidation Preference"), respectivelyno 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 B A Convertible Preferred Stock shall be insufficient to permit the payment to such holders Holders of the full aforesaid preferential amounts due to the Holders of the Series B Liquidation Preference, A Convertible Preferred Stock then the entire assets and funds of the Corporation Company legally available for distribution to the holders of Series B Preferred Stock shall be distributed ratably among the holders Holders of the Series B A Convertible Preferred Stock in proportion 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 Liquidation Preference each such holder is otherwise entitled to receiveA Convertible Preferred Stock.

Liquidation Preference. a. In the event of any a liquidation, dissolution or winding up of the CorporationCompany, whether voluntary or involuntaryinvoluntary (a "Liquidation"), the holders of the Series B Preferred Stock then outstanding shall be entitled to receivereceive out of the available assets of the Company, prior and in preference to any distribution whether such assets are stated capital or surplus of any nature, an amount in cash on such date equal to $1,000 per share of Series B Preferred Stock (the "Liquidation Preference") plus an amount in cash in respect of any accrued but unpaid Dividends as of such date. Such payment shall be made before any payment shall be made or any assets or surplus funds of the Corporation to the holders of the Common Stock by reason of their ownership thereof, but after and subject to the payment in full of all amounts required to be distributed to the holders of any class or series of the Corporation's Series A Convertible Exchangeable Preferred Common Stock (the "Series A Preferred Stock") and or any other Senior Securities class or series of the Company's capital stock ranking on junior as to liquidation prior and in preference rights to the Series B Preferred Stock, the amount of $__ per share [THE PURCHASE PRICE PER SHARE FOR THE SERIES B PREFERRED STOCK] (as adjusted for any stock dividends, combinations or splits with respect to such shares) ("Series B Liquidation Preference"), respectively. If upon the occurrence of such event, any Liquidation the assets and funds thus distributed among available for payment of the Liquidation Preference are insufficient to permit the payment to the holders of the Series B Preferred Stock of the full preferential amounts described in this Section 4, then all the available assets shall be insufficient to permit distributed among the payment to such holders of the full aforesaid Series B Liquidation Preference, then the entire assets and funds of the Corporation legally available for distribution to the holders outstanding shares of Series B Preferred Stock shall be distributed ratably among and the holders then outstanding shares of capital stock ranking on a parity with the Series B Preferred Stock in proportion as to distributions upon Liquidation, pro rata according to the number of then outstanding shares of Series B Preferred Stock and then outstanding shares of parity stock held by each holder thereof. A merger or consolidation of the Company, or a sale of all or substantially all of its assets, shall not constitute a Liquidation Preference each for purposes of this Section 4, unless in connection with such holder is otherwise entitled to receivemerger or consolidation or sale of all or substantially all of the Company's assets, the stockholders of the Company specifically determine that such transaction be deemed a Liquidation.

Liquidation Preference. a. In the event of any liquidation, dissolution or winding up of the Corporationthis corporation, whether either voluntary or involuntary, the holders of the Series B C Preferred Stock and Series D Preferred Stock shall be entitled to receive, prior and in preference to any distribution of any of the assets or surplus funds of the Corporation this corporation to the holders of the Series A Preferred Stock, Series B Preferred Stock or Common Stock by reason of their ownership thereof, but after and subject an amount per share equal to the payment in full sum of all amounts required to be distributed to the holders (i) $5.50 for each outstanding share of the Corporation's Series A Convertible Exchangeable C Preferred Stock and $7.50 for each outstanding share of Series D Preferred Stock (the "Series A Preferred Stock") and any other Senior Securities ranking on liquidation prior and in preference subject to the Series B Preferred Stockappropriate adjustments for stock splits, the amount of $__ per share [THE PURCHASE PRICE PER SHARE FOR THE SERIES B PREFERRED STOCK] (as adjusted for any stock dividends, combinations or splits with respect other recapitalizations and hereafter referred to such shares) (as the "Original Series B Liquidation PreferenceC Issue Price" and "Original Series D Issue Price," respectively), respectivelyand (ii) an amount equal to declared but unpaid dividends on such shares of Series C Preferred Stock and Series D Preferred Stock as applicable. If upon the occurrence of such event, the assets and funds thus distributed among the holders of the Series B C Preferred Stock and Series D Preferred Stock shall be insufficient to permit the payment to such holders of the full aforesaid Series B Liquidation Preferencepreferential amounts, 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 B C Preferred Stock and Series D Preferred Stock in proportion to the aggregate liquidation preferences of the respective series, and ratably among the holders of the Series B Liquidation Preference C Preferred Stock and Series D Preferred Stock in proportion to the amount of such stock owned by each such holder is otherwise entitled to receiveholder.

Liquidation Preference. a. (a) In the event of any liquidationdissolution, dissolution liquidation or winding up of the CorporationCorporation (a “Liquidation”), whether voluntary or involuntary, each holder of Series A Preferred Stock shall be entitled, after provision for the payment of the Corporation’s debts and other liabilities, to be paid in cash in full, before any distribution is made on any Common Stock, an amount of $10,000 per share, in cash (the “Series A Liquidation Amount”). The Corporation shall, not later than 20 days prior to the earlier of the record date for the taking of a vote of stockholders with respect to any Dissolution or the date set for the consummation of a Dissolution, provide to the holders of the Series B A Preferred Stock shall be entitled to receive, prior such information concerning the terms of the Dissolution and in preference to any distribution of any the value of the assets or surplus funds of the Corporation to as may be reasonably requested by the holders of the Common Stock by reason shares of their ownership thereof, but after and subject to the payment in full of all amounts required to be distributed to the holders of the Corporation's Series A Convertible Exchangeable Preferred Stock (the "Series A Preferred Stock") and any other Senior Securities ranking on liquidation prior and in preference to the Series B Preferred Stock. If, upon a Dissolution, the amount net assets of $__ per share [THE PURCHASE PRICE PER SHARE FOR THE SERIES B PREFERRED STOCK] (as adjusted for any stock dividends, combinations or splits with respect to such shares) ("Series B Liquidation Preference"), respectively. If upon the occurrence of such event, the assets and funds thus distributed Corporation distributable among the holders of the all outstanding Series B A Preferred Stock shall be insufficient to permit the payment to such holders of the full aforesaid Series B A Liquidation PreferenceAmount in full, then the entire net assets and funds of the Corporation legally available remaining after the provision for distribution to the holders payment of Series B Preferred Stock the Corporation’s debts and other liabilities shall be distributed ratably among the holders of the Series B A Preferred Stock ratably in proportion to the full preferential amounts to which they would otherwise be respectively entitled on account of their Series B A Preferred Stock. Upon any such Dissolution, after the holders of Series A Preferred Stock shall have been paid in full the Series A Liquidation Preference each such holder is otherwise entitled Amount, the remaining net assets of the Corporation shall be distributed to receivethe other stockholders of the Corporation as their respective interests may appear.

Liquidation Preference. a. (i) In the event of any liquidation, dissolution or winding up of the CorporationCorporation (“Liquidation Event”), whether either voluntary or involuntary, the holders Holders of the shares of Series B A Convertible Preferred Stock shall be entitled to receive, immediately after any distributions to Senior Securities required by the Corporation’s Articles of Incorporation or any Articles of designation, and prior and in preference to any distribution of to Junior Securities but in parity with any of the assets or surplus funds of the Corporation distribution to Parity Securities, an amount per share equal to the holders sum of the Common Stock by reason of their ownership thereof, but after (i) $10.00 and subject to the payment in full of (ii) all amounts required to be distributed to the holders of the Corporation's Series A Convertible Exchangeable Preferred Stock (the "Series A Preferred Stock") accrued and any other Senior Securities ranking on liquidation prior unpaid dividends thereon 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] (as adjusted for any stock dividends, combinations or splits with respect to such shares) ("Series B Liquidation Preference"), respectivelyno 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 B A Convertible Preferred Stock and Parity Securities shall be insufficient to permit the payment to such holders Holders of the full aforesaid preferential amounts due to the Holders of the Series B Liquidation PreferenceA Convertible Preferred Stock and the Parity Securities, respectively, then the entire assets and funds of the Corporation legally available for distribution to the holders of Series B Preferred Stock shall be distributed ratably among the holders Holders of the Series B A Convertible Preferred Stock in proportion and the Parity Securities, pro rata, based on the respective liquidation amounts to which the Series B Liquidation Preference Holders of each such holder is otherwise series are entitled to receiveby the Corporation's Articles of Incorporation and any certificate(s) of designation relating thereto.

Liquidation Preference. a. (i) In the event of any liquidation, dissolution or winding up of the CorporationLiquidation, 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, the holders of the Series B A Preferred Stock shall be entitled to receive, prior and in preference to any distribution of any receive out of the assets or surplus funds of the Corporation to the holders of the Common Stock by reason of their ownership thereof, but after and subject to the payment in full of all amounts required to be distributed to the holders of the Corporation's Series A Convertible Exchangeable Preferred Stock (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] (as adjusted for any stock dividends, combinations or splits with respect to such shares) ("Series B Liquidation Preference"), respectively. 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 Series B Liquidation Preference, then the entire assets and funds of the Corporation legally available for distribution to the holders its stockholders, on behalf of each share of Series B A Preferred Stock shall be distributed ratably among held by such holder, U.S.$235.90 (the "Original Issue Price") (as appropriately adjusted for any combinations, divisions or similar recapitalizations affecting the Series A Preferred Stock) and all accumulated or accrued and unpaid dividends thereon (collectively, the "Series A Liquidation Preference"). If, upon any Liquidation, the assets of the Corporation available for distribution to its stockholders are insufficient to pay the holders of the Series B A Preferred Stock the full amounts to which they are entitled pursuant to clause (b)(i) above, the holders of the Series A Preferred Stock shall share pro rata in any distribution of assets in proportion to the respective amounts which would be payable to the holders of the Series B Liquidation Preference each A Preferred Stock in respect of the shares held by them if all amounts payable to them in respect of such holder is otherwise entitled were paid in full pursuant to receiveclause (b)(i) above.

Liquidation Preference. a. In the event of any liquidation, dissolution or winding up of the Corporation, whether voluntary or involuntary, the holders of ---------------------- 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 the Corporation Company to the holders of the Common Stock by reason or any other class of their ownership thereof, but after and subject shares of preferred stock of the Company ranking junior to the payment 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 full 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 all amounts required 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 Corporation's Series A Convertible Exchangeable Preferred Common Stock (the "Series A Preferred Stock") and any other Senior Securities ranking on liquidation prior and in preference until each holder shall have received an amount per share equal to the Series B Preferred Stockpreferred amount. Thereafter, any remaining assets or funds shall be distributed pro rata to the amount holders of $__ per share [THE PURCHASE PRICE PER SHARE FOR THE SERIES B PREFERRED STOCK] (as adjusted for any stock dividends, combinations or splits with respect to such shares) ("Series B Liquidation Preference"), respectively. If upon the occurrence of such event, the assets Common Stock 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 Stock, counting Series B Liquidation PreferenceShares on an as-if-converted basis. If upon the occurrence of any Liquidation, then the entire assets and funds of the Corporation legally Company available for the distribution to the holders of Series B Preferred Stock its shareholders shall be distributed ratably among insufficient to pay the holders of the Series B Preferred Stock Shares the full preferred amount to which they shall be entitled, the holders of the Series B Shares shall share ratably in any distribution of such assets and surplus funds in proportion to the Series B Liquidation Preference each such holder is otherwise entitled to receiveShares held by them.