Common use of Liquidation Preference Clause in Contracts

Liquidation Preference. In the event of any voluntary or involuntary liquidation, dissolution or winding-up of the Company, each Holder shall be entitled to receive out of the assets of the Company available for distribution to stockholders of the Company, before any distribution of assets is made on the Common Stock or any other Junior Stock, an amount equal to the greater of (i) the aggregate Liquidation Preference attributable to shares of Series A Preferred Stock held by such Holder, subject to adjustment as provided in Section 15(a), plus an amount equal to the sum of all accrued and unpaid cumulative dividends, and (ii) the product of (x) the amount per share that would have been payable upon such liquidation, dissolution or winding-up to the holders of shares of Common Stock or such other class or series of securities into which the Series A Preferred Stock is then convertible (assuming the conversion of each share of Series A Preferred Stock), multiplied by (y) the number of shares of Common Stock or such other securities into which the shares of Series A Preferred Stock held by such Holder are then convertible. None of (i) the sale of all or substantially all of the property or business of the Company (other than in connection with the voluntary or involuntary liquidation, dissolution or winding-up of the Company), (ii) the merger, conversion or consolidation of the Company into or with any other Person or (iii) the merger, conversion or consolidation of any other Person into or with the Company, shall constitute a voluntary or involuntary liquidation, dissolution or winding-up of the Company for the purposes of the immediately preceding paragraph. In the event the assets of the Company available for distribution to Holders upon any liquidation, winding-up or dissolution of the Company, whether voluntary or involuntary, shall be insufficient to pay in full all amounts to which such Holders are entitled pursuant to this Section 4, no such distribution shall be made on account of any shares of Parity Stock upon such liquidation, dissolution or winding-up unless proportionate distributable amounts shall be paid on account of the shares of Series A Preferred Stock, ratably, in proportion to the full distributable amounts for which Holders and holders of any Parity Stock are entitled upon such liquidation, winding-up or dissolution, with the amount allocable to each series of such stock determined on a pro rata basis of the aggregate liquidation preference of the outstanding shares of each series and accrued and unpaid dividends to which each series is entitled. After the payment to the Holders of the full preferential amounts provided for above, the Holders as such shall have no right or claim to any of the remaining assets of the Company.

Liquidation Preference. In the event of (a) Upon any voluntary or involuntary liquidation, dissolution or winding-winding up of the CompanyCorporation, each Holder the Holders of all shares of Series B Preferred Stock then outstanding shall be entitled to receive be paid out of the assets of the Company Corporation available for distribution to its stockholders of the Company, before any distribution of assets is made on the Common Stock or any other Junior Stock, an amount in cash equal to the greater of (i) the aggregate Liquidation Preference attributable to shares of Series A Preferred Stock held by such Holder, subject to adjustment as provided in Section 15(a)per share, plus an amount equal to a prorated dividend from the sum of all accrued and unpaid cumulative dividends, and (ii) last Dividend Payment Date to the product of (x) the amount per share that would have been payable upon such date fixed for liquidation, dissolution or winding-winding up, before any distribution is made on any Series B Junior Securities. If upon any voluntary or involuntary liquidation, dissolution or winding up of the Corporation, the application of all amounts available for payments with respect to Series B Preferred Stock and all other Series B Parity Securities would not result in payment in full of Series B Preferred Stock and such other Series B Parity Securities, the Holders of Series B Preferred Stock and holders of Series B Parity Securities shall share equally and ratably in any distribution of assets of the Corporation in proportion to the holders full Liquidation Preference to which each is entitled. After payment in full pursuant to this paragraph B(4)(a), the Holders of Series B Preferred Stock shall not be entitled to any further participation in any distribution in the event of liquidation, dissolution or winding up of the affairs of the Corporation. (b) For the purposes of paragraph B(4)(a), neither the voluntary sale, conveyance, exchange or transfer (for cash, shares of Common Stock stock, securities or such other class or series of securities into which the Series A Preferred Stock is then convertible (assuming the conversion of each share of Series A Preferred Stock), multiplied by (yconsideration) the number of shares of Common Stock or such other securities into which the shares of Series A Preferred Stock held by such Holder are then convertible. None of (i) the sale of all or substantially all of the property or business assets of the Company (Corporation nor the consolidation, merger or other than in connection with the voluntary or involuntary liquidation, dissolution or winding-up business combination of the Company), (ii) the merger, conversion Corporation with one or consolidation of the Company into or with any other Person or (iii) the merger, conversion or consolidation of any other Person into or with the Company, more corporations shall constitute be deemed to be a voluntary or involuntary liquidation, dissolution or winding-winding up of the Company for the purposes Corporation, unless such sale, conveyance, exchange or transfer is in connection with a dissolution or winding up of the immediately preceding paragraph. In the event the assets business of the Company available for distribution to Holders upon Corporation; provided, however, that any liquidation, winding-up consolidation or dissolution merger of the Company, whether voluntary or involuntary, Corporation in which the Corporation is not the surviving entity shall be insufficient deemed to pay in full all amounts to which such Holders are entitled pursuant to this Section 4, no such distribution shall be made on account of any shares of Parity Stock upon such a liquidation, dissolution or winding-winding up unless proportionate distributable amounts shall be paid on account of the shares affairs of the Corporation within the meaning of this paragraph B(4)(b) if, (i) in connection therewith, the holders of Common Stock of the Corporation receive as consideration, whether in whole or in part, for such Common Stock (1) cash, (2) notes, debentures or other evidences of indebtedness or obligations to pay cash or (3) preferred stock of the surviving entity (whether or not the surviving entity is the Corporation) which ranks on a parity with or senior to the preferred stock received by holders of the Series A B Preferred Stock with respect to liquidation or dividends or (ii) the holders of the Series B Preferred Stock do not receive preferred stock of the surviving entity with rights, powers and preferences equal to (or more favorable to the holders than) the rights, powers and preferences of the Series B Preferred Stock, ratably, in proportion to the full distributable amounts for which Holders and holders of any Parity Stock are entitled upon such liquidation, winding-up or dissolution, with the amount allocable to each series of such stock determined on a pro rata basis of the aggregate liquidation preference of the outstanding shares of each series and accrued and unpaid dividends to which each series is entitled. After the payment to the Holders of the full preferential amounts provided for above, the Holders as such shall have no right or claim to any of the remaining assets of the Company.

Liquidation Preference. (a) In the event of any liquidation, winding up or dissolution of the Corporation, whether voluntary or involuntary liquidation, dissolution or winding-up of the Companyinvoluntary, each Holder shall be entitled to receive in respect of its shares of Series A Preferred Stock and to be paid out of the assets of the Company Corporation legally available for distribution to stockholders its stockholders, after satisfaction of liabilities to the Company, Corporation’s creditors and holders of shares of Senior Stock and before any payment or distribution of assets is made on to holders of Junior Stock (including the Common Stock or any other Junior Stock), an amount equal to the greater of (i) the aggregate Liquidation Preference attributable to shares per share of Series A Preferred Stock held by such Holder, subject to adjustment as provided in Section 15(a), plus an amount equal to all accumulated and unpaid dividends on such shares, whether or not declared, to, but not including the sum date fixed for liquidation, winding up or dissolution. (b) Neither the sale, conveyance, exchange or transfer of all accrued and unpaid cumulative dividendsor substantially all the assets or business of the Corporation (other than in connection with the liquidation, and (ii) winding up or dissolution of the product Corporation), nor the merger or consolidation of (x) the amount per Corporation into or with any other Person, nor any share that would have been payable upon exchange or division involving the Corporation pursuant to applicable statutes providing for the consolidation, merger, share exchange or division, shall be deemed to be a liquidation, winding up or dissolution, whether voluntary or involuntary, for the purposes of this Section 7, notwithstanding that, for other purposes, such as for tax purposes, such an event may constitute a liquidation, dissolution or winding-up winding up. In addition, no payment shall be made to Holders pursuant to this Section 7 upon the liquidation, dissolution or winding up, whether voluntary or involuntary, of any of the Corporation’s Subsidiaries or upon any reorganization of the Corporation’s Subsidiaries with or without the approval of the Corporation’s stockholders. (c) After the payment to the holders Holders of shares of Common Stock or such other class or series of securities into which the Series A Preferred Stock is then convertible (assuming the conversion of each share of Series A Preferred Stock), multiplied by (y) the number of shares of Common Stock or such other securities into which the shares of Series A Preferred Stock held by of full preferential amounts provided for in this Section 7, the Holders of Series A Preferred Stock as such Holder are then convertible. None of (i) the sale of all shall have no right or substantially all claim to any of the property or business remaining assets of the Company Corporation. (other than in connection with the voluntary or involuntary liquidation, dissolution or winding-up of the Company), (iid) the merger, conversion or consolidation of the Company into or with any other Person or (iii) the merger, conversion or consolidation of any other Person into or with the Company, shall constitute a voluntary or involuntary liquidation, dissolution or winding-up of the Company for the purposes of the immediately preceding paragraph. In the event the assets of the Company Corporation available for distribution to the Holders and holders of shares of Parity Stock upon any liquidation, winding-winding up or dissolution of the CompanyCorporation, whether voluntary or involuntary, shall be insufficient to pay in full all amounts to which such Holders holders are entitled pursuant to this Section 47, no such distribution shall be made on account Holders and such holders of any shares of Parity Stock upon such liquidationshall share, dissolution or winding-up unless proportionate distributable amounts shall be paid on account of the shares of Series A Preferred Stock, ratably, equally and ratably in proportion to the respective full distributable amounts for to which Holders and such holders of any Parity Stock are entitled upon such liquidationpursuant to this Section 7, winding-up or dissolution, with the amount allocable to each series of such stock determined on a pro rata basis in any distribution of the aggregate liquidation preference of the outstanding shares of each series and accrued and unpaid dividends to which each series is entitled. After the payment to the Holders of the full preferential amounts provided for above, the Holders as such shall have no right or claim to any of the remaining assets of the CompanyCorporation.

Liquidation Preference. In the event of (a) Upon any voluntary or involuntary liquidation, dissolution or winding-winding up of the CompanyCorporation, each Holder the Holders of all shares of Series C Preferred Stock then outstanding shall be entitled to receive be paid out of the assets of the Company Corporation available for distribution to its stockholders of an amount in cash equal to the CompanyLiquidation Preference per share, before any distribution of assets is made on the Common Stock any Series C Junior Securities. If upon any voluntary or any other Junior Stock, an amount equal to the greater of (i) the aggregate Liquidation Preference attributable to shares of Series A Preferred Stock held by such Holder, subject to adjustment as provided in Section 15(a), plus an amount equal to the sum of all accrued and unpaid cumulative dividends, and (ii) the product of (x) the amount per share that would have been payable upon such involuntary liquidation, dissolution or winding-winding up of the Corporation, the application of all amounts available for payments with respect to Series C Preferred Stock and all other Series C Parity Securities would not result in payment in full of Series C Preferred Stock and such other Series C Parity Securities, the Holders of Series C Preferred Stock and holders of Series C Parity Securities shall share equally and ratably in any distribution of assets of the Corporation in proportion to the holders full Liquidation Preference to which each is entitled. After payment in full pursuant to this paragraph C(4)(a), the Holders of Series C Preferred Stock shall not be entitled to any further participation in any distribution in the event of liquidation, dissolution or winding up of the affairs of the Corporation. (b) For the purposes of paragraph C(4)(a), neither the voluntary sale, conveyance, exchange or transfer (for cash, shares of Common Stock stock, securities or such other class or series of securities into which the Series A Preferred Stock is then convertible (assuming the conversion of each share of Series A Preferred Stock), multiplied by (yconsideration) the number of shares of Common Stock or such other securities into which the shares of Series A Preferred Stock held by such Holder are then convertible. None of (i) the sale of all or substantially all of the property or business assets of the Company (Corporation nor the consolidation, merger or other than in connection with the voluntary or involuntary liquidation, dissolution or winding-up business combination of the Company), (ii) the merger, conversion Corporation with one or consolidation of the Company into or with any other Person or (iii) the merger, conversion or consolidation of any other Person into or with the Company, more corporations shall constitute be deemed to be a voluntary or involuntary liquidation, dissolution or winding-winding up of the Company for the purposes Corporation, unless such sale, conveyance, exchange or transfer is in connection with a dissolution or winding up of the immediately preceding paragraph. In the event the assets business of the Company available for distribution to Holders upon Corporation; provided, however, that any liquidation, winding-up consolidation or dissolution merger of the Company, whether voluntary or involuntary, Corporation in which the Corporation is not the surviving entity shall be insufficient deemed to pay in full all amounts to which such Holders are entitled pursuant to this Section 4, no such distribution shall be made on account of any shares of Parity Stock upon such a liquidation, dissolution or winding-winding up unless proportionate distributable amounts shall be paid on account of the shares affairs of the Corporation within the meaning of this paragraph C(4)(b) if, (i) in connection therewith, the holders of Common Stock of the Corporation receive as consideration, whether in whole or in part, for such Common Stock (1) cash, (2) notes, debentures or other evidences of indebtedness or obligations to pay cash or (3) preferred stock of the surviving entity (whether or not the surviving entity is the Corporation) which ranks on a parity with or senior to the preferred stock received by holders of the Series A C Preferred Stock with respect to liquidation or dividends or (ii) the holders of the Series C Preferred Stock do not receive preferred stock of the surviving entity with rights, powers and preferences equal to (or more favorable to the holders than) the rights, powers and preferences of the Series C Preferred Stock, ratably, in proportion to the full distributable amounts for which Holders and holders of any Parity Stock are entitled upon such liquidation, winding-up or dissolution, with the amount allocable to each series of such stock determined on a pro rata basis of the aggregate liquidation preference of the outstanding shares of each series and accrued and unpaid dividends to which each series is entitled. After the payment to the Holders of the full preferential amounts provided for above, the Holders as such shall have no right or claim to any of the remaining assets of the Company.

Liquidation Preference. In the event of (a) Upon any voluntary or involuntary liquidation, dissolution or winding-winding up of the CompanyCorporation, each Holder the Holders of all shares of Series A Preferred Stock then outstanding shall be entitled to receive be paid out of the assets of the Company Corporation available for distribution to its stockholders of the Company, before any distribution of assets is made on the Common Stock or any other Junior Stock, an amount in cash equal to the greater of (i) the aggregate Liquidation Preference attributable to shares of Series A Preferred Stock held by such Holder, subject to adjustment as provided in Section 15(a)per share, plus an amount equal to a prorated dividend from the sum of all accrued and unpaid cumulative dividendslast Dividend Payment Date to the date fixed for liquidation, and (ii) the product of (x) the amount per share that would have been payable dissolution, or winding up, before any distribution is made on any Series A Junior Securities. If upon such any voluntary or involuntary liquidation, dissolution or winding-winding up of the Corporation, the application of all amounts available for payments with respect to the holders of shares of Common Stock or such other class or series of securities into which the Series A Preferred Stock is then convertible (assuming the conversion of each share of and all other Series A Preferred Stock), multiplied by (y) the number of shares of Common Stock or such other securities into which the shares Parity Securities would not result in payment in full of Series A Preferred Stock held by and such Holder are then convertibleother Series A Parity Securities, the Holders of Series A Preferred Stock and holders of Series A Parity Securities shall share equally and ratably in any distribution of assets of the Corporation in proportion to the full Liquidation Preference to which each is entitled. None After payment in full pursuant to this paragraph A(4)(a), the Holders of Series A Preferred Stock shall not be entitled to any further participation in any distribution in the event of liquidation, dissolution or winding up of the affairs of the Corporation. (ib) For the sale purposes of paragraph A(4)(a), neither the voluntary sale, conveyance, exchange or transfer (for cash, shares of stock, securities or other consideration) of all or substantially all of the property or business assets of the Company (Corporation nor the consolidation, merger or other than in connection with the voluntary or involuntary liquidation, dissolution or winding-up business combination of the Company), (ii) the merger, conversion Corporation with one or consolidation of the Company into or with any other Person or (iii) the merger, conversion or consolidation of any other Person into or with the Company, more corporations shall constitute be deemed to be a voluntary or involuntary liquidation, dissolution or winding-winding up of the Company for the purposes Corporation, unless such sale, conveyance, exchange or transfer is in connection with a dissolution or winding up of the immediately preceding paragraph. In the event the assets business of the Company available for distribution to Holders upon Corporation; provided, however, that any liquidation, winding-up consolidation or dissolution merger of the Company, whether voluntary or involuntary, Corporation in which the Corporation is not the surviving entity shall be insufficient deemed to pay in full all amounts to which such Holders are entitled pursuant to this Section 4, no such distribution shall be made on account of any shares of Parity Stock upon such a liquidation, dissolution or winding-winding up unless proportionate distributable amounts shall be paid on account of the shares business of the Corporation within the meaning of this paragraph A(4)(b) if, (i) in connection therewith, the holders of Common Stock of the Corporation receive as consideration, whether in whole or in part, for such Common Stock (1) cash, (2) notes, debentures or other evidences of indebtedness or obligations to pay cash or (3) preferred stock of the surviving entity (whether or not the surviving entity is the Corporation) which ranks on a parity with or senior to the preferred stock received by Holders of the Series A Preferred Stock with respect to liquidation or dividends or (ii) the Holders of the Series A Preferred Stock do not receive preferred stock of the surviving entity with rights, powers and preferences equal to (or more favorable to the holders than) the rights, powers and preferences of the Series A Preferred Stock, ratably, in proportion to the full distributable amounts for which Holders and holders of any Parity Stock are entitled upon such liquidation, winding-up or dissolution, with the amount allocable to each series of such stock determined on a pro rata basis of the aggregate liquidation preference of the outstanding shares of each series and accrued and unpaid dividends to which each series is entitled. After the payment to the Holders of the full preferential amounts provided for above, the Holders as such shall have no right or claim to any of the remaining assets of the Company.

Liquidation Preference. In the event of Upon any voluntary or involuntary liquidation, dissolution or winding-up of the CompanyCorporation, each Holder shall holder of shares of the Preferred Stock will be entitled to receive payment out of the assets of the Company Corporation available for distribution to stockholders of the Company, before any distribution of assets is made on the Common Stock or any other Junior Stock, an amount equal to the greater of (i) the aggregate Liquidation Preference attributable to shares per share of Series A Preferred Stock held by such Holder, subject to adjustment as provided in Section 15(a)holder, plus an amount equal Accrued Dividends, if any, to the sum of all accrued and unpaid cumulative dividends, and (ii) the product of (x) the amount per share that would have been payable upon such date fixed for liquidation, dissolution or winding-up up, before any distribution is made on any Junior Securities, including, without limitation, Common Stock of the Corporation. After payment in full of the Liquidation Preference and all Accrued Dividends, if any, to the which holders of shares of Common Stock or such other class or series of securities into which the Series A Preferred Stock is then convertible (assuming the conversion are entitled, such holders will not be entitled to any further participation in any distribution of each share of Series A Preferred Stock), multiplied by (y) the number of shares of Common Stock or such other securities into which the shares of Series A Preferred Stock held by such Holder are then convertible. None of (i) the sale of all or substantially all assets of the property or business of the Company (other than in connection with the Corporation. If, upon any voluntary or involuntary liquidation, dissolution or winding-up of the Company)Corporation, (ii) the mergeramounts payable with respect to the Preferred Stock and all other Parity Securities are not paid in full, conversion or consolidation the holders of the Company Preferred Stock and the Parity Securities will share equally and ratably in any distribution of assets of the Corporation in proportion to the full liquidation preference and accrued dividends, if any, to which each is entitled. However, neither the voluntary sale, conveyance, exchange or transfer (for cash, shares of stock, securities or other consideration) of all or substantially all of the property or assets of the Corporation nor the consolidation or merger of the Corporation with or into one or with any other Person or (iii) the merger, conversion or consolidation of any other Person into or with the Company, shall constitute more Persons will be deemed to be a voluntary or involuntary liquidation, dissolution or winding-up of the Company for the purposes of the immediately preceding paragraph. In the event the assets of the Company available for distribution to Holders upon any liquidationCorporation, winding-up unless such sale, conveyance, exchange or dissolution of the Company, whether voluntary or involuntary, transfer shall be insufficient to pay in full all amounts to which such Holders are entitled pursuant to this Section 4, no such distribution shall be made on account of any shares of Parity Stock upon such connection with a liquidation, dissolution or winding-up unless proportionate distributable amounts shall be paid on account of the shares of Series A Preferred Stock, ratably, in proportion to the full distributable amounts for which Holders and holders of any Parity Stock are entitled upon such liquidation, winding-up or dissolution, with the amount allocable to each series of such stock determined on a pro rata basis business of the aggregate liquidation preference of the outstanding shares of each series and accrued and unpaid dividends to which each series is entitled. After the payment to the Holders of the full preferential amounts provided for above, the Holders as such shall have no right or claim to any of the remaining assets of the CompanyCorporation.

Liquidation Preference. a. In the event of any voluntary or involuntary liquidation, dissolution or winding-winding up of the Companyaffairs of the Corporation, each Holder the holders of shares of New Preferred Stock then outstanding shall be entitled to receive be paid out of the assets of the Company Corporation available for distribution to its stockholders an amount in cash equal to the NP Base Amount for each share of New Preferred Stock outstanding plus an amount in cash equal to all accrued but unpaid dividends thereon to the Companydate fixed for liquidation (to the extent that such accrued but unpaid dividends are not included in the NP Base Amount), before any distribution payment shall be made or any assets distributed to the holders of assets is made on any of the Common Stock or any other Junior Stock, an amount equal to the greater of (i) the aggregate Liquidation Preference attributable to shares of Series A Preferred Stock held by such Holder, subject to adjustment as provided in Section 15(a), plus an amount equal to the sum of all accrued and unpaid cumulative dividends, and (ii) the product of (x) the amount per share that would have been payable upon such no more. Upon any liquidation, dissolution or winding-winding up of the Corporation, the New Preferred Stockholders will be entitled to be paid after payment or provision of payment to the holders of any security having a preference over the New Preferred Stock with respect to liquidation preference. If the assets of the Corporation are not sufficient to pay in full the liquidation payments payable to the holders of outstanding shares of Common Stock or the New Preferred Stock, then the holders of all such other class or series shares shall share ratably in such distribution of securities into assets in accordance with the amount which would be payable on such distribution if the amounts to which the Series A holders of outstanding shares of New Preferred Stock is then convertible are entitled were paid in full. b. For the purposes of this paragraph 3, neither the voluntary sale, conveyance, exchange or transfer (assuming the conversion of each share of Series A Preferred Stock)for cash, multiplied by (y) the number of shares of Common Stock stock, securities or such other securities into which the shares of Series A Preferred Stock held by such Holder are then convertible. None of (iconsideration) the sale of all or substantially all or part of the property or business assets of the Company (Corporation nor the consolidation or merger of the Corporation with one or more other than in connection with the voluntary or involuntary corporations shall be deemed to be a liquidation, dissolution or winding-up of the Company)winding up, (ii) the merger, conversion or consolidation of the Company into or with any other Person or (iii) the merger, conversion or consolidation of any other Person into or with the Company, shall constitute a voluntary or involuntary liquidation, dissolution or winding-up of the Company for the purposes of the immediately preceding paragraph. In the event the assets of the Company available for distribution to Holders upon any liquidation, winding-up or dissolution of the Company, whether voluntary or involuntary, shall be insufficient to pay in full all amounts to which such Holders are entitled pursuant to this Section 4, no such distribution shall be made on account of any shares of Parity Stock upon such liquidation, dissolution or winding-up unless proportionate distributable amounts shall be paid on account of the shares of Series A Preferred Stock, ratably, in proportion to the full distributable amounts for which Holders and holders of any Parity Stock are entitled upon such liquidation, winding-up or dissolution, with the amount allocable to each series of such stock determined on a pro rata basis affairs of the aggregate liquidation preference of the outstanding shares of each series and accrued and unpaid dividends to which each series is entitled. After the payment to the Holders of the full preferential amounts provided for above, the Holders as such shall have no right or claim to any of the remaining assets of the CompanyCorporation.

Liquidation Preference. In the event of any voluntary or involuntary liquidation, dissolution or winding-up of the Company, each Holder shall be entitled to receive out of the assets of the Company available for distribution to stockholders of the Company, before any distribution of assets is made on the Common Stock or any other Junior Stock, an amount equal to the greater of (ia) the aggregate Accreted Liquidation Preference attributable to shares of Series A Convertible Preferred Stock held by such Holder, subject to adjustment as provided in Section 15(a), plus an amount equal to the sum of all accrued and unpaid cumulative dividendsdividends (whether or not declared) for the then-current dividend period, and (iib) the product of (xi) the amount per share that would have been payable upon such liquidation, dissolution or winding-up to the holders of shares of Common Stock or such other class or series of securities into which the Series A Convertible Preferred Stock is then convertible (assuming the conversion of each share of Series A Convertible Preferred StockStock and without deduction for the Accreted Liquidation Preference otherwise payable pursuant to clause (a)), multiplied by (yii) the number of shares of Common Stock or such other securities into which the shares of Series A Convertible Preferred Stock held by such Holder are then convertible. None of (iA) the sale of all or substantially all of the property or business of the Company (other than in connection with the voluntary or involuntary liquidation, dissolution or winding-up of the Company), (iiB) the merger, conversion or consolidation of the Company into or with any other Person or (iiiC) the merger, conversion or consolidation of any other Person into or with the Company, shall constitute a voluntary or involuntary liquidation, dissolution or winding-up of the Company for the purposes of the immediately preceding paragraph. In the event the assets of the Company available for distribution to Holders upon any liquidation, winding-up or dissolution of the Company, whether voluntary or involuntary, shall be insufficient to pay in full all amounts to which such Holders are entitled pursuant to this Section 43, no such distribution shall be made on account of any shares of Parity Stock upon such liquidation, dissolution or winding-up unless proportionate distributable amounts shall be paid on account of the shares of Series A Convertible Preferred Stock, ratably, in proportion to the full distributable amounts for which Holders and holders of any Parity Stock are entitled upon such liquidation, winding-up or dissolution, with the amount allocable to each series of such stock determined on a pro rata basis of the aggregate liquidation preference of the outstanding shares of each series and accrued and unpaid dividends to which each series is entitled. After the payment to the Holders of the full preferential amounts provided for above, the Holders as such shall have no right or claim to any of the remaining assets of the Company.

Liquidation Preference. In the event of Upon any voluntary or involuntary liquidation, dissolution or winding-up of the CompanyCorporation or reduction or decrease in its capital stock resulting in a distribution of assets to the holders of any class or series of the Corporation’s capital stock, each Holder shall holder of shares of the Series A Preferred Stock will be entitled to receive payment out of the assets of the Company Corporation available for distribution to stockholders of the Company, before any distribution of assets is made on the Common Stock or any other Junior Stock, an amount equal to the greater of (i) the aggregate Liquidation Preference attributable to shares $100 per share of Series A Preferred Stock (the “Liquidation Preference”) held by such Holder, subject to adjustment as provided in Section 15(a)holder, plus an amount equal accrued and unpaid dividends, if any, to the sum date fixed for liquidation, dissolution, winding-up or reduction or decrease in capital stock, before any distribution is made on any Junior Securities, including, without limitation, Common Stock of the Corporation. After payment in full of the Liquidation Preference and all accrued and unpaid cumulative dividends, and (ii) the product of (x) the amount per share that would have been payable upon such liquidationif any, dissolution or winding-up to the which holders of shares of Common Stock or such other class or series of securities into which the Series A Preferred Stock is then convertible (assuming the conversion of each share of Series A Preferred Stock), multiplied by (y) the number of shares of Common Stock or such other securities into which the shares of Series A Preferred Stock held by are entitled, such Holder are then convertible. None holders will not be entitled to any further participation in any distribution of (i) the sale of all or substantially all assets of the property or business of the Company (other than in connection with the Corporation. If, upon any voluntary or involuntary liquidation, dissolution or winding-up of the Company)Corporation, (ii) the mergeramounts payable with respect to the Series A Preferred Stock and all other Parity Securities are not paid in full, conversion or consolidation the holders of the Company Series A Preferred Stock and the Parity Securities will share equally and ratably in any distribution of assets of the Corporation in proportion to the full liquidation preference and accumulated and unpaid dividends, if any, to which each is entitled. However, neither the voluntary sale, conveyance, exchange or transfer (for cash, shares of stock, securities or other consideration) of all or substantially all of the property or assets of the Corporation nor the consolidation or merger of the Corporation with or into one or with any other Person more individuals, partnerships, companies, associations, joint stock companies, limited liability companies, trusts, joint ventures, unincorporated organizations or governmental authorities (iiieach, a “Person”) the merger, conversion or consolidation of any other Person into or with the Company, shall constitute will be deemed to be a voluntary or involuntary liquidation, dissolution or winding-up of the Company for the purposes of the immediately preceding paragraph. In the event the assets of the Company available for distribution to Holders upon any liquidationCorporation or reduction or decrease in capital stock, winding-up unless such sale, conveyance, exchange or dissolution of the Company, whether voluntary or involuntary, transfer shall be insufficient to pay in full all amounts to which such Holders are entitled pursuant to this Section 4, no such distribution shall be made on account of any shares of Parity Stock upon such connection with a liquidation, dissolution or winding-up unless proportionate distributable amounts shall be paid on account of the shares of Series A Preferred Stock, ratably, in proportion to the full distributable amounts for which Holders and holders of any Parity Stock are entitled upon such liquidation, winding-up or dissolution, with the amount allocable to each series of such stock determined on a pro rata basis business of the aggregate liquidation preference of the outstanding shares of each series and accrued and unpaid dividends to which each series is entitled. After the payment to the Holders of the full preferential amounts provided for above, the Holders as such shall have no right Corporation or claim to any of the remaining assets of the Companyreduction or decrease in capital stock.

Liquidation Preference. In the event of (a) Upon any voluntary or involuntary liquidation, dissolution or winding-up of the Company, each Holder holder of Preferred Stock shall be entitled to receive payment out of the assets of the Company legally available for distribution to stockholders of the Company, before any distribution of assets is made on the Common Stock or any other Junior Stock, an amount equal to the greater of (i) the aggregate Liquidation Preference attributable to of the shares of Series A Preferred Stock held by such Holder, subject to adjustment as provided in Section 15(a)holder, plus an amount equal to the sum of all accrued and unpaid cumulative dividends, and (ii) accumulated dividends on those shares to but excluding the product date of (x) the amount per share that would have been payable upon such liquidation, dissolution or winding-up up, before any distribution is made on any Junior Stock, including Common Stock. After payment in full of the Liquidation Preference and an amount equal to the all accrued and unpaid and accumulated dividends to which holders of shares of Common Stock or such other class or series of securities into which the Series A Preferred Stock is then convertible (assuming the conversion of each share of Series A Preferred Stock)are entitled, multiplied by (y) the number of shares of Common Stock or such other securities into which the shares of Series A Preferred Stock held by such Holder are then convertible. None of (i) the sale of all or substantially all holders shall not be entitled to any further participation in any distribution of the property or business assets of the Company (other than in connection with the Company. If, upon any voluntary or involuntary liquidation, dissolution or winding-up of the Company), (ii) the mergeramounts payable with respect to shares of Preferred Stock and all other Parity Stock are not paid in full, conversion or consolidation the holders of shares of Preferred Stock and the holders of the Parity Stock shall share equally and ratably in any distribution of assets of the Company in proportion to the full liquidation preference and an amount equal to all accrued and unpaid and accumulated dividends, if any, to which each such holder is entitled. (b) Neither the voluntary sale, conveyance, exchange or transfer, for cash, shares of stock, securities or other consideration, of all or substantially all of the property or assets of the Company nor the consolidation, merger or amalgamation of the Company with or into or with any other Person entity or (iii) the mergerconsolidation, conversion merger or consolidation amalgamation of any other Person entity with or into or with the Company, Company shall constitute be deemed to be a voluntary or involuntary liquidation, dissolution or winding-up of the Company for the purposes of the immediately preceding paragraph. In the event the assets of the Company available for distribution to Holders upon any liquidation, winding-up or dissolution of the Company, whether voluntary or involuntary, shall be insufficient to pay in full all amounts to which such Holders are entitled pursuant to this Section 4, no such distribution shall be made on account of any shares of Parity Stock upon such liquidation, dissolution or winding-up unless proportionate distributable amounts shall be paid on account of the shares of Series A Preferred Stock, ratably, in proportion to the full distributable amounts for which Holders and holders of any Parity Stock are entitled upon such liquidation, winding-up or dissolution, with the amount allocable to each series of such stock determined on a pro rata basis of the aggregate liquidation preference of the outstanding shares of each series and accrued and unpaid dividends to which each series is entitled. After the payment to the Holders of the full preferential amounts provided for above, the Holders as such shall have no right or claim to any of the remaining assets of the Company.

Liquidation Preference. In the event of (a) Upon any voluntary or involuntary liquidation, dissolution or winding-winding up of the affairs of the Company, each Holder before any distribution or payment shall be made to holders of shares of Common Stock or any other class or series of capital stock of the Company ranking, as to rights upon any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Company, junior to the Series A Preferred Stock, the holders of shares of Series A Preferred Stock shall be entitled to receive be paid out of the assets of the Company legally available for distribution to stockholders its stockholders, after payment of or provision for the debts and other liabilities of the Company, before any distribution a liquidation preference of assets is made on the Common Stock or any other Junior Stock, an amount equal to the greater of (i) the aggregate Liquidation Preference attributable to shares $10.00 per share of Series A Preferred Stock held by such Holder, subject to adjustment as provided in Section 15(a)Stock, plus an amount equal to the sum of all any accrued and unpaid cumulative dividendsdividends (whether or not authorized or declared) to but excluding the date of payment. If, and (ii) the product of (x) the amount per share that would have been payable upon such liquidation, dissolution or winding-up to the holders of shares of Common Stock or such other class or series of securities into which the Series A Preferred Stock is then convertible (assuming the conversion of each share of Series A Preferred Stock), multiplied by (y) the number of shares of Common Stock or such other securities into which the shares of Series A Preferred Stock held by such Holder are then convertible. None of (i) the sale of all or substantially all of the property or business of the Company (other than in connection with the voluntary or involuntary liquidation, dissolution or winding-up winding up, the available assets of the Company are insufficient to pay the full amount of the liquidating distributions on all outstanding shares of Series A Preferred Stock and the shares of any Parity Stock, then the holders of shares of Series A Preferred Stock and each such other class or series of shares of capital stock of the Company ranking, as to the distribution of the Company), (ii) the merger, conversion or consolidation of the Company into or with ’s assets upon any other Person or (iii) the merger, conversion or consolidation of any other Person into or with the Company, shall constitute a voluntary or involuntary liquidation, dissolution or winding-winding up of the Company for the purposes of the immediately preceding paragraph. In the event the assets of the Company available for distribution to Holders upon any liquidation, winding-up or dissolution affairs of the Company, whether on parity with the Series A Preferred Stock shall share ratably in any such distribution of assets in proportion to the full liquidating distributions to which they would otherwise be respectively entitled. (b) Written notice of any such voluntary or involuntary, shall be insufficient to pay in full all amounts to which such Holders are entitled pursuant to this Section 4, no such distribution shall be made on account of any shares of Parity Stock upon such involuntary liquidation, dissolution or winding-winding up unless proportionate of the Company, stating the payment date or dates when, and the place or places where, the amounts distributable amounts in such circumstances shall be paid on account payable, shall be given by first class mail, postage pre-paid, not fewer than 30 or more than 60 days prior to the payment date stated therein, to each record holder of the shares of Series A Preferred Stock, ratably, in proportion to Stock at the full distributable amounts for which Holders and holders of any Parity Stock are entitled upon such liquidation, winding-up or dissolution, with the amount allocable to each series respective addresses of such holders as the same shall appear on the stock determined on a pro rata basis transfer records of the aggregate liquidation preference of the outstanding shares of each series and accrued and unpaid dividends to which each series is entitledCompany. After the payment to the Holders of the full preferential amounts provided for aboveamount of the liquidating distributions to which they are entitled, the Holders as such shall holders of Series A Preferred Stock will have no right or claim to any of the remaining assets of the Company. The consolidation or merger of the Company with or into any other corporation, trust or entity, or the voluntary sale, lease, transfer or conveyance of all or substantially all of the property or business of the Company, shall not be deemed to constitute a liquidation, dissolution or winding up of the affairs of the Company.

Liquidation Preference. In the event of Upon any voluntary or involuntary liquidation, dissolution or winding-winding up of the CompanyCorporation, each Holder shall be the holders of shares of Series 2016 Preferred Stock are entitled to receive be paid out of the assets of the Company Corporation legally available for distribution to stockholders its stockholders, after payment of or provision for the Corporation’s debts and other liabilities and subject to the preferential rights of the Companyholders of any class or series of stock of the Corporation ranking senior to the Series 2016 Preferred Stock with respect to rights upon voluntary or involuntary liquidation, dissolution or winding up of the Corporation, a liquidation preference of $10.00 per share (the “Purchase Price”), plus an amount equal to any accrued and unpaid dividends (whether or not authorized or declared) thereon to and including the date of payment, but without interest, before any distribution of assets is made on the Common Stock or any other to holders of Junior Stock, an amount equal to the greater of (i) the aggregate Liquidation Preference attributable to shares of Series A Preferred Stock held by such Holder, subject to adjustment as provided in Section 15(a), plus an amount equal to the sum of all accrued and unpaid cumulative dividends, and (ii) the product of (x) the amount per share that would have been payable upon such liquidation, dissolution or winding-up to the holders of shares of Common Stock or such other class or series of securities into which the Series A Preferred Stock is then convertible (assuming the conversion of each share of Series A Preferred Stock), multiplied by (y) the number of shares of Common Stock or such other securities into which the shares of Series A Preferred Stock held by such Holder are then convertible. None of (i) the sale of all or substantially all of the property or business of the Company (other than in connection with the voluntary or involuntary liquidation, dissolution or winding-up of the Company), (ii) the merger, conversion or consolidation of the Company into or with any other Person or (iii) the merger, conversion or consolidation of any other Person into or with the Company, shall constitute a voluntary or involuntary liquidation, dissolution or winding-up of the Company for the purposes of the immediately preceding paragraph. In the event If the assets of the Company Corporation legally available for distribution to Holders upon any liquidation, winding-up or dissolution of the Company, whether voluntary or involuntary, shall be stockholders are insufficient to pay in full all amounts to which such Holders are entitled pursuant to this Section 4, no such distribution shall be made the liquidation preference on account the Series 2016 Preferred Stock and the liquidation preference on the shares of any shares class or series of Parity Stock, all assets distributed to the holders of the Series 2016 Preferred Stock and any class or series of Parity Stock upon such liquidation, dissolution or winding-up unless proportionate distributable amounts shall be paid on account distributed pro rata so that the amount of the shares assets distributed per share of Series A 2016 Preferred Stock, ratably, in proportion to the full distributable amounts for which Holders Stock and holders such class or series of any Parity Stock are entitled upon such liquidation, winding-up or dissolution, with the amount allocable shall in all cases bear to each other the same ratio that the liquidation preference per share on the Series 2016 Preferred Stock and such class or series of such stock determined on a pro rata basis of the aggregate liquidation preference of the outstanding shares of Parity Stock bear to each series and accrued and unpaid dividends to which each series is entitledother. After the payment to the Holders of the full preferential amounts provided for aboveamount of the liquidation distributions to which they are entitled, the Holders as such holders of Series 2016 Preferred Stock shall have no right or claim to any of the remaining assets of the CompanyCorporation. The consolidation or merger of the Corporation with or into another entity, a merger of another entity with or into the Corporation, a statutory share exchange by the Corporation or a sale, lease, transfer or conveyance of all or substantially all of the Corporation’s property or business shall not be deemed to constitute a liquidation, dissolution or winding up of the Corporation. In determining whether a distribution (other than upon voluntary or involuntary liquidation, dissolution or winding up of the Corporation) by dividend, redemption or other acquisition of shares of stock of the Corporation or otherwise is permitted under the Maryland General Corporation Law, no effect shall be given to amounts that would be needed, if the Corporation were to be dissolved at the time of the distribution, to satisfy the preferential rights upon dissolution of holders of the Series 2016 Preferred Stock.

Liquidation Preference. In (a) Upon the event occurrence of any voluntary or involuntary liquidation, dissolution or winding-winding up of the CompanyCorporation (or a deemed occurrence of such event pursuant to Section 3(c)), each Holder whether voluntary or involuntary, the holders of Series A Preferred Stock (the "Holders") then outstanding shall be entitled to receive out of the assets of the Company Corporation legally available for distribution, whether such assets are capital or surplus, prior and in preference to any distribution of any of the assets or funds of the Corporation to the holders of the common stock, par value $0.01 per share ("Common Stock") by reason of their ownership thereof, an amount equal to $5,000.00 per share of Series A Preferred Stock, appropriately adjusted for any recapitalizations, stock combinations, stock dividends, stock splits and the like (the "Original Issue Price" or "Liquidation Amount"). If upon the occurrence of a liquidation, dissolution or winding up (or deemed occurrence of such event pursuant to Section 3(c)), the assets and funds of the Corporation legally available for distribution to stockholders by reason of their ownership of the Company, before any distribution stock of assets is made on the Common Corporation shall be insufficient to permit the payment to such holders of Series A Preferred Stock or any other Junior Stock, an amount equal to of the greater of (i) full Liquidation Amount for all the aggregate Liquidation Preference attributable to outstanding shares of Series A Preferred Stock held by such Holder, subject to adjustment as provided in Section 15(a), plus an amount equal to then the sum entire assets and funds of all accrued and unpaid cumulative dividends, and (ii) the product of (x) the amount per share that would have been payable upon such liquidation, dissolution or winding-up to Corporation legally available for distribution shall be distributed ratably among the holders of shares of Common Stock or such other class or series of securities into which the Series A Preferred Stock in proportion to the aggregate Liquidation Amount each holder is then convertible otherwise entitled to receive. (assuming b) Upon the conversion occurrence of each share any liquidation, dissolution or winding up of the Corporation (or a deemed occurrence of such event pursuant to Section 3(c)), whether voluntary or involuntary, after payment in full has been made to the holders of the Series A Preferred StockStock of the full amounts to which they shall be entitled as provided in Section 3(a), multiplied by (y) the entire remaining assets and funds of the Corporation legally available for distribution to stockholders, if any, shall be distributed ratably among the holders of the Common Stock in proportion to the number of shares of Common Stock or such other securities into which the shares of held by them. The Series A Preferred Stock held by such Holder are then convertible. None shall have no right to participate in any distributions made pursuant to this Section 3(b). (c) A consolidation or merger of the Corporation with or into any other corporation or other entity, or a sale, lease, conveyance or other disposition (iwhether in one transaction or a series of related transactions) the sale of all or substantially all of the property or business assets of the Company Corporation, or the effectuation by the Corporation of any other transaction or series of related transactions, in each such case (other than in connection with the voluntary sale, lease or involuntary other disposition of all or substantially all of the assets) as a result of which the owners of the Corporation's outstanding voting securities immediately prior thereto do not own at least a majority of the outstanding voting securities of the surviving, resulting or consolidated entity (each such event(s) being a "Change of Control"), shall be deemed to be a liquidation, dissolution or winding-winding up of the Company)Corporation; provided, (ii) however, that the merger, conversion holder or consolidation holders of not less than a majority in voting power of the Company into or with any other Person or (iii) the merger, conversion or consolidation of any other Person into or with the Company, shall constitute a voluntary or involuntary liquidation, dissolution or winding-up of the Company for the purposes of the immediately preceding paragraph. In the event the assets of the Company available for distribution to Holders upon any liquidation, winding-up or dissolution of the Company, whether voluntary or involuntary, shall be insufficient to pay in full all amounts to which such Holders are entitled pursuant to this Section 4, no such distribution shall be made on account of any shares of Parity Stock upon such liquidation, dissolution or winding-up unless proportionate distributable amounts shall be paid on account of the outstanding shares of Series A Preferred StockStock may, ratably, in proportion at any time upon written notice to the full distributable amounts for which Holders Corporation, waive the provisions of this Section 3(c), and any such waiver shall be effective upon the holders of any Parity Stock are entitled upon such liquidation, winding-up or dissolution, with the amount allocable to each series of such stock determined on a pro rata basis of the aggregate liquidation preference of the all outstanding shares of each series Series A Preferred Stock and accrued and unpaid dividends to which each series is entitled. After the payment to the Holders of the full preferential amounts provided for above, the Holders as such shall have no right or claim to Common Stock. (d) If any of the remaining assets of the CompanyCorporation are to be distributed under this Section 3, or for any purpose, in a form other than cash, then the Board of Directors shall promptly and reasonably determine in good faith the fair market value of the assets to be distributed to the holders of Series A Preferred Stock or Common Stock. The Corporation shall, upon receipt of such determination, give prompt written notice of the determination to each holder of Series A Preferred Stock or Common Stock.

Liquidation Preference. In the event of any voluntary or involuntary liquidation, dissolution or winding-up of the Company, each Holder shall be entitled to receive out of the assets of the Company available for distribution to stockholders of the Company, before any distribution of assets is made on the Common Stock or any other Junior Stock, an amount equal to the greater of (ia) the aggregate Liquidation Preference attributable to shares of Series A Preferred Stock held by such Holder, subject to adjustment as provided in Section 15(a), plus an amount equal to the sum of all accrued and unpaid cumulative dividends, and (ii) the product of (x) the amount per share that would have been payable upon such liquidation, dissolution or winding-up to the holders of shares of Common Stock or such other class or series of securities into which the Series A Preferred Stock is then convertible (assuming the conversion of each share of Series A Preferred Stock), multiplied by (y) the number of shares of Common Stock or such other securities into which the shares of Series A Preferred Stock held by such Holder are then convertible. None of (i) the sale of all or substantially all of the property or business of the Company (other than in connection with Upon the voluntary or involuntary liquidation, dissolution or winding-up of the Company)Corporation, (ii) the merger, conversion or consolidation holders of the Company into shares of the Series NN Preferred Stock shall be entitled to receive and to be paid out of the assets of the Corporation legally available for distribution to its stockholders, before any payment or with distribution shall be made on the common stock or on any other Person or (iii) capital stock ranking junior to the merger, conversion or consolidation of any other Person into or with the Company, shall constitute a voluntary or involuntary Series NN Preferred Stock upon liquidation, dissolution or winding-up of the Company for the purposes of the immediately preceding paragraph. In the event the assets of the Company available for distribution to Holders upon any liquidationCorporation, winding-up or dissolution of the Company, whether voluntary or involuntary, shall be insufficient to pay in full all amounts to which such Holders are entitled pursuant to this Section 4, no such distribution shall be made on account of any shares of Parity Stock upon such liquidation, dissolution or winding-up unless proportionate distributable amounts shall be paid on account of the shares of Series A Preferred Stock, ratably, in proportion to the full distributable amounts for which Holders and holders of any Parity Stock are entitled upon such liquidation, winding-up or dissolution, with the amount allocable of $10,000 per share, plus an amount equal to each series of such stock determined on a pro rata basis of the aggregate liquidation preference of the outstanding shares of each series and accrued any declared and unpaid dividends to which on each series is entitled. such share without accumulation of undeclared dividends. (b) After the payment to the Holders holders of the shares of the Series NN Preferred Stock of the full preferential amounts provided for abovein this Section 3, the Holders holders of the Series NN Preferred Stock as such shall have no right or claim to any of the remaining assets of the CompanyCorporation. (c) If, upon any voluntary or involuntary liquidation, dissolution or winding-up of the Corporation, the amounts payable with respect to the shares of the Series NN Preferred Stock and any other shares of capital stock ranking as to any such distribution of assets of the Corporation on a parity with the shares of the Series NN Preferred Stock are not paid in full, the holders of the shares of the Series NN Preferred Stock and of such other shares shall share ratably in any such distribution of assets of the Corporation in proportion to the full respective distributions to which they are entitled. (d) Neither the sale of all or substantially all of the property or business of the Corporation, nor the merger or consolidation of the Corporation into or with any other entity or the merger or consolidation of any other entity into or with the Corporation, shall be deemed to be a liquidation, dissolution or winding-up, voluntary or involuntary, of the Corporation for the purposes of this Section 3.

Liquidation Preference. In the event of (a) Upon any voluntary or involuntary liquidation, dissolution or winding-winding up of the Company, each Holder shall be entitled to receive out of the assets of the Company available for distribution to stockholders of the CompanyCorporation, before any distribution of assets is or payment shall be made on the Common Stock or any other Junior Stock, an amount equal to the greater of (i) the aggregate Liquidation Preference attributable to shares of Series A Preferred Stock held by such Holder, subject to adjustment as provided in Section 15(a), plus an amount equal to the sum of all accrued and unpaid cumulative dividends, and (ii) the product of (x) the amount per share that would have been payable upon such liquidation, dissolution or winding-up to the holders of shares of Common Stock or such any other class or series of securities into which the Series A Preferred Stock is then convertible (assuming the conversion of each share of Series A Preferred Stock), multiplied by (y) the number of shares of Common Stock or such other securities into which the shares of Series A Preferred Stock held by such Holder are then convertible. None of (i) the sale of all or substantially all capital stock of the property or business of the Company (other than in connection with the Corporation ranking, as to rights upon any voluntary or involuntary liquidation, dissolution or winding-winding up of the Company)Corporation, (ii) junior to the mergerSeries A Preferred Stock, conversion or consolidation the holders of shares of Series A Preferred Stock shall be entitled to be paid out of the Company into assets of the Corporation legally available for distribution to its stockholders, after payment of or provision for the debts and other liabilities of the Corporation and, subject to compliance with section 7(f)(i) of these Articles Supplementary, any other Person class or (iii) series of capital stock of the mergerCorporation ranking, conversion or consolidation of as to rights upon any other Person into or with the Company, shall constitute a voluntary or involuntary liquidation, dissolution or winding-winding up of the Company for Corporation, senior to the purposes Series A Preferred Stock, a liquidation preference of $25.00 per share, plus an amount equal to any accrued and unpaid dividends (whether or not authorized or declared) up to but excluding the immediately preceding paragraphdate of payment. In the event the assets of the Company available for distribution to Holders that, upon any liquidation, winding-up or dissolution of the Company, whether such voluntary or involuntary, shall be insufficient to pay in full all amounts to which such Holders are entitled pursuant to this Section 4, no such distribution shall be made on account of any shares of Parity Stock upon such involuntary liquidation, dissolution or winding-up unless proportionate distributable amounts shall be paid on account winding up, the available assets of the Corporation are insufficient to pay the full amount of the liquidating distributions on all outstanding shares of Series A Preferred StockStock and the corresponding amounts payable on all shares of other classes or series of capital stock of the Corporation ranking, ratablyas to rights upon the Corporation’s liquidation, dissolution or winding up, on parity with the Series A Preferred Stock in the distribution of assets, then the holders of the Series A Preferred Stock and each such other class or series of capital stock ranking, as to rights upon any voluntary or involuntary liquidation, dissolution or winding up, on parity with the Series A Preferred Stock shall share ratably in any such distribution of assets in proportion to the full distributable amounts for liquidating distributions to which Holders and holders they would otherwise be respectively entitled. Written notice of any Parity Stock are entitled upon such voluntary or involuntary liquidation, windingdissolution or winding up of the Corporation, stating the payment date or dates when, and the place or places where, the amounts distributable in such circumstances shall be payable, shall be given by first class mail, postage pre-up paid, not fewer than 30 or dissolutionmore than 60 days prior to the payment date stated therein, with the amount allocable to each series record holder of shares of Series A Preferred Stock at the respective addresses of such holders as the same shall appear on the stock determined on a pro rata basis transfer records of the aggregate liquidation preference of the outstanding shares of each series and accrued and unpaid dividends to which each series is entitledCorporation. After the payment to the Holders of the full preferential amounts provided for aboveamount of the liquidating Table of Contents distributions to which they are entitled, the Holders as such shall holders of Series A Preferred Stock will have no right or claim to any of the remaining assets of the CompanyCorporation. The consolidation or merger of the Corporation with or into any other corporation, trust or entity, or the voluntary sale, lease, transfer or conveyance of all or substantially all of the property or business of the Corporation, shall not be deemed to constitute a liquidation, dissolution or winding up of the Corporation. (b) In determining whether a distribution (other than upon voluntary or involuntary liquidation), by dividend, redemption or other acquisition of shares of capital stock of the Corporation or otherwise, is permitted under the MGCL, amounts that would be needed, if the Corporation were to be dissolved at the time of the distribution, to satisfy the preferential rights upon dissolution of holders of shares of Series A Preferred Stock shall not be added to the Corporation’s total liabilities.

Liquidation Preference. In the event of (a) Upon any voluntary or involuntary liquidation, dissolution or winding-winding up of the CompanyCorporation, each Holder the Holders of all shares of Series B Preferred Stock then outstanding shall be entitled to receive be paid out of the assets of the Company Corporation available for distribution to its stockholders of the Company, before any distribution of assets is made on the Common Stock or any other Junior Stock, an amount in cash equal to the greater of (i) the aggregate Liquidation Preference attributable to shares of Series A Preferred Stock held by such Holder, subject to adjustment as provided in Section 15(a)per share, plus an amount equal to a prorated dividend from the sum of all accrued and unpaid cumulative dividends, and (ii) last Dividend Payment Date to the product of (x) the amount per share that would have been payable upon such date fixed for liquidation, dissolution or winding-winding up, before any distribution is made on any Series B Junior Securities. If upon any voluntary or involuntary liquidation, dissolution or winding up of the Corporation, the application of all amounts available for payments with respect to Series B Preferred Stock and all other Series B Parity Securities would not result in payment in full of Series B Preferred Stock and such other Series B Parity Securities, the Holders of Series B Preferred Stock and holders of Series B Parity Securities shall share equally and ratably in any distribution of assets of the Corporation in proportion to the holders full Liquidation Preference to which each is entitled. After payment in full pursuant to this paragraph B(4)(a), the Holders of Series B Preferred Stock shall not be entitled to any further participation in any distribution in the event of liquidation, dissolution or winding up of the affairs of the Corporation. (b) For the purposes of paragraph B(4)(a), neither the voluntary sale, conveyance, exchange or transfer (for cash, shares of Common Stock stock, securities or such other class or series of securities into which the Series A Preferred Stock is then convertible (assuming the conversion of each share of Series A Preferred Stock), multiplied by (yconsideration) the number of shares of Common Stock or such other securities into which the shares of Series A Preferred Stock held by such Holder are then convertible. None of (i) the sale of all or substantially all of the property or business assets of the Company (Corporation nor the consolidation, merger or other than in connection with the voluntary or involuntary liquidation, dissolution or winding-up business combination of the Company), (ii) the merger, conversion Corporation with one or consolidation of the Company into or with any other Person or (iii) the merger, conversion or consolidation of any other Person into or with the Company, more corporations shall constitute be deemed to be a voluntary or involuntary liquidation, dissolution or winding-winding up of the Company for the purposes Corporation, unless such sale, conveyance, exchange or transfer is in connection with a dissolution or winding up of the immediately preceding paragraph. In the event the assets business of the Company available for distribution to Holders upon Corporation; provided, -------- however, that any liquidation, winding-up consolidation or dissolution merger of the Company, whether voluntary or involuntary, Corporation in which the ------- Corporation is not the surviving entity shall be insufficient deemed to pay in full all amounts to which such Holders are entitled pursuant to this Section 4, no such distribution shall be made on account of any shares of Parity Stock upon such a liquidation, dissolution or winding-winding up unless proportionate distributable amounts shall be paid on account of the shares affairs of the Corporation within the meaning of this paragraph B(4)(b) if, (i) in connection therewith, the holders of Common Stock of the Corporation receive as consideration, whether in whole or in part, for such Common Stock (1) cash, (2) notes, debentures or other evidences of indebtedness or obligations to pay cash or (3) preferred stock of the surviving entity (whether or not the surviving entity is the Corporation) which ranks on a parity with or senior to the preferred stock received by holders of the Series A B Preferred Stock with respect to liquidation or dividends or (ii) the holders of the Series B Preferred Stock do not receive preferred stock of the surviving entity with rights, powers and preferences equal to (or more favorable to the holders than) the rights, powers and preferences of the Series B Preferred Stock, ratably, in proportion to the full distributable amounts for which Holders and holders of any Parity Stock are entitled upon such liquidation, winding-up or dissolution, with the amount allocable to each series of such stock determined on a pro rata basis of the aggregate liquidation preference of the outstanding shares of each series and accrued and unpaid dividends to which each series is entitled. After the payment to the Holders of the full preferential amounts provided for above, the Holders as such shall have no right or claim to any of the remaining assets of the Company.

Liquidation Preference. In the event of any voluntary or involuntary liquidation, dissolution or winding-up of the Company, each Holder shall be entitled to receive out of the assets of the Company available for distribution to stockholders of the Company, before any distribution of assets is made on the Common Stock or any other Junior Stock, an amount equal to the greater of (i) the aggregate Accreted Liquidation Preference attributable to shares of Series A Preferred Stock held by such Holder, subject to adjustment as provided in Section 15(a), plus an amount equal to the sum of all accrued and unpaid cumulative dividendsdividends (whether or not declared) for the then-current dividend period, and (ii) the product of (x) the amount per share that would have been payable upon such liquidation, dissolution or winding-up to the holders of shares of Common Stock or such other class or series of securities into which the Series A Preferred Stock is then convertible (assuming the conversion of each share of Series A Preferred StockStock and without deduction for the Accreted Liquidation Preference otherwise payable pursuant to clause (i)), multiplied by (y) the number of shares of Common Stock or such other securities into which the shares of Series A Preferred Stock held by such Holder are then convertible. None of (i) the sale of all or substantially all of the property or business of the Company (other than in connection with the voluntary or involuntary liquidation, dissolution or winding-up of the Company), (ii) the merger, conversion or consolidation of the Company into or with any other Person or (iii) the merger, conversion or consolidation of any other Person into or with the Company, shall constitute a voluntary or involuntary liquidation, dissolution or winding-up of the Company for the purposes of the immediately preceding paragraph. In the event the assets of the Company available for distribution to Holders upon any liquidation, winding-up or dissolution of the Company, whether voluntary or involuntary, shall be insufficient to pay in full all amounts to which such Holders are entitled pursuant to this Section 43, no such distribution shall be made on account of any shares of Parity Stock upon such liquidation, dissolution or winding-up unless proportionate distributable amounts shall be paid on account of the shares of Series A Preferred Stock, ratably, in proportion to the full distributable amounts for which Holders and holders of any Parity Stock are entitled upon such liquidation, winding-up or dissolution, with the amount allocable to each series of such stock determined on a pro rata basis of the aggregate liquidation preference of the outstanding shares of each series and accrued and unpaid dividends to which each series is entitled. After the payment to the Holders of the full preferential amounts provided for above, the Holders as such shall have no right or claim to any of the remaining assets of the Company.

Liquidation Preference. In A. If: (i) the event Corporation shall (1) commence a voluntary case under the U.S. Federal bankruptcy laws or any other applicable bankruptcy, insolvency or similar law; (2) consent to the entry of an order for relief in an involuntary case under any law or to the appointment of a receiver, liquidator, assignee, custodian, trustee, sequestrator (or other similar official) of the Corporation or of any voluntary substantial part of its property; or (3) make an assignment for the benefit of its creditors; (ii) a decree or order for relief in respect of the Corporation shall be entered by a court having jurisdiction in the premises in an involuntary case under the U.S. Federal bankruptcy laws or any other applicable bankruptcy, insolvency or similar law resulting in the appointment of a receiver, liquidator, assignee, custodian, trustee, sequestrator (or other similar official) of the Corporation or of any substantial part of its property, or ordering the winding up or liquidation of its affairs, and any such decree or order shall be unstayed and in effect for a period of sixty (60) consecutive days; or (iii) the Corporation enters into a transaction or a series of related transactions that would result in a Change of Control or Corporate Change; and, on account of any such event as set forth in Subparagraphs (i), (ii) or (iii), the Corporation shall liquidate, dissolve or wind up, or if the Corporation shall otherwise liquidate, dissolve or wind up (a “Deemed Liquidation Event”), then in each case, no distribution shall be made to the holders of any shares of capital stock of the Corporation (other than Senior Securities pursuant to the rights, preferences and privileges thereof) upon liquidation, dissolution or winding-winding up unless prior thereto the holders of the Company, each Holder shall be entitled to receive out of the assets of the Company available for distribution to stockholders of the Company, before any distribution of assets is made on the Common Stock or any other Junior Stock, an amount equal to the greater of (i) the aggregate Liquidation Preference attributable to shares of Series A Preferred Stock held by such Holdershall have received the Liquidation Preference with respect to each share then outstanding. If, subject to adjustment as provided in Section 15(a)upon the occurrence of a Deemed Liquidation Event, plus an amount equal to the sum of all accrued assets and unpaid cumulative dividends, and (ii) the product of (x) the amount per share that would have been payable upon such liquidation, dissolution or winding-up to funds legally available for distribution among the holders of shares of Common Stock or such other class or series of securities into which the Series A Preferred Stock is then convertible (assuming the conversion and holders of each share of Series A Preferred Stock)Pari Passu Securities, multiplied by (y) the number of shares of Common Stock or such other securities into which the shares of Series A Preferred Stock held by such Holder are then convertible. None of (i) the sale of all or substantially all of the property or business of the Company (other than in connection with the voluntary or involuntary liquidation, dissolution or winding-up of the Company), (ii) the merger, conversion or consolidation of the Company into or with any other Person or (iii) the merger, conversion or consolidation of any other Person into or with the Company, shall constitute a voluntary or involuntary liquidation, dissolution or winding-up of the Company for the purposes of the immediately preceding paragraph. In the event the assets of the Company available for distribution to Holders upon any liquidation, winding-up or dissolution of the Company, whether voluntary or involuntaryif any, shall be insufficient to pay in full all permit the payment to such holders of the preferential amounts payable thereon, then the entire assets and funds of the Corporation legally available for distribution to which such Holders are entitled pursuant to this Section 4the Series A Preferred Stock and the Pari Passu Securities, no such distribution if any, shall be made distributed ratably among such shares in proportion to the ratio that the Liquidation Preference payable on account each such share bears to the aggregate Liquidation Preference payable on all such shares. B. The purchase or redemption by the Corporation of stock of any shares of Parity Stock upon such class, in any manner permitted by law, if approved by the Requisite Holders, shall not, for the purposes hereof, be regarded as a liquidation, dissolution or winding-winding up unless proportionate distributable amounts shall be paid on account of the shares of Series A Preferred Stock, ratably, in proportion to the full distributable amounts for which Holders and holders of any Parity Stock are entitled upon such liquidation, winding-up or dissolution, with the amount allocable to each series of such stock determined on a pro rata basis of the aggregate liquidation preference of the outstanding shares of each series and accrued and unpaid dividends to which each series is entitled. After the payment to the Holders of the full preferential amounts provided for above, the Holders as such shall have no right or claim to any of the remaining assets of the CompanyCorporation.

Liquidation Preference. In the event of Upon any voluntary or involuntary liquidation, dissolution or winding-up of the CompanyCorporation or reduction or decrease in its capital stock resulting in a distribution of assets to the holders of any class or series of the Corporation's capital stock, each Holder shall holder of shares of the Series A Preferred Stock will be entitled to receive payment out of the assets of the Company Corporation available for distribution to stockholders of the Company, before any distribution of assets is made on the Common Stock or any other Junior Stock, an amount equal to the greater of (i) the aggregate Liquidation Preference attributable to shares $100 per share of Series A Preferred Stock (the "LIQUIDATION PREFERENCE") held by such Holder, subject to adjustment as provided in Section 15(a)holder, plus an amount equal accrued and unpaid dividends, if any, to the sum date fixed for liquidation, dissolution, winding-up or reduction or decrease in capital stock, before any distribution is made on any Junior Securities, including, without limitation, Common Stock of the Corporation. After payment in full of the Liquidation Preference and all accrued and unpaid cumulative dividends, and (ii) the product of (x) the amount per share that would have been payable upon such liquidationif any, dissolution or winding-up to the which holders of shares of Common Stock or such other class or series of securities into which the Series A Preferred Stock is then convertible (assuming the conversion of each share of Series A Preferred Stock), multiplied by (y) the number of shares of Common Stock or such other securities into which the shares of Series A Preferred Stock held by are entitled, such Holder are then convertible. None holders will not be entitled to any further participation in any distribution of (i) the sale of all or substantially all assets of the property or business of the Company (other than in connection with the Corporation. If, upon any voluntary or involuntary liquidation, dissolution or winding-up of the Company)Corporation, (ii) the mergeramounts payable with respect to the Series A Preferred Stock and all other Parity Securities are not paid in full, conversion or consolidation the holders of the Company Series A Preferred Stock and the Parity Securities will share equally and ratably in any distribution of assets of the Corporation in proportion to the full liquidation preference and accumulated and unpaid dividends, if any, to which each is entitled. However, neither the voluntary sale, conveyance, exchange or transfer (for cash, shares of stock, securities or other consideration) of all or substantially all of the property or assets of the Corporation nor the consolidation or merger of the Corporation with or into one or with any other Person more individuals, partnerships, companies, associations, joint stock companies, limited liability companies, trusts, joint ventures, unincorporated organizations or governmental authorities (iiieach, a "PERSON") the merger, conversion or consolidation of any other Person into or with the Company, shall constitute will be deemed to be a voluntary or involuntary liquidation, dissolution or winding-up of the Company for the purposes of the immediately preceding paragraph. In the event the assets of the Company available for distribution to Holders upon any liquidationCorporation or reduction or decrease in capital stock, winding-up unless such sale, conveyance, exchange or dissolution of the Company, whether voluntary or involuntary, transfer shall be insufficient to pay in full all amounts to which such Holders are entitled pursuant to this Section 4, no such distribution shall be made on account of any shares of Parity Stock upon such connection with a liquidation, dissolution or winding-up unless proportionate distributable amounts shall be paid on account of the shares of Series A Preferred Stock, ratably, in proportion to the full distributable amounts for which Holders and holders of any Parity Stock are entitled upon such liquidation, winding-up or dissolution, with the amount allocable to each series of such stock determined on a pro rata basis business of the aggregate liquidation preference of the outstanding shares of each series and accrued and unpaid dividends to which each series is entitled. After the payment to the Holders of the full preferential amounts provided for above, the Holders as such shall have no right Corporation or claim to any of the remaining assets of the Companyreduction or decrease in capital stock.

Liquidation Preference. (a) In the event of any voluntary or involuntary liquidation, liquidation dissolution or winding-winding up of the Company, each Holder shall be entitled to receive out of the assets of the Company available for distribution to stockholders of the Company, before any distribution of assets is made on the Common Stock or any other Junior Stock, an amount equal to the greater of (i) the aggregate Liquidation Preference attributable to shares of Series A Preferred Stock held by such Holder, subject to adjustment as provided in Section 15(a), plus an amount equal to the sum of all accrued and unpaid cumulative dividends, and (ii) the product of (x) the amount per share that would have been payable upon such liquidation, dissolution or winding-up to the holders of shares of Common Stock or such other class or series of securities into which the Series A Preferred Stock is then convertible (assuming the conversion of each share of Series A Preferred Stock), multiplied by (y) the number of shares of Common Stock or such other securities into which the shares of Series A Preferred Stock held by such Holder are then convertible. None of (i) the sale of all or substantially all of the property or business of the Company (other than in connection with the voluntary or involuntary liquidation, dissolution or winding-up of the Company), (ii) the merger, conversion or consolidation of the Company into or with any other Person or (iii) the merger, conversion or consolidation of any other Person into or with the Company, shall constitute a voluntary or involuntary liquidation, dissolution or winding-up of the Company for the purposes of the immediately preceding paragraph. In the event the assets of the Company available for distribution to Holders upon any liquidation, winding-up or dissolution of the Company, whether voluntary or involuntary, before any payment or distribution of the assets of the Company (whether capital or surplus) shall be made to or set apart for the holders of Junior Securities, the holders of the shares of Series A Preferred Stock shall be entitled to receive an amount equal to the Liquidation Value of such share plus any accrued and unpaid cash dividends to the date of distribution. "Liquidation Value" on any date means, with respect to any share of Series A Preferred Stock, $100.00. Except as provided in the preceding sentences, holders of shares of Series A Preferred Stock shall not be entitled to any distribution in the event of liquidation, dissolution or winding up of the affairs of the Company. If, upon any liquidation, dissolution or winding up of the Company, the assets of the Company, or proceeds thereof, distributable among the holders of the shares of Series A Preferred Stock shall be insufficient to pay in full all amounts to which the preferential amount aforesaid and liquidating payments on any Parity Securities, then such Holders are entitled pursuant to this Section 4assets, no such distribution or the proceeds thereof, shall be made on account distributed among the holders of any shares of Parity Stock upon such liquidation, dissolution or winding-up unless proportionate distributable amounts shall be paid on account of the shares of Series A Preferred StockStock and any such other Parity Securities ratably in accordance with the respective amounts that would be payable on such shares of Series A Preferred Stock and any such Parity Securities if all amounts payable thereon were paid in full. For the purposes of this Section 4, ratably(i) a consolidation or merger of the Company with one or more corporations, in proportion or (ii) a sale or transfer of all or substantially all of the Company's assets, shall not be deemed to the full distributable amounts for which Holders and holders of any Parity Stock are entitled upon such be a liquidation, winding-up dissolution or dissolutionwinding up, with the amount allocable to each series of such stock determined on a pro rata basis of the aggregate liquidation preference of the outstanding shares of each series and accrued and unpaid dividends to which each series is entitled. After the payment to the Holders of the full preferential amounts provided for abovevoluntary or involuntary, the Holders as such shall have no right or claim to any of the remaining assets of the Company.

Liquidation Preference. (a) In the event of any voluntary or involuntary liquidation, dissolution or winding-winding up of the CompanyCorporation, each Holder shall the holders of shares of Series H Preferred Stock will be entitled to receive be paid out of the assets of the Company Corporation has legally available for distribution to stockholders its stockholders, subject to the preferential rights of the Companyholders of any class or series of capital stock of the Corporation it may issue ranking senior to the Series H Preferred Stock with respect to the distribution of assets upon liquidation, dissolution or winding up, a liquidation preference of Twenty-Five Dollars ($25.00) per share, plus an amount equal to any accumulated and unpaid dividends to, but not including, the date of payment, before any distribution of assets is made on the to holders of Common Stock or any other Junior Stock, an amount equal to the greater of (i) the aggregate Liquidation Preference attributable to shares of Series A Preferred Stock held by such Holder, subject to adjustment as provided in Section 15(a), plus an amount equal to the sum of all accrued and unpaid cumulative dividends, and (ii) the product of (x) the amount per share that would have been payable upon such liquidation, dissolution or winding-up to the holders of shares of Common Stock or such other class or series of securities into which capital stock of the Corporation that it may issue that ranks junior to the Series A H Preferred Stock is then convertible as to liquidation rights. (assuming b) In the conversion of each share of Series A Preferred Stock)event that, multiplied by (y) the number of shares of Common Stock or upon any such other securities into which the shares of Series A Preferred Stock held by such Holder are then convertible. None of (i) the sale of all or substantially all of the property or business of the Company (other than in connection with the voluntary or involuntary liquidation, dissolution or winding-up of winding up, the Company), (ii) the merger, conversion or consolidation of the Company into or with any other Person or (iii) the merger, conversion or consolidation of any other Person into or with the Company, shall constitute a voluntary or involuntary liquidation, dissolution or winding-up of the Company for the purposes of the immediately preceding paragraph. In the event the available assets of the Company available for distribution to Holders upon any liquidation, winding-up or dissolution of the Company, whether voluntary or involuntary, shall be Corporation are insufficient to pay in full all amounts to which such Holders are entitled pursuant to this Section 4, no such distribution shall be made on account of any shares of Parity Stock upon such liquidation, dissolution or winding-up unless proportionate distributable amounts shall be paid on account the amount of the liquidating distributions on all outstanding shares of Series A H Preferred StockStock and the corresponding amounts payable on all shares of other classes or series of capital stock of the Corporation that it may issue ranking on a parity with the Series H Preferred Stock in the distribution of assets, ratably, then the holders of the Series H Preferred Stock and all other such classes or series of capital stock shall share ratably in any such distribution of assets in proportion to the full distributable amounts for liquidating distributions to which they would otherwise be respectively entitled. (c) Holders and holders of Series H Preferred Stock will be entitled to written notice of any Parity Stock are entitled upon such liquidation, winding-up or dissolution, with liquidation no fewer than 30 days and no more than 60 days prior to the amount allocable to each series of such stock determined on a pro rata basis of the aggregate liquidation preference of the outstanding shares of each series and accrued and unpaid dividends to which each series is entitledpayment date. After the payment to the Holders of the full preferential amounts provided for aboveamount of the liquidating distributions to which they are entitled, the Holders as such shall holders of Series H Preferred Stock will have no right or claim to any of the remaining assets of the CompanyCorporation. The consolidation or merger of the Corporation, or a statutory share exchange, with or into any other corporation, trust or entity or of any other entity with or into the Corporation, or the sale, lease, transfer or conveyance of all or substantially all of the property or business the Corporation, shall not be deemed to constitute a liquidation, dissolution or winding up of the Corporation.

Liquidation Preference. In the event of any voluntary or involuntary liquidation, dissolution or winding-up of the Company, each Holder shall be entitled to receive out of the assets of the Company available for distribution to stockholders of the Company, before any distribution of assets is made on the Common Stock or any other Junior Stock, an amount equal to the greater of (i) the aggregate Liquidation Preference attributable to shares of Series A C Preferred Stock held by such Holder, subject to adjustment as provided in Section 15(a), Holder plus an amount equal to the sum of all accrued and unpaid cumulative dividends, and (ii) the product of (x) the amount per share that would have been payable upon such liquidation, dissolution or winding-up to the holders of shares of Common Stock or such other class or series of securities into which the Series A C Preferred Stock is then convertible (assuming the conversion of each share of Series A C Preferred Stock), multiplied by (y) the number of shares of Common Stock or such other securities into which the shares of Series A C Preferred Stock held by such Holder are then convertible. None of (i) the sale of all or substantially all of the property or business of the Company (other than in connection with the voluntary or involuntary liquidation, dissolution or winding-up of the Company), (ii) the merger, conversion or consolidation of the Company into or with any other Person or (iii) the merger, conversion or consolidation of any other Person into or with the Company, shall constitute a voluntary or involuntary liquidation, dissolution or winding-up of the Company for the purposes of the immediately preceding paragraph. In the event the assets of the Company available for distribution to Holders upon any liquidation, winding-up or dissolution of the Company, whether voluntary or involuntary, shall be insufficient to pay in full all amounts to which such Holders are entitled pursuant to this Section 43, no such distribution shall be made on account of any shares of Parity Stock upon such liquidation, dissolution or winding-up unless proportionate distributable amounts shall be paid on account of the shares of Series A C Preferred Stock, ratably, in proportion to the full distributable amounts for which Holders and holders of any Parity Stock are entitled upon such liquidation, winding-up or dissolution, with the amount allocable to each series of such stock determined on a pro rata basis of the aggregate liquidation preference of the outstanding shares of each series and accrued and unpaid dividends to which each series is entitled. After the payment to the Holders of the full preferential amounts provided for above, the Holders as such shall have no right or claim to any of the remaining assets of the Company.

Liquidation Preference. In the event of Upon any voluntary or involuntary liquidation, dissolution or winding-winding up of the CompanyCorporation, each Holder shall be the holders of shares of Series 2017 Preferred Stock are entitled to receive be paid out of the assets of the Company Corporation legally available for distribution to stockholders its stockholders, after payment of or provision for the Corporation’s debts and other liabilities and subject to the preferential rights of the Companyholders of any class or series of stock of the Corporation ranking senior to the Series 2017 Preferred Stock with respect to rights upon voluntary or involuntary liquidation, dissolution or winding up of the Corporation, a liquidation preference of $10.00 per share (the “Purchase Price”), plus an amount equal to any accrued and unpaid dividends (whether or not authorized or declared) thereon to and including the date of payment, but without interest, before any distribution of assets is made on the Common Stock or any other to holders of Junior Stock, an amount equal to the greater of (i) the aggregate Liquidation Preference attributable to shares of Series A Preferred Stock held by such Holder, subject to adjustment as provided in Section 15(a), plus an amount equal to the sum of all accrued and unpaid cumulative dividends, and (ii) the product of (x) the amount per share that would have been payable upon such liquidation, dissolution or winding-up to the holders of shares of Common Stock or such other class or series of securities into which the Series A Preferred Stock is then convertible (assuming the conversion of each share of Series A Preferred Stock), multiplied by (y) the number of shares of Common Stock or such other securities into which the shares of Series A Preferred Stock held by such Holder are then convertible. None of (i) the sale of all or substantially all of the property or business of the Company (other than in connection with the voluntary or involuntary liquidation, dissolution or winding-up of the Company), (ii) the merger, conversion or consolidation of the Company into or with any other Person or (iii) the merger, conversion or consolidation of any other Person into or with the Company, shall constitute a voluntary or involuntary liquidation, dissolution or winding-up of the Company for the purposes of the immediately preceding paragraph. In the event If the assets of the Company Corporation legally available for distribution to Holders upon any liquidation, winding-up or dissolution of the Company, whether voluntary or involuntary, shall be stockholders are insufficient to pay in full all amounts to which such Holders are entitled pursuant to this Section 4, no such distribution shall be made the liquidation preference on account the Series 2017 Preferred Stock and the liquidation preference on the shares of any shares class or series of Parity Stock, all assets distributed to the holders of the Series 2017 Preferred Stock and any class or series of Parity Stock upon such liquidation, dissolution or winding-up unless proportionate distributable amounts shall be paid on account distributed pro rata so that the amount of the shares assets distributed per share of Series A 2017 Preferred Stock, ratably, in proportion to the full distributable amounts for which Holders Stock and holders such class or series of any Parity Stock are entitled upon such liquidation, winding-up or dissolution, with the amount allocable shall in all cases bear to each other the same ratio that the liquidation preference per share on the Series 2017 Preferred Stock and such class or series of such stock determined on a pro rata basis of the aggregate liquidation preference of the outstanding shares of Parity Stock bear to each series and accrued and unpaid dividends to which each series is entitledother. After the payment to the Holders of the full preferential amounts provided for aboveamount of the liquidation distributions to which they are entitled, the Holders as such holders of Series 2017 Preferred Stock shall have no right or claim to any of the remaining assets of the CompanyCorporation. The consolidation or merger of the Corporation with or into another entity, a merger of another entity with or into the Corporation, a statutory share exchange by the Corporation or a sale, lease, transfer or conveyance of all or substantially all of the Corporation’s property or business shall not be deemed to constitute a liquidation, dissolution or winding up of the Corporation. In determining whether a distribution (other than upon voluntary or involuntary liquidation, dissolution or winding up of the Corporation) by dividend, redemption or other acquisition of shares of stock of the Corporation or otherwise is permitted under the Maryland General Corporation Law, no effect shall be given to amounts that would be needed, if the Corporation were to be dissolved at the time of the distribution, to satisfy the preferential rights upon dissolution of holders of the Series 2017 Preferred Stock.

Liquidation Preference. In the event of any voluntary or involuntary liquidation, dissolution or winding-up of the Company, each Holder shall be entitled to receive out of the assets of the Company available for distribution to stockholders of the Company, before any distribution of assets is made on the Common Stock or any other Junior Stock, an amount equal to the greater of (ia) the aggregate Liquidation Preference attributable to shares of Series A Preferred Stock held by such Holder, subject to adjustment as provided in Section 15(a), plus an amount equal to the sum of all accrued and unpaid cumulative dividends, and (ii) the product of (x) the amount per share that would have been payable upon such liquidation, dissolution or winding-up to the holders of shares of Common Stock or such other class or series of securities into which the Series A Preferred Stock is then convertible (assuming the conversion of each share of Series A Preferred Stock), multiplied by (y) the number of shares of Common Stock or such other securities into which the shares of Series A Preferred Stock held by such Holder are then convertible. None of (i) the sale of all or substantially all of the property or business of the Company (other than in connection with Upon the voluntary or involuntary liquidation, dissolution or winding-up of the Company)Corporation, (ii) the merger, conversion or consolidation holders of the Company into shares of the Series OO Preferred Stock shall be entitled to receive and to be paid out of the assets of the Corporation legally available for distribution to its stockholders, before any payment or with distribution shall be made on the common stock or on any other Person or (iii) capital stock ranking junior to the merger, conversion or consolidation of any other Person into or with the Company, shall constitute a voluntary or involuntary Series OO Preferred Stock upon liquidation, dissolution or winding-up of the Company for the purposes of the immediately preceding paragraph. In the event the assets of the Company available for distribution to Holders upon any liquidationCorporation, winding-up or dissolution of the Company, whether voluntary or involuntary, shall be insufficient to pay in full all amounts to which such Holders are entitled pursuant to this Section 4, no such distribution shall be made on account of any shares of Parity Stock upon such liquidation, dissolution or winding-up unless proportionate distributable amounts shall be paid on account of the shares of Series A Preferred Stock, ratably, in proportion to the full distributable amounts for which Holders and holders of any Parity Stock are entitled upon such liquidation, winding-up or dissolution, with the amount allocable of $10,000 per share, plus an amount equal to each series of such stock determined on a pro rata basis of the aggregate liquidation preference of the outstanding shares of each series and accrued any declared and unpaid dividends to which on each series is entitled. such share without accumulation of undeclared dividends. (b) After the payment to the Holders holders of the shares of the Series OO Preferred Stock of the full preferential amounts provided for abovein this Section 3, the Holders holders of the Series OO Preferred Stock as such shall have no right or claim to any of the remaining assets of the CompanyCorporation. (c) If, upon any voluntary or involuntary liquidation, dissolution or winding-up of the Corporation, the amounts payable with respect to the shares of the Series OO Preferred Stock and any other shares of capital stock ranking as to any such distribution of assets of the Corporation on a parity with the shares of the Series OO Preferred Stock are not paid in full, the holders of the shares of the Series OO Preferred Stock and of such other shares shall share ratably in any such distribution of assets of the Corporation in proportion to the full respective distributions to which they are entitled. (d) Neither the sale of all or substantially all of the property or business of the Corporation, nor the merger or consolidation of the Corporation into or with any other entity or the merger or consolidation of any other entity into or with the Corporation, shall be deemed to be a liquidation, dissolution or winding-up, voluntary or involuntary, of the Corporation for the purposes of this Section 3.

Liquidation Preference. In the event of any voluntary or involuntary liquidation, dissolution or winding-up of the Company, each Holder shall be entitled to receive out of the assets of the Company available for distribution to stockholders of the Company, before any distribution of assets is made on the Common Stock or any other Junior Stock, an amount equal to the greater of (i) the aggregate Liquidation Preference attributable to shares of Series A Preferred Stock held by such Holder, subject to adjustment as provided in Section 15(a), plus an amount equal to the sum of all accrued and unpaid cumulative dividends, and (ii) the product of (x) the amount per share that would have been payable upon such liquidation, dissolution or winding-up to the holders of shares of Common Stock or such other class or series of securities into which the Series A Preferred Stock is then convertible (assuming the conversion of each share of Series A Preferred Stock), multiplied by (y) the number of shares of Common Stock or such other securities into which the shares of Series A Preferred Stock held by such Holder are then convertible. None of (i) the sale of all or substantially all of the property or business of the Company (other than in connection with the voluntary or involuntary liquidation, dissolution or winding-up of the Company), (ii) the merger, conversion or consolidation of the Company into or with any other Person or (iii) the merger, conversion or consolidation of any other Person into or with the Company, shall constitute a voluntary or involuntary liquidation, dissolution or winding-up of the Company for the purposes of the immediately preceding paragraph. In the event the assets of the Company available for distribution to Holders upon any liquidation, winding-up or dissolution of the Company, whether voluntary or involuntary, shall be insufficient to pay in full all amounts to which such Holders are entitled pursuant to this Section 4, no such distribution shall be made on account of any shares of Parity Stock upon such liquidation, dissolution or winding-up unless proportionate distributable amounts shall be paid on account of the shares of Series A Preferred Stock, ratably, in proportion to the full distributable amounts for which Holders and holders of any Parity Stock are entitled upon such liquidation, winding-up or dissolution, with the amount allocable to each series of such stock determined on a pro rata basis of the aggregate liquidation preference of the outstanding shares of each series and accrued and unpaid dividends to which each series is entitled. After the payment to the Holders of the full preferential amounts provided for above, the Holders as such shall have no right or claim to any of the remaining assets of the Company.this

Liquidation Preference. In (a) Upon any voluntary or involuntary liquidation, dissolution or winding‑up of the event affairs of the Corporation, before any distribution or payment shall be made to holders of shares of Common Stock or any other class or series of capital stock of the Corporation ranking, as to rights upon any voluntary or involuntary liquidation, dissolution or winding-up of the Companyaffairs of the Corporation, each Holder junior to the Series A Preferred Stock, the holders of shares of Series A Preferred Stock shall be entitled to receive be paid out of the assets of the Company Corporation legally available for distribution to stockholders its stockholders, after payment or provision of the Companydebts and other liabilities of the Corporation, before any distribution a liquidation preference of assets is made on the Common Stock or any other Junior Stock$25.00 per share, plus an amount equal to any accrued and unpaid dividends (whether or not declared) to the greater date of payment (i) including the aggregate Liquidation Preference attributable MPG Preferred Accrual). In the event that, upon such voluntary or involuntary liquidation, dissolution or winding-up, the available assets of the Corporation are insufficient to pay the amount of the liquidating distributions on all outstanding shares of Series A Preferred Stock held by such Holderand the corresponding amounts payable on all shares of other classes or series of capital stock of the Corporation ranking, subject as to adjustment as provided liquidation rights, on parity with the Series A Preferred Stock in Section 15(a)the distribution of assets, plus an amount equal to the sum of all accrued and unpaid cumulative dividends, and (ii) the product of (x) the amount per share that would have been payable upon such liquidation, dissolution or winding-up to then the holders of shares of Common the Series A Preferred Stock or and each such other class or series of securities into which shares of capital stock ranking, as to voluntary or involuntary liquidation rights, on parity with the Series A Preferred Stock is then convertible (assuming shall share ratably in any such distribution of assets in proportion to the conversion full liquidating distributions to which they would otherwise be respectively entitled. Written notice of each share of Series A Preferred Stock), multiplied by (y) the number of shares of Common Stock or any such other securities into which the shares of Series A Preferred Stock held by such Holder are then convertible. None of (i) the sale of all or substantially all of the property or business of the Company (other than in connection with the voluntary or involuntary liquidation, dissolution or winding-up of the Company)Corporation, (ii) stating the mergerpayment date or dates when, conversion and the place or consolidation of places where, the Company into or with any other Person or (iii) the merger, conversion or consolidation of any other Person into or with the Company, amounts distributable in such circumstances shall constitute a voluntary or involuntary liquidation, dissolution or winding-up of the Company for the purposes of the immediately preceding paragraph. In the event the assets of the Company available for distribution to Holders upon any liquidation, winding-up or dissolution of the Company, whether voluntary or involuntarybe payable, shall be insufficient given by first class mail, postage pre-paid, not less than 30 nor more than 60 days prior to pay in full all amounts the payment date stated therein, to which such Holders are entitled pursuant to this Section 4, no such distribution shall be made on account each record holder of any shares of Parity Stock upon such liquidation, dissolution or winding-up unless proportionate distributable amounts shall be paid on account of the shares of Series A Preferred Stock, ratably, in proportion to Stock at the full distributable amounts for which Holders and holders of any Parity Stock are entitled upon such liquidation, winding-up or dissolution, with the amount allocable to each series respective addresses of such holders as the same shall appear on the stock determined on a pro rata basis transfer records of the aggregate liquidation preference of the outstanding shares of each series and accrued and unpaid dividends to which each series is entitledCorporation. After the payment to the Holders of the full preferential amounts provided for aboveamount of the liquidating distributions to which they are entitled, the Holders as such shall holders of Series A Preferred Stock will have no right or claim to any of the remaining assets of the CompanyCorporation. The consolidation or merger of the Corporation with or into any other corporation, trust or entity, or the voluntary sale, lease, transfer or conveyance of all or substantially all of the property or business of the Corporation, shall not be deemed to constitute a liquidation, dissolution or winding-up of the affairs of the Corporation. (b) In determining whether a distribution (other than upon voluntary or involuntary liquidation), by dividend, redemption or other acquisition of shares of stock of the Corporation or otherwise, is permitted under the MGCL, amounts that would be needed, if the Corporation were to be dissolved at the time of the distribution, to satisfy the preferential rights upon dissolution of holders of shares of Series A Preferred Stock shall not be added to the Corporation’s total liabilities.

Liquidation Preference. In the event of (a) Upon any voluntary or involuntary liquidation, dissolution or winding-winding up of the CompanyCorporation, each Holder the Holders of all shares of Series C Preferred Stock then outstanding shall be entitled to receive be paid out of the assets of the Company Corporation available for distribution to its stockholders of an amount in cash equal to the CompanyLiquidation Preference per share, before any distribution of assets is made on the Common Stock any Series C Junior Securities. If upon any voluntary or any other Junior Stock, an amount equal to the greater of (i) the aggregate Liquidation Preference attributable to shares of Series A Preferred Stock held by such Holder, subject to adjustment as provided in Section 15(a), plus an amount equal to the sum of all accrued and unpaid cumulative dividends, and (ii) the product of (x) the amount per share that would have been payable upon such involuntary liquidation, dissolution or winding-winding up of the Corporation, the application of all amounts available for payments with respect to Series C Preferred Stock and all other Series C Parity Securities would not result in payment in full of Series C Preferred Stock and such other Series C Parity Securities, the Holders of Series C Preferred Stock and holders of Series C Parity Securities shall share equally and ratably in any distribution of assets of the Corporation in proportion to the holders full Liquidation Preference to which each is entitled. After payment in full pursuant to this paragraph C(4)(a), the Holders of Series C Preferred Stock shall not be entitled to any further participation in any distribution in the event of liquidation, dissolution or winding up of the affairs of the Corporation. (b) For the purposes of paragraph C(4)(a), neither the voluntary sale, conveyance, exchange or transfer (for cash, shares of Common Stock stock, securities or such other class or series of securities into which the Series A Preferred Stock is then convertible (assuming the conversion of each share of Series A Preferred Stock), multiplied by (yconsideration) the number of shares of Common Stock or such other securities into which the shares of Series A Preferred Stock held by such Holder are then convertible. None of (i) the sale of all or substantially all of the property or business assets of the Company (Corporation nor the consolidation, merger or other than in connection with the voluntary or involuntary liquidation, dissolution or winding-up business combination of the Company), (ii) the merger, conversion Corporation with one or consolidation of the Company into or with any other Person or (iii) the merger, conversion or consolidation of any other Person into or with the Company, more corporations shall constitute be deemed to be a voluntary or involuntary liquidation, dissolution or winding-winding up of the Company for the purposes Corporation, unless such sale, conveyance, exchange or transfer is in connection with a dissolution or winding up of the immediately preceding paragraph. In the event the assets business of the Company available for distribution to Holders upon Corporation; provided, however, that any liquidation, winding-up -------- ------- consolidation or dissolution merger of the Company, whether voluntary or involuntary, Corporation in which the Corporation is not the surviving entity shall be insufficient deemed to pay in full all amounts to which such Holders are entitled pursuant to this Section 4, no such distribution shall be made on account of any shares of Parity Stock upon such a liquidation, dissolution or winding-winding up unless proportionate distributable amounts shall be paid on account of the shares affairs of the Corporation within the meaning of this paragraph C(4)(b) if, (i) in connection therewith, the holders of Common Stock of the Corporation receive as consideration, whether in whole or in part, for such Common Stock (1) cash, (2) notes, debentures or other evidences of indebtedness or obligations to pay cash or (3) preferred stock of the surviving entity (whether or not the surviving entity is the Corporation) which ranks on a parity with or senior to the preferred stock received by holders of the Series A C Preferred Stock with respect to liquidation or dividends or (ii) the holders of the Series C Preferred Stock do not receive preferred stock of the surviving entity with rights, powers and preferences equal to (or more favorable to the holders than) the rights, powers and preferences of the Series C Preferred Stock, ratably, in proportion to the full distributable amounts for which Holders and holders of any Parity Stock are entitled upon such liquidation, winding-up or dissolution, with the amount allocable to each series of such stock determined on a pro rata basis of the aggregate liquidation preference of the outstanding shares of each series and accrued and unpaid dividends to which each series is entitled. After the payment to the Holders of the full preferential amounts provided for above, the Holders as such shall have no right or claim to any of the remaining assets of the Company.

Liquidation Preference. In the event of (a) Upon any voluntary or involuntary liquidation, dissolution or winding-winding up of the Companyaffairs of the Corporation, each Holder shall be the holders of shares of Series A Preferred Stock then Outstanding are entitled to receive be paid out of the assets of the Company Corporation, legally available for distribution to stockholders its stockholders, a liquidation preference of $133,466.75 per share of Series A Preferred Stock (the Company“Liquidation Preference”), plus an amount equal to any declared and unpaid dividends (and only to the extent declared and unpaid) for the full or partial Dividend Period in which the liquidation, dissolution or winding up occurs, before any distribution of assets is made on the to holders of Common Stock or any other Junior Stock, an amount equal to the greater of (i) the aggregate Liquidation Preference attributable to shares of Series A Preferred Stock held by such Holder, subject to adjustment as provided in Section 15(a), plus an amount equal to the sum of all accrued and unpaid cumulative dividends, and (ii) the product of (x) the amount per share that would have been payable upon such liquidation, dissolution or winding-up to the holders of shares of Common Stock or such other class or series of equity securities into which that ranks junior to the Series A Preferred Stock is then convertible as to liquidation rights. (assuming b) In the conversion of each share of Series A Preferred Stock)event that, multiplied by (y) the number of shares of Common Stock or upon any such other securities into which the shares of Series A Preferred Stock held by such Holder are then convertible. None of (i) the sale of all or substantially all of the property or business of the Company (other than in connection with the voluntary or involuntary liquidation, dissolution or winding-up of winding up, the Company), (ii) the merger, conversion or consolidation of the Company into or with any other Person or (iii) the merger, conversion or consolidation of any other Person into or with the Company, shall constitute a voluntary or involuntary liquidation, dissolution or winding-up of the Company for the purposes of the immediately preceding paragraph. In the event the available assets of the Company available for distribution to Holders upon any liquidation, winding-up or dissolution of the Company, whether voluntary or involuntary, shall be Corporation are insufficient to pay in full all amounts to which such Holders are entitled pursuant to this Section 4, no such distribution shall be made on account of any shares of Parity Stock upon such liquidation, dissolution or winding-up unless proportionate distributable amounts shall be paid on account the amount of the liquidating distributions on all Outstanding shares of Series A Preferred StockStock and the corresponding amounts payable on all shares of each other class or series of equity securities ranking on a parity with the Series A Preferred Stock as to liquidation rights, ratably, then the holders of the Series A Preferred Stock and each such other class or series of equity securities shall share proportionately in any such distribution of assets in proportion to the full distributable amounts for which Holders and holders of any Parity Stock are entitled upon such liquidation, winding-up or dissolution, with the amount allocable to each series of such stock determined on a pro rata basis of the aggregate liquidation preference of the outstanding shares of each series and accrued and unpaid dividends liquidating distributions to which each series is they would otherwise be respectively entitled. . (c) After the payment to the Holders of the full preferential amounts provided for aboveamount of the liquidating distributions to which they are entitled, the Holders as such shall holders of Series A Preferred Stock will have no right or claim to any of the remaining assets of the CompanyCorporation. (d) Written notice of any such liquidation, dissolution or winding up of the Corporation, stating the payment date or dates when, and the place or places where, the amounts distributable in such circumstances shall be payable, shall be given by first class mail, postage pre-paid, not less than 30 nor more than 60 days prior to the payment date stated therein, to each record holder of the Series A Preferred Stock at the respective addresses of such holders as the same shall appear on the stock transfer records of the Corporation. (e) The consolidation or merger of the Corporation with or into any other corporation, trust or entity or of any other corporation with or into the Corporation, or the sale, lease or conveyance of all or substantially all of the property or business of the Corporation, shall not be deemed to constitute a liquidation, dissolution or winding up of the Corporation.

Liquidation Preference. In the event of any voluntary or involuntary liquidation, dissolution or winding-up of the Company, each Holder shall be entitled to receive out of the assets of the Company available for distribution to stockholders of the Company, before any distribution of assets is made on the Common Stock or any other Junior Stock, an amount equal to the greater of (i) the aggregate Liquidation Preference attributable to shares of Series A B Preferred Stock held by such Holder, subject to adjustment as provided in Section 15(a), Holder plus an amount equal to the sum of all accrued and unpaid cumulative dividends, and (ii) the product of (x) the amount per share that would have been payable upon such liquidation, dissolution or winding-up to the holders of shares of Common Stock or such other class or series of securities into which the Series A B Preferred Stock is then convertible (assuming the conversion of each share of Series A B Preferred Stock), multiplied by (y) the number of shares of Common Stock or such other securities into which the shares of Series A B Preferred Stock held by such Holder are then convertible. None of (i) the sale of all or substantially all of the property or business of the Company (other than in connection with the voluntary or involuntary liquidation, dissolution or winding-up of the Company), (ii) the merger, conversion or consolidation of the Company into or with any other Person or (iii) the merger, conversion or consolidation of any other Person into or with the Company, shall constitute a voluntary or involuntary liquidation, dissolution or winding-up of the Company for the purposes of the immediately preceding paragraph. In the event the assets of the Company available for distribution to Holders upon any liquidation, winding-up or dissolution of the Company, whether voluntary or involuntary, shall be insufficient to pay in full all amounts to which such Holders are entitled pursuant to this Section 43, no such distribution shall be made on account of any shares of Parity Stock upon such liquidation, dissolution or winding-up unless proportionate distributable amounts shall be paid on account of the shares of Series A B Preferred Stock, ratably, in proportion to the full distributable amounts for which Holders and holders of any Parity Stock are entitled upon such liquidation, winding-up or dissolution, with the amount allocable to each series of such stock determined on a pro rata basis of the aggregate liquidation preference of the outstanding shares of each series and accrued and unpaid dividends to which each series is entitled. After the payment to the Holders of the full preferential amounts provided for above, the Holders as such shall have no right or claim to any of the remaining assets of the Company.

Liquidation Preference. In the event of (a) Upon any voluntary or involuntary liquidation, dissolution or winding-winding up of the Company, each Holder shall be entitled to receive out of the assets of the Company available for distribution to stockholders of the CompanyCorporation, before any distribution of assets is or payment shall be made on the Common Stock or any other Junior Stock, an amount equal to the greater of (i) the aggregate Liquidation Preference attributable to shares of Series A Preferred Stock held by such Holder, subject to adjustment as provided in Section 15(a), plus an amount equal to the sum of all accrued and unpaid cumulative dividends, and (ii) the product of (x) the amount per share that would have been payable upon such liquidation, dissolution or winding-up to the holders of shares of Common Stock or such any other class or series of securities into which the Series A Preferred Stock is then convertible (assuming the conversion of each share of Series A Preferred Stock), multiplied by (y) the number of shares of Common Stock or such other securities into which the shares of Series A Preferred Stock held by such Holder are then convertible. None of (i) the sale of all or substantially all capital stock of the property or business of the Company (other than in connection with the Corporation ranking, as to rights upon any voluntary or involuntary liquidation, dissolution or winding-winding up of the Company)Corporation, (ii) junior to the mergerSeries A Preferred Stock, conversion or consolidation the holders of shares of Series A Preferred Stock shall be entitled to be paid out of the Company into assets of the Corporation legally available for distribution to its stockholders, after payment of or provision for the debts and other liabilities of the Corporation and, subject to compliance with section 7(f)(i) of these Articles Supplementary, any other Person class or (iii) series of capital stock of the mergerCorporation ranking, conversion or consolidation of as to rights upon any other Person into or with the Company, shall constitute a voluntary or involuntary liquidation, dissolution or winding-winding up of the Company for Corporation, senior to the purposes Series A Preferred Stock, a liquidation preference of $25.00 per share, plus an amount equal to any accrued and unpaid dividends (whether or not authorized or declared) up to but excluding the immediately preceding paragraphdate of payment. In the event the assets of the Company available for distribution to Holders that, upon any liquidation, winding-up or dissolution of the Company, whether such voluntary or involuntary, shall be insufficient to pay in full all amounts to which such Holders are entitled pursuant to this Section 4, no such distribution shall be made on account of any shares of Parity Stock upon such involuntary liquidation, dissolution or winding-up unless proportionate distributable amounts shall be paid on account winding up, the available assets of the Corporation are insufficient to pay the full amount of the liquidating distributions on all outstanding shares of Series A Preferred StockStock and the corresponding amounts payable on all shares of other classes or series of capital stock of the Corporation ranking, ratablyas to rights upon the Corporation’s liquidation, dissolution or winding up, on parity with the Series A Preferred Stock in the distribution of assets, then the holders of the Series A Preferred Stock and each such other class or series of capital stock ranking, as to rights upon any voluntary or involuntary liquidation, dissolution or winding up, on parity with the Series A Preferred Stock shall share ratably in any such distribution of assets in proportion to the full distributable amounts for liquidating distributions to which Holders and holders they would otherwise be respectively entitled. Written notice of any Parity Stock are entitled upon such voluntary or involuntary liquidation, windingdissolution or winding up of the Corporation, stating the payment date or dates when, and the place or places where, the amounts distributable in such circumstances shall be payable, shall be given by first class mail, postage pre-up paid, not fewer than 30 or dissolutionmore than 60 days prior to the payment date stated therein, with the amount allocable to each series record holder of shares of Series A Preferred Stock at the respective addresses of such holders as the same shall appear on the stock determined on a pro rata basis transfer records of the aggregate liquidation preference of the outstanding shares of each series and accrued and unpaid dividends to which each series is entitledCorporation. After the payment to the Holders of the full preferential amounts provided for above, the Holders as such shall have no right or claim to any amount of the remaining assets liquidating (b) In determining whether a distribution (other than upon voluntary or involuntary liquidation), by dividend, redemption or other acquisition of shares of capital stock of the CompanyCorporation or otherwise, is permitted under the MGCL, amounts that would be needed, if the Corporation were to be dissolved at the time of the distribution, to satisfy the preferential rights upon dissolution of holders of shares of Series A Preferred Stock shall not be added to the Corporation’s total liabilities.

Liquidation Preference. In the event of any voluntary or involuntary liquidation, dissolution or winding-up of the Company, each Holder shall be entitled to receive out of the assets of the Company available for distribution to stockholders of the Company, before any distribution of assets is made on the Common Stock or any other Junior Stock, an amount equal to the greater of (ia) the aggregate Liquidation Preference attributable to shares of Series A Preferred Stock held by such Holder, subject to adjustment as provided in Section 15(a), plus an amount equal to the sum of all accrued and unpaid cumulative dividends, and (ii) the product of (x) the amount per share that would have been payable upon such liquidation, dissolution or winding-up to the holders of shares of Common Stock or such other class or series of securities into which the Series A Preferred Stock is then convertible (assuming the conversion of each share of Series A Preferred Stock), multiplied by (y) the number of shares of Common Stock or such other securities into which the shares of Series A Preferred Stock held by such Holder are then convertible. None of (i) the sale of all or substantially all of the property or business of the Company (other than in connection with Upon the voluntary or involuntary liquidation, dissolution or winding-winding up of the Company)Corporation, (ii) the merger, conversion or consolidation holders of the Company into or with any other Person or (iii) the merger, conversion or consolidation of any other Person into or with the Company, shall constitute a voluntary or involuntary liquidation, dissolution or winding-up shares of the Company for the purposes Series O Preferred Stock shall be entitled to receive and to be paid out of the immediately preceding paragraph. In the event the assets of the Company Corporation legally available for distribution to Holders upon its stockholders, before any liquidation, winding-up payment or dissolution of the Company, whether voluntary or involuntary, shall be insufficient to pay in full all amounts to which such Holders are entitled pursuant to this Section 4, no such distribution shall be made on account the common stock or on any other class of any shares of Parity stock ranking junior to the Series O Preferred Stock upon such liquidation, dissolution or winding-up unless proportionate distributable amounts shall be paid on account of the shares of Series A Preferred Stock, ratably, in proportion to the full distributable amounts for which Holders and holders of any Parity Stock are entitled upon such liquidation, winding-up or dissolution, with the amount allocable of $10,000 per share, plus an amount equal to each series of such stock determined on a pro rata basis of the aggregate liquidation preference of the outstanding shares of each series and accrued any declared and unpaid dividends to which on each series is entitled. such share without accumulation of undeclared dividends. (b) After the payment to the Holders holders of the shares of the Series O Preferred Stock of the full preferential amounts provided for abovein this Section 3, the Holders holders of the Series O Preferred Stock as such shall have no right or claim to any of the remaining assets of the CompanyCorporation. (c) If, upon any voluntary or involuntary liquidation, dissolution or winding up of the Corporation, the amounts payable with respect to the shares of the Series O Preferred Stock and any other shares of stock of the Corporation ranking as to any such distribution on a parity with the shares of the Series O Preferred Stock are not paid in full, the holders of the shares of the Series O Preferred Stock and of such other shares shall share ratably in any such distribution of assets of the Corporation in proportion to the full respective distributions to which they are entitled. (d) Neither the sale of all or substantially all of the property or business of the Corporation, nor the merger or consolidation of the Corporation into or with any other entity or the merger or consolidation of any other entity into or with the Corporation, shall be deemed to be a liquidation, dissolution or winding up, voluntary or involuntary, for the purposes of this Section 3.

Liquidation Preference. In the event of (a) Upon any voluntary or involuntary liquidation, dissolution or winding-winding up of the Company, each Holder shall be entitled to receive out of the assets of the Company available for distribution to stockholders of the CompanyCorporation, before any distribution of assets is or payment shall be made on the Common Stock or any other Junior Stock, an amount equal to the greater of (i) the aggregate Liquidation Preference attributable to shares of Series A Preferred Stock held by such Holder, subject to adjustment as provided in Section 15(a), plus an amount equal to the sum of all accrued and unpaid cumulative dividends, and (ii) the product of (x) the amount per share that would have been payable upon such liquidation, dissolution or winding-up to the holders of shares of Common Stock or such any other class or series of securities into which the Series A Preferred Stock is then convertible (assuming the conversion of each share of Series A Preferred Stock), multiplied by (y) the number of shares of Common Stock or such other securities into which the shares of Series A Preferred Stock held by such Holder are then convertible. None of (i) the sale of all or substantially all capital stock of the property or business of the Company (other than in connection with the Corporation ranking, as to rights upon any voluntary or involuntary liquidation, dissolution or winding-winding up of the Company)Corporation, (ii) junior to the mergerSeries A Preferred Stock, conversion or consolidation the holders of shares of Series A Preferred Stock shall be entitled to be paid out of the Company into assets of the Corporation legally available for distribution to its stockholders, after payment of or provision for the debts and other liabilities of the Corporation and, subject to compliance with section 7(f)(i) of these Articles Supplementary, any other Person class or (iii) series of capital stock of the mergerCorporation ranking, conversion or consolidation of as to rights upon any other Person into or with the Company, shall constitute a voluntary or involuntary liquidation, dissolution or winding-winding up of the Company for Corporation, senior to the purposes Series A Preferred Stock, a liquidation preference of $25.00 per share, plus an amount equal to any accrued and unpaid dividends (whether or not authorized or declared) up to but excluding the immediately preceding paragraphdate of payment. In the event the assets of the Company available for distribution to Holders that, upon any liquidation, winding-up or dissolution of the Company, whether such voluntary or involuntary, shall be insufficient to pay in full all amounts to which such Holders are entitled pursuant to this Section 4, no such distribution shall be made on account of any shares of Parity Stock upon such involuntary liquidation, dissolution or winding-up unless proportionate distributable amounts shall be paid on account winding up, the available assets of the Corporation are insufficient to pay the full amount of the liquidating distributions on all outstanding shares of Series A Preferred StockStock and the corresponding amounts payable on all shares of other classes or series of capital stock of the Corporation ranking, ratablyas to rights upon the Corporation’s liquidation, dissolution or winding up, on parity with the Series A Preferred Stock in the distribution of assets, then the holders of the Series A Preferred Stock and each such other class or series of capital stock ranking, as to rights upon any voluntary or involuntary liquidation, dissolution or winding up, on parity with the Series A Preferred Stock shall share ratably in any such distribution of assets in proportion to the full distributable amounts for liquidating distributions to which Holders and holders they would otherwise be respectively entitled. Written notice of any Parity Stock are entitled upon such voluntary or involuntary liquidation, windingdissolution or winding up of the Corporation, stating the payment date or dates when, and the place or places where, the amounts distributable in such circumstances shall be payable, shall be given by first class mail, postage pre-up paid, not fewer than 30 or dissolutionmore than 60 days prior to the payment date stated therein, with the amount allocable to each series record holder of shares of Series A Preferred Stock at the respective addresses of such holders as the same shall appear on the stock determined on a pro rata basis transfer records of the aggregate liquidation preference of the outstanding shares of each series and accrued and unpaid dividends to which each series is entitledCorporation. After the payment to the Holders of the full preferential amounts provided for aboveamount of the liquidating distributions to which they are entitled, the Holders as such shall holders of Series A Preferred Stock will have no right or claim to any of the remaining assets of the CompanyCorporation. The consolidation or merger of the Corporation with or into any other corporation, trust or entity, or the voluntary sale, lease, transfer or conveyance of all or substantially all of the property or business of the Corporation, shall not be deemed to constitute a liquidation, dissolution or winding up of the Corporation. (b) In determining whether a distribution (other than upon voluntary or involuntary liquidation), by dividend, redemption or other acquisition of shares of capital stock of the Corporation or otherwise, is permitted under the MGCL, amounts that would be needed, if the Corporation were to be dissolved at the time of the distribution, to satisfy the preferential rights upon dissolution of holders of shares of Series A Preferred Stock shall not be added to the Corporation’s total liabilities.

Liquidation Preference. In the event of (a) Upon any voluntary or involuntary liquidation, dissolution or winding-up of the Company, each Holder shall be entitled to receive out affairs of the assets of the Company available for distribution to stockholders of the CompanyCorporation, before any distribution of assets is or payment shall be made on the Common Stock or any other Junior Stock, an amount equal to the greater of (i) the aggregate Liquidation Preference attributable to shares of Series A Preferred Stock held by such Holder, subject to adjustment as provided in Section 15(a), plus an amount equal to the sum of all accrued and unpaid cumulative dividends, and (ii) the product of (x) the amount per share that would have been payable upon such liquidation, dissolution or winding-up to the holders of shares of Common Stock or such any other class or series of securities into which the Series A Preferred Stock is then convertible (assuming the conversion of each share of Series A Preferred Stock), multiplied by (y) the number of shares of Common Stock or such other securities into which the shares of Series A Preferred Stock held by such Holder are then convertible. None of (i) the sale of all or substantially all capital stock of the property or business of the Company (other than in connection with the Corporation ranking, as to rights upon any voluntary or involuntary liquidation, dissolution or winding-up of the Company), (ii) the merger, conversion or consolidation affairs of the Company into Corporation, junior to the Series A Preferred Stock, the holders of shares of Series A Preferred Stock shall be entitled to be paid out of the assets of the Corporation legally available for distribution to its stockholders, after payment or provision of the debts and other liabilities of the Corporation, a liquidation preference of $25.00 per share, plus an amount equal to any accrued and unpaid dividends (whether or not declared) to the date of payment (including the Preferred Accrual). In the event that, upon such voluntary or involuntary liquidation, dissolution or winding-up, the available assets of the Corporation are insufficient to pay the amount of the liquidating distributions on all outstanding shares of Series A Preferred Stock and the corresponding amounts payable on all shares of other classes or series of capital stock of the Corporation ranking, as to liquidation rights, on parity with the Series A Preferred Stock in the distribution of assets, then the holders of the Series A Preferred Stock and each such other class or series of shares of capital stock ranking, as to voluntary or involuntary liquidation rights, on parity with the Series A Preferred Stock shall share ratably in any other Person or (iii) such distribution of assets in proportion to the merger, conversion or consolidation full liquidating distributions to which they would otherwise be respectively entitled. Written notice of any other Person into or with the Company, shall constitute a such voluntary or involuntary liquidation, dissolution or winding-up of the Company for Corporation, stating the purposes of payment date or dates when, and the immediately preceding paragraph. In place or places where, the event the assets of the Company available for distribution to Holders upon any liquidation, winding-up or dissolution of the Company, whether voluntary or involuntaryamounts distributable in such circumstances shall be payable, shall be insufficient given by first class mail, postage pre-paid, not less than 30 nor more than 60 days prior to pay in full all amounts the payment date stated therein, to which such Holders are entitled pursuant to this Section 4, no such distribution shall be made on account each record holder of any shares of Parity Stock upon such liquidation, dissolution or winding-up unless proportionate distributable amounts shall be paid on account of the shares of Series A Preferred Stock, ratably, in proportion to Stock at the full distributable amounts for which Holders and holders of any Parity Stock are entitled upon such liquidation, winding-up or dissolution, with the amount allocable to each series respective addresses of such holders as the same shall appear on the stock determined on a pro rata basis transfer records of the aggregate liquidation preference of the outstanding shares of each series and accrued and unpaid dividends to which each series is entitledCorporation. After the payment to the Holders of the full preferential amounts provided for aboveamount of the liquidating distributions to which they are entitled, the Holders as such shall holders of Series A Preferred Stock will have no right or claim to any of the remaining assets of the CompanyCorporation. The consolidation or merger of the Corporation with or into any other corporation, trust or entity, or the voluntary sale, lease, transfer or conveyance of all or substantially all of the property or business of the Corporation, shall not be deemed to constitute a liquidation, dissolution or winding-up of the affairs of the Corporation. (b) In determining whether a distribution (other than upon voluntary or involuntary liquidation), by dividend, redemption or other acquisition of shares of stock of the Corporation or otherwise, is permitted under the MGCL, amounts that would be needed, if the Corporation were to be dissolved at the time of the distribution, to satisfy the preferential rights upon dissolution of holders of shares of Series A Preferred Stock shall not be added to the Corporation’s total liabilities.

Liquidation Preference. In the event of (a) Upon any voluntary or involuntary liquidation, dissolution or winding-winding up of the affairs of the Company, each Holder before any distribution or payment shall be made to holders of shares of Common Stock or any other class or series of capital stock of the Company ranking, as to rights upon any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Company, junior to the Series D Preferred Stock, the holders of shares of Series D Preferred Stock shall be entitled to receive be paid out of the assets of the Company legally available for distribution to stockholders its stockholders, after payment of or provision for the debts and other liabilities of the Company, before any distribution a liquidation preference of assets is made on the Common Stock or any other Junior Stock, an amount equal to the greater of (i) the aggregate Liquidation Preference attributable to shares of Series A Preferred Stock held by such Holder, subject to adjustment as provided in Section 15(a)$25.00 per share, plus an amount equal to the sum of all any accrued and unpaid cumulative dividendsdividends (whether or not authorized or declared) to but excluding the date of payment. In the event that, and (ii) the product of (x) the amount per share that would have been payable upon such liquidation, dissolution or winding-up to the holders of shares of Common Stock or such other class or series of securities into which the Series A Preferred Stock is then convertible (assuming the conversion of each share of Series A Preferred Stock), multiplied by (y) the number of shares of Common Stock or such other securities into which the shares of Series A Preferred Stock held by such Holder are then convertible. None of (i) the sale of all or substantially all of the property or business of the Company (other than in connection with the voluntary or involuntary liquidation, dissolution or winding-up of winding up, the Company), (ii) the merger, conversion or consolidation available assets of the Company into are insufficient to pay the full amount of the liquidating distributions on all outstanding shares of Series D Preferred Stock and the corresponding amounts payable on all shares of other classes or series of capital stock of the Company ranking, as to liquidation rights, on parity with the Series D Preferred Stock in the distribution of assets, then the holders of the Series D Preferred Stock and each such other class or series of shares of capital stock ranking, as to voluntary or involuntary liquidation rights, on parity with the Series D Preferred Stock shall share ratably in any other Person or (iii) such distribution of assets in proportion to the merger, conversion or consolidation full liquidating distributions to which they would otherwise be respectively entitled. Written notice of any other Person into or with the Company, shall constitute a such voluntary or involuntary liquidation, dissolution or winding-winding up of the Company for the purposes of the immediately preceding paragraph. In the event the assets of the Company available for distribution to Holders upon any liquidation, winding-up or dissolution of the Company, whether voluntary stating the payment date or involuntarydates when, and the place or places where, the amounts distributable in such circumstances shall be payable, shall be insufficient given by first class mail, postage pre-paid, not fewer than 30 or more than 60 days prior to pay in full all amounts the payment date stated therein, to which such Holders are entitled pursuant to this Section 4, no such distribution shall be made on account each record holder of any shares of Parity Stock upon such liquidation, dissolution or winding-up unless proportionate distributable amounts shall be paid on account of the shares of Series A D Preferred Stock, ratably, in proportion to Stock at the full distributable amounts for which Holders and holders of any Parity Stock are entitled upon such liquidation, winding-up or dissolution, with the amount allocable to each series respective addresses of such holders as the same shall appear on the stock determined on a pro rata basis transfer records of the aggregate liquidation preference of the outstanding shares of each series and accrued and unpaid dividends to which each series is entitledCompany. After the payment to the Holders of the full preferential amounts provided for aboveamount of the liquidating distributions to which they are entitled, the Holders as such shall holders of Series D Preferred Stock will have no right or claim to any of the remaining assets of the Company. The consolidation or merger of the Company with or into any other corporation, trust or entity, or the voluntary sale, lease, transfer or conveyance of all or substantially all of the property or business of the Company, shall not be deemed to constitute a liquidation, dissolution or winding up of the affairs of the Company. (b) In determining whether a distribution (other than upon voluntary or involuntary liquidation), by dividend, redemption or other acquisition of shares of capital stock of the Company or otherwise, is permitted under the MGCL, amounts that would be needed, if the Company were to be dissolved at the time of the distribution, to satisfy the preferential rights upon dissolution of holders of shares of Series D Preferred Stock shall not be added to the Company’s total liabilities.

Liquidation Preference. In the event of (a) Upon any voluntary or involuntary liquidation, dissolution or winding-winding up of the CompanyCorporation, each Holder the Holders of all shares of Series A Preferred Stock then outstanding shall be entitled to receive be paid out of the assets of the Company Corporation available for distribution to its stockholders of the Company, before any distribution of assets is made on the Common Stock or any other Junior Stock, an amount in cash equal to the greater of (i) the aggregate Liquidation Preference attributable to shares of Series A Preferred Stock held by such Holder, subject to adjustment as provided in Section 15(a)per share, plus an amount equal to a prorated dividend from the sum of all accrued and unpaid cumulative dividendslast Dividend Payment Date to the date fixed for liquidation, and (ii) the product of (x) the amount per share that would have been payable dissolution, or winding up, before any distribution is made on any Series A Junior Securities. If upon such any voluntary or involuntary liquidation, dissolution or winding-winding up of the Corporation, the application of all amounts available for payments with respect to the holders of shares of Common Stock or such other class or series of securities into which the Series A Preferred Stock is then convertible (assuming the conversion of each share of and all other Series A Preferred Stock), multiplied by (y) the number of shares of Common Stock or such other securities into which the shares Parity Securities would not result in payment in full of Series A Preferred Stock held by and such Holder are then convertibleother Series A Parity Securities, the Holders of Series A Preferred Stock and holders of Series A Parity Securities shall share equally and ratably in any distribution of assets of the Corporation in proportion to the full Liquidation Preference to which each is entitled. None After payment in full pursuant to this paragraph A(4)(a), the Holders of Series A Preferred Stock shall not be entitled to any further participation in any distribution in the event of liquidation, dissolution or winding up of the affairs of the Corporation. (ib) For the sale purposes of paragraph A(4)(a), neither the voluntary sale, conveyance, exchange or transfer (for cash, shares of stock, securities or other consideration) of all or substantially all of the property or business assets of the Company (Corporation nor the consolidation, merger or other than in connection with the voluntary or involuntary liquidation, dissolution or winding-up business combination of the Company), (ii) the merger, conversion Corporation with one or consolidation of the Company into or with any other Person or (iii) the merger, conversion or consolidation of any other Person into or with the Company, more corporations shall constitute be deemed to be a voluntary or involuntary liquidation, dissolution or winding-winding up of the Company for the purposes Corporation, unless such sale, conveyance, exchange or transfer is in connection with a dissolution or winding up of the immediately preceding paragraph. In the event the assets business of the Company available for distribution to Holders upon Corporation; provided, however, that any liquidation, winding-up -------- ------- consolidation or dissolution merger of the Company, whether voluntary or involuntary, Corporation in which the Corporation is not the surviving entity shall be insufficient deemed to pay in full all amounts to which such Holders are entitled pursuant to this Section 4, no such distribution shall be made on account of any shares of Parity Stock upon such a liquidation, dissolution or winding-winding up unless proportionate distributable amounts shall be paid on account of the shares business of the Corporation within the meaning of this paragraph A(4)(b) if, (i) in connection therewith, the holders of Common Stock of the Corporation receive as consideration, whether in whole or in part, for such Common Stock (1) cash, (2) notes, debentures or other evidences of indebtedness or obligations to pay cash or (3) preferred stock of the surviving entity (whether or not the surviving entity is the Corporation) which ranks on a parity with or senior to the preferred stock received by Holders of the Series A Preferred Stock with respect to liquidation or dividends or (ii) the Holders of the Series A Preferred Stock do not receive preferred stock of the surviving entity with rights, powers and preferences equal to (or more favorable to the holders than) the rights, powers and preferences of the Series A Preferred Stock, ratably, in proportion to the full distributable amounts for which Holders and holders of any Parity Stock are entitled upon such liquidation, winding-up or dissolution, with the amount allocable to each series of such stock determined on a pro rata basis of the aggregate liquidation preference of the outstanding shares of each series and accrued and unpaid dividends to which each series is entitled. After the payment to the Holders of the full preferential amounts provided for above, the Holders as such shall have no right or claim to any of the remaining assets of the Company.

Liquidation Preference. In Upon any voluntary or involuntary liquidation, dissolution or winding-up of the event Company or reduction or decrease in its capital stock resulting in a distribution of assets to the holders of any class or series of the Company's capital stock, each holder of shares of the Preferred Stock will be entitled to payment out of the assets of the Company available for distribution of an amount equal to the Liquidation Preference per share of Preferred Stock held by such holder, plus accrued and unpaid dividends, if any, to the date fixed for liquidation, dissolution, winding-up or reduction or decrease in capital stock (including an amount equal to a prorated dividend for the period from the last Dividend Payment Date to the date fixed for liquidation, dissolution, winding up or reduction or decrease in capital stock), before any distribution is made on any Junior Securities, including, without limitation, Common Stock of the Company. After payment in full of the Liquidation Preference and all accrued dividends, if any, to which holders of Preferred Stock are entitled, such holders will not be entitled to any further participation in any distribution of assets of the Company. If, upon any voluntary or involuntary liquidation, dissolution or winding-up of the Company, each Holder shall be entitled the amounts payable with respect to receive out the Preferred Stock and all other Parity Securities are not paid in full, the holders of the Preferred Stock and the Parity Securities will share equally and ratably in any distribution of assets of the Company available for distribution to stockholders of the Company, before any distribution of assets is made on the Common Stock or any other Junior Stock, an amount equal in proportion to the greater of full liquidation preference and accumulated and unpaid dividends, if any, to which each is entitled. However, neither the voluntary sale, conveyance, exchange or transfer (i) the aggregate Liquidation Preference attributable to for cash, shares of Series A Preferred Stock held by such Holderstock, subject to adjustment as provided in Section 15(a), plus an amount equal to the sum of all accrued and unpaid cumulative dividends, and (iisecurities or other consideration) the product of (x) the amount per share that would have been payable upon such liquidation, dissolution or winding-up to the holders of shares of Common Stock or such other class or series of securities into which the Series A Preferred Stock is then convertible (assuming the conversion of each share of Series A Preferred Stock), multiplied by (y) the number of shares of Common Stock or such other securities into which the shares of Series A Preferred Stock held by such Holder are then convertible. None of (i) the sale of all or substantially all of the property or business assets of the Company (other than in connection with nor the voluntary consolidation or involuntary liquidation, dissolution or winding-up of the Company), (ii) the merger, conversion or consolidation merger of the Company with or into one or with any other Person or (iii) the merger, conversion or consolidation of any other Person into or with the Company, shall constitute more Persons will be deemed to be a voluntary or involuntary liquidation, dissolution or winding-up of the Company for the purposes of the immediately preceding paragraph. In the event the assets of the Company available for distribution to Holders upon any liquidationor reduction or decrease in capital stock, winding-up unless such sale, conveyance, exchange or dissolution of the Company, whether voluntary or involuntary, transfer shall be insufficient to pay in full all amounts to which such Holders are entitled pursuant to this Section 4, no such distribution shall be made on account of any shares of Parity Stock upon such connection with a liquidation, dissolution or winding-up unless proportionate distributable amounts shall be paid on account of the shares of Series A Preferred Stock, ratably, in proportion to the full distributable amounts for which Holders and holders of any Parity Stock are entitled upon such liquidation, winding-up or dissolution, with the amount allocable to each series of such stock determined on a pro rata basis business of the aggregate liquidation preference of the outstanding shares of each series and accrued and unpaid dividends to which each series is entitledCompany or reduction or decrease in capital stock. After the payment to the Holders of the full preferential amounts provided for above, the Holders as such shall have no right or claim to any of the remaining assets of the Company5.

Liquidation Preference. (a) In the event of any voluntary or involuntary liquidation, dissolution or winding-up of the Companyaffairs of the Corporation, each Holder the Holders of 8 95 shares of Series A Preferred then outstanding shall be entitled to receive be paid, out of the assets of the Company Corporation available for distribution to stockholders of its stockholders, an amount in cash equal to the Companyapplicable Redemption Price thereof set forth in Section 5(a) hereof for each share outstanding, before any distribution of assets is shall be made on the Common Stock or any other assets distributed in respect of Junior Stock, an amount equal to the greater of (i) the aggregate Liquidation Preference attributable to shares of Series A Preferred Stock held by such Holder, subject to adjustment as provided in Section 15(a), plus an amount equal to the sum of all accrued and unpaid cumulative dividends, and (ii) the product of (x) the amount per share that would have been payable upon such liquidation, dissolution or winding-up Securities to the holders of shares of any Junior Securities including, without limitation, Common Stock or such other class or series of securities into which the Series A Preferred Stock is then convertible (assuming the conversion of each share of Series A Preferred Stock). If, multiplied by (y) the number of shares of Common Stock or such other securities into which the shares of Series A Preferred Stock held by such Holder are then convertible. None of (i) the sale of all or substantially all of the property or business of the Company (other than in connection with the upon any voluntary or involuntary liquidation, dissolution or winding-up of the Company), (ii) the merger, conversion or consolidation affairs of the Company Corporation, the amounts payable with respect to the Series A Preferred and all other Parity Securities are not paid in full, the holders of the Series A Preferred and the Parity Securities shall share equally and ratably in any distribution of assets of the Corporation first in proportion to the full liquidation preference (which, in the case of the Series A Preferred, is equal to the applicable Redemption Price) to which each is entitled until such preferences are paid in full, and then in proportion to their respective amounts of accumulated but unpaid dividends. After payment of the full amount of the liquidation preferences and all accumulated and unpaid dividends to which they are entitled, the Holders shall not be entitled to any further participation in any distribution of assets of the Corporation. (b) For purposes of this Section 4, neither the sale, conveyance, exchange or transfer (for cash, shares of stock, securities or other consideration) of all or substantially all of the property or assets of the Corporation, nor the consolidation or merger of the Corporation with or into one or with any other Person or (iii) the merger, conversion or consolidation of any other Person into or with the Companymore entities, shall constitute be deemed to be a voluntary or involuntary liquidation, dissolution or winding-up of the Company for the purposes affairs of the immediately preceding paragraph. In the event the assets of the Company available for distribution to Holders upon any liquidation, winding-up or dissolution of the Company, whether voluntary or involuntary, shall be insufficient to pay in full all amounts to which such Holders are entitled pursuant to this Section 4, no such distribution shall be made on account of any shares of Parity Stock upon such liquidation, dissolution or winding-up unless proportionate distributable amounts shall be paid on account of the shares of Series A Preferred Stock, ratably, in proportion to the full distributable amounts for which Holders and holders of any Parity Stock are entitled upon such liquidation, winding-up or dissolution, with the amount allocable to each series of such stock determined on a pro rata basis of the aggregate liquidation preference of the outstanding shares of each series and accrued and unpaid dividends to which each series is entitled. After the payment to the Holders of the full preferential amounts provided for above, the Holders as such shall have no right or claim to any of the remaining assets of the CompanyCorporation.