Common use of Liquidation Preference Clause in Contracts

Liquidation Preference. (a) In the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation, the holders of shares of Series B-1 Preferred Stock then outstanding shall be entitled to be paid out of the assets of the Corporation available for distribution to its stockholders an amount in cash equal to the greater of (i) the Stated Value and (ii) the Common Stock Liquidation Amount (as defined below) for each share of Series B-1 Preferred Stock outstanding plus all declared but unpaid dividends thereon to the date fixed for liquidation, before any payment shall be made or any assets distributed to the holders of any of the Junior Securities (the " Liquidation Preference"); provided, however, that the holders of outstanding shares of Series B-1 Preferred Stock shall not be entitled to receive such liquidation payment until the liquidation payments on all outstanding shares of Senior Securities shall have been paid in full. If the assets of the Corporation are not sufficient to pay in full the liquidation payments payable to the holders of outstanding shares of Series B-1 Preferred Stock, then the holders of all such shares shall share ratably in such distribution of assets in accordance with the full respective preferential amounts that would be payable on such shares of Series B-1 Preferred Stock if all amounts payable thereon were paid in full. (b) For the purposes of this Section 4, "Common Stock Liquidation Amount" means the amount, if any, that each outstanding share of Series B-1 Preferred Stock would be entitled to receive following the payment by the Corporation of any liquidation preferences with respect to the Senior Securities, out of assets legally available for distribution as contemplated by the relevant provisions of the DGCL and applicable law, assuming that the holders of shares of Series B-1 Preferred Stock were entitled to participate with the holders of the Series B Preferred Stock and the Common Stock in all other assets of the Corporation (with each share of Series B-1 Preferred Stock entitled to participate on the same basis as one thousand (1,000) shares of Common Stock).

Liquidation Preference. (a) In the event of any voluntary or involuntary liquidationdissolution, dissolution liquidation or winding up of the affairs of the CorporationCompany (a Liquidation ), whether voluntary or involuntary, the holders of shares Holders of Series B-1 Preferred Stock then outstanding shall be entitled to be paid receive out of the assets of the Corporation available for Company, before any payment or distribution to its stockholders shall be made in respect of any Junior Securities, cash in an amount in cash equal to $1.00 (the greater of (i) the "Stated Value and (ii) the Common Stock Liquidation Amount (as defined belowValue") for each one (1) share of Series B-1 B Convertible Preferred Stock outstanding plus an amount equal to all declared accrued but unpaid dividends thereon to the date fixed of such payment. If upon the Liquidation, the assets to be distributed among the Holders of the Series B Convertible Preferred Stock are insufficient to permit the payment to such Holders of the full liquidation preference for liquidationtheir shares, before then the entire assets of the Company legally available for distribution shall be distributed pro rata among the Holders of the Series B Convertible Preferred Stock. (b) A sale of all or substantially all of the Company s assets or an acquisition of the Company by another entity by means of any transaction or series of related transactions (including, without limitation, a reorganization, consolidated or merger) that results in the transfer of fifty percent (50%) or more of the outstanding voting power of the Company (a Change in Control Event ), shall not be deemed to be a Liquidation for purposes of this Designation. (c) If upon any Liquidation, whether voluntary or involuntary, payment shall have been made to the Holders of Series B Convertible Preferred Stock of the full preferential amount to which they shall be made or any assets entitled pursuant to Section 3(a) of this Designation, the entire remaining assets, if any, of the Company available for distribution to stockholders shall be distributed to the holders of any of the Junior Securities (the " Liquidation Preference"); provided, however, that the holders of outstanding shares of Series B-1 Preferred Stock shall not be entitled to receive such liquidation payment until the liquidation payments on all outstanding shares of Senior Securities shall have been paid in full. If the assets of the Corporation are not sufficient to pay in full the liquidation payments payable to the holders of outstanding shares of Series B-1 Preferred or Common Stock, then as the holders case may be. (d) The Company shall give each Holder of all such shares shall share ratably in such distribution of assets in accordance with the full respective preferential amounts that would be payable on such shares of Series B-1 Preferred Stock if all amounts payable thereon were paid in full. (b) For the purposes of this Section 4, "Common Stock Liquidation Amount" means the amount, if any, that each outstanding share of Series B-1 Preferred Stock would be entitled to receive following the payment by the Corporation of any liquidation preferences with respect to the Senior Securities, out of assets legally available for distribution as contemplated by the relevant provisions of the DGCL and applicable law, assuming that the holders of shares of Series B-1 Preferred Stock were entitled to participate with the holders of the Series B Preferred Convertible Stock and written notice of any Liquidation not later than thirty (30) days prior to any meeting of stockholders to approve such Liquidation or, if no meeting is to be held, not later than forty-five (45) days prior to the Common Stock in all other assets date of the Corporation (with each share of Series B-1 Preferred Stock entitled to participate on the same basis as one thousand (1,000) shares of Common Stock)such Liquidation.

Liquidation Preference. (a) In the event of any voluntary or involuntary Upon liquidation, dissolution or and winding up of the affairs of the CorporationCorporation (whether voluntary or involuntary) (a "Liquidation Event"), the holders of shares of Series B-1 Preferred Stock then outstanding Corporation shall be entitled pay to be paid out of the assets of the Corporation available for distribution to its stockholders an amount in cash equal to the greater of (i) the Stated Value and (ii) the Common Stock Liquidation Amount (as defined below) for each share of Series B-1 Preferred Stock outstanding plus all declared but unpaid dividends thereon to the date fixed for liquidation, before any payment shall be made or any assets distributed to the holders of any of the Junior Securities (the " Liquidation Preference"); provided, however, that the holders of outstanding shares of Series B-1 Preferred Stock shall not be entitled to receive such liquidation payment until the liquidation payments on all outstanding shares of Senior Securities shall have been paid in full. If the assets of the Corporation are not sufficient to pay in full the liquidation payments payable to the holders of outstanding shares of Series B-1 Preferred Stock, then the holders of all such shares shall share ratably in such distribution of assets in accordance with the full respective preferential amounts that would be payable on such shares of Series B-1 Preferred Stock if all amounts payable thereon were paid in full. (b) For the purposes of this Section 4, "Common Stock Liquidation Amount" means the amount, if any, that each outstanding share of Series B-1 Preferred Stock would be entitled to receive following the payment by the Corporation of any liquidation preferences with respect to the Senior Securities, out of assets legally available for distribution as contemplated by the relevant provisions of the DGCL and applicable law, assuming that the holders of shares of Series B-1 Preferred Stock were entitled to participate with the holders of the Series J Preferred Stock (unless otherwise provided for in the resolution or resolutions creating such stock) the aggregate Liquidation Value attributable to such shares (each, a "Share") plus any accrued but unpaid dividends thereon. If upon any such Liquidation Event, the Corporation's assets to be distributed among the holders of the Junior Securities, Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock, Series F Preferred Stock, Series G Preferred Stock, Series H Preferred Stock, Series I Preferred Stock and Series J Preferred Stock are insufficient to permit payment to such holders of the aggregate amount of their respective liquidation preference pursuant to the Corporation's Amended and Restated Certificate of Incorporation, as amended from time to time (the "Charter"), as applicable, then the entire assets available to be distributed to the Corporation's stockholders shall be distributed in accordance with the priorities set forth in Article IV, Section 3 of the Charter, with the Series J Preferred Stock ranking pari passu with the Series D, F, G, H and I Preferred Stock and prior to the Series B and C Preferred Stock. Not less than sixty (60) days prior to the payment date of the Liquidation Value, the Corporation shall mail written notice of any such Liquidation Event to each record holder of Series J Preferred Stock, setting forth in reasonable detail the amount of proceeds to be paid with respect to each Share and each share of Common Stock in all other assets connection with such Liquidation Event. A change of control of the Corporation (with each share shall not be deemed a Liquidation Event for purposes of Series B-1 Preferred Stock entitled to participate on the same basis as one thousand (1,000) shares of Common Stock)this Section 3.

Liquidation Preference. (a) In the event of a Liquidity Event, the proceeds from the Liquidity Event (less any voluntary amounts required by applicable Laws to be paid or involuntary liquidation, dissolution or winding up set aside for the payment of creditors of the affairs Company, if applicable) (“Liquidation Proceeds”) shall be paid or distributed in the following order: The holders of the Corporation, the holders of shares of Series B-1 Preferred Stock then outstanding A CCPS shall be entitled to be paid out receive, for each of the assets Series A CCPS and any other class of Securities (not being Securities as set out in Clause 10.1.2) held by them, involved in the Corporation available for Liquidity Event prior and in preference to any payment or distribution to its stockholders any other Shareholder, an amount in cash equal to which is the greater higher of (ia) the Stated Value subscription price paid towards subscription to such Series A CCPS and any other class of Securities (iinot being Securities as set out in Clause 10.1.2) the Common Stock Liquidation Amount as held by each of them (as defined below) for each share of Series B-1 Preferred Stock outstanding plus all declared but unpaid dividends thereon to the date fixed for liquidation, on all such Series A CCPS or any other class of preference shares held by such shareholders) before any payment shall further distributions (if any) are made to any other class of Shareholders; or (b) such amount as would be made or any assets distributed to the relevant holders of any of the Junior Securities Series A CCPS, had such shares been converted into Equity Shares immediately prior to such Liquidation Event (“Series A Preference Amount”). Subject to applicable Laws, the " Liquidation Preference"); provided, however, that the holders of outstanding shares of Series B-1 Preferred Stock Investors shall not be entitled to receive such liquidation payment until the liquidation payments on all outstanding shares in respect of Senior Securities shall have been paid in full. If the assets of the Corporation are not sufficient to pay in full the liquidation payments payable to the holders of outstanding shares of Series B-1 Preferred Stock, then the holders of all such shares shall share ratably in such distribution of assets in accordance with the full respective preferential amounts that would be payable on such shares of Series B-1 Preferred Stock if all amounts payable thereon were paid in full. (b) For the purposes of this Section 4, "Common Stock Liquidation Amount" means the amount, if any, that each outstanding share of Series B-1 Preferred Stock would be entitled to receive following the payment by the Corporation of any liquidation preferences with respect to the Senior their Securities, out of assets legally available for distribution as contemplated by excluding Series A CCPS, and any such Securities referred in Clause 10.1.1, involved in the relevant provisions of the DGCL and applicable lawLiquidity Event, assuming that the holders of shares of Series B-1 Preferred Stock were entitled pari passu to participate with the holders of the Series B Preferred Stock A CCPS, but prior and in preference to any payment or distribution to any other Shareholders, an amount, which shall be the aggregate of the price paid by the relevant Investors, as the case may be, towards acquisition of such Securities, plus any arrears of declared and accrued but unpaid dividends on any such Securities, calculated to the date of such payment (“Equity Preference Amount”). (The Series A Preference Amount and the Common Stock in all other assets Equity Preference Amount shall collectively be referred to as the “Preference Amount”). The Investors shall have the option to forego their entitlement to receive the aforementioned preferential distribution and receive such portion of the Corporation (with Liquidation Proceeds that is proportionate to the Shareholding Percentage represented by each share Series A CCPS or Securities, as the case may be, involved in the Liquidity Event, calculated on a Fully Diluted Basis, in the aggregate number of Series B-1 Preferred Stock entitled to participate the Securities involved in the Liquidity Event, calculated on the same basis as one thousand (1,000) shares of Common Stock)a Fully Diluted Basis.

Liquidation Preference. (a) a. In the event of any liquidation event, either voluntary or involuntary involuntary, the holders of the Series A Preferred shall be entitled to receive, prior and in preference to any distribution of any of the assets or surplus funds of the corporation to the holders of the Common by reason of their ownership thereof, the sum of (i) $1.325 per share for each share of Series A Preferred then held by them and (ii) an amount equal to all declared but unpaid dividends on the Series A Preferred then held by them. If, upon the occurrence of such event, the assets and funds thus distributed among the holders of the Series A Preferred shall be insufficient to permit the payment to such holders of the full aforesaid preferential amounts, then the entire assets and funds of the corporation legally available for distribution shall be distributed ratably among the holders of the Series A Preferred in proportion to the preferential amount each such holder would have been entitled to receive pursuant to this Section 3 if such distribution had been sufficient to permit the full payment of such preferential amount. b. After payment has been made to the holders of the Series A Preferred of the full amounts to which they shall be entitled pursuant to Section 3.a. above, the holders of the Common and Series A Preferred shall be entitled to receive the remaining assets of the corporation in proportion to the shares of Common Stock then held by them and the shares of Common Stock which they have the right to acquire upon conversion of Series A Preferred until such time as the distributions made to the holders of the Series A Preferred (taken together with all payments made pursuant to Section 3.a. above) equal $3.975 per share for each share of Series A Preferred then held by them. If, upon the occurrence of such event, the assets and funds thus distributed among the holders of the Series A Preferred shall be insufficient to permit the payment to such holders of the full aforesaid preferential amounts, then the entire remaining assets and funds of the corporation legally available for distribution after payment has been made to the holders of the Series A Preferred of the full amounts to which they shall be entitled pursuant to Section 3.a. above shall be distributed ratably among the holders of the Common and Series A Preferred in proportion to the preferential amount each such holder would have been entitled to receive pursuant to this Section 3 if such distribution had been sufficient to permit the full payment of the preferential amounts to the holders of the Series A Preferred. c. After payment has been made to the holders of the Series A Preferred of the full amounts to which they shall be entitled pursuant to Sections 3.a. and 3.b. above, the holders of the Common shall be entitled to receive all remaining assets of the corporation in proportion to the shares of Common Stock then held by them. d. For purposes of this Section 3, a liquidation, dissolution or winding up of the affairs corporation shall be deemed to be occasioned by, or to include, the corporation's sale of all or substantially all of its assets or the acquisition of this corporation by another entity by means of merger or consolidation resulting in the exchange of the Corporationoutstanding shares of this corporation for securities or consideration issued, or caused to be issued, by the acquiring corporation or its subsidiary in which the shareholders of the corporation are holders of shares less than 50% of Series B-1 Preferred Stock then outstanding shall be entitled to be paid out voting power of the assets of the Corporation available for distribution to its stockholders an amount in cash equal to the greater of (i) the Stated Value and (ii) the Common Stock Liquidation Amount (as defined below) for each share of Series B-1 Preferred Stock outstanding plus all declared but unpaid dividends thereon to the date fixed for liquidation, before any payment shall be made or any assets distributed to the holders surviving corporation. e. Each holder of any of the Junior Securities (the " Liquidation Preference"); provided, however, that the holders of outstanding shares of Series B-1 A Preferred Stock shall not be entitled deemed to receive such liquidation payment until the liquidation payments on all outstanding shares have consented, for purposes of Senior Securities shall have been paid in full. If the assets Sections 502, 503 and 506 of the Corporation are not sufficient California Corporations Code, to pay distributions made by the corporation in full the liquidation payments payable to the holders of outstanding shares of Series B-1 Preferred Stock, then the holders of all such shares shall share ratably in such distribution of assets in accordance connection with the full respective preferential amounts that would be payable on such shares of Series B-1 Preferred Stock if all amounts payable thereon were paid in full. (b) For the purposes of this Section 4, "Common Stock Liquidation Amount" means the amount, if any, that each outstanding share of Series B-1 Preferred Stock would be entitled to receive following the payment by the Corporation of any liquidation preferences with respect to the Senior Securities, out of assets legally available for distribution as contemplated by the relevant provisions of the DGCL and applicable law, assuming that the holders repurchase of shares of Series B-1 Preferred Stock were entitled Common issued to participate with or held by employees, directors or consultants of or to the holders corporation or any of its subsidiaries upon termination of their employment or services pursuant to agreements providing for the Series B Preferred Stock right of such repurchase between the corporation and the Common Stock in all other assets of the Corporation (with each share of Series B-1 Preferred Stock entitled to participate on the same basis as one thousand (1,000) shares of Common Stock)such persons.

Liquidation Preference. Upon occurrence of a Liquidation Event, the proceeds of such Liquidation Event available for distribution shall be distributed as follows (the Liquidation Preference Rights): (a) In The holders of Preferred B Shares shall be entitled to receive, out of the proceeds or assets of the Company available for distribution and in preference to the holders of Preferred A Shares and Common Shares, an amount equal to (a) one (1) times the Preferred B-1 Purchase Price for each Preferred B-1 Share held by such holders and (b) two (2) times the Preferred B-2 Purchase Price for each Preferred B-2 Share held by such holders, if any, in each case to the extent already paid by such New Investor to the Company, plus for all Preferred B Shares then outstanding, all declared but unpaid Preferred Dividends at the date of the Liquidation Event, if any (in total the Liquidation Preference Amount). The Liquidation Preference Amount shall not be abrogated or diminished in the event of any voluntary or involuntary liquidation, dissolution or winding up a part of the affairs proceeds of a Liquidation Event is subject to escrow, earn out or similar features in connection with a Liquidation Event. The holders of Preferred B Shares shall be entitled to receive the greater amount such holders would receive either as holders of Preferred B Shares or had they converted their Shares into Common Shares, after taking into account the effect of escrows, earn outs and other similar features; (b) If there are insufficient proceeds available for distribution to pay the Liquidation Preference Amount in full to all holders of Preferred B Shares, the total proceeds, if any, available for distribution shall be paid to the holders of Preferred B Shares on a pro rata basis based on the portion of the Corporationfull Liquidation Preference Amount to which each such holder would otherwise be entitled, and the Preferred B Shares shall in any event have preference over the Preferred A Shares and the Common Shares with respect to any distributions made upon the occurrence of a Liquidation Event. (c) After such payment of the Liquidation Preference Amount has been made pursuant to section 4.4.2(a) above, and therefore in addition to the Liquidation Preference Amount, the remaining proceeds or assets of the Company legally available for distribution, if any, shall be distributed ratably to the holders of Preferred B Shares, the holders of shares of Series B-1 Preferred Stock then outstanding shall be entitled to be paid out of the assets of the Corporation available for distribution to its stockholders an amount in cash equal to the greater of (i) the Stated Value A Shares and (ii) the Common Stock Liquidation Amount (as defined below) for each share of Series B-1 Preferred Stock outstanding plus all declared but unpaid dividends thereon to the date fixed for liquidation, before any payment shall be made or any assets distributed to the holders of any of Common Shares, on the Junior Securities (the " Liquidation Preference"); provided, however, that the holders of outstanding shares of Series B-1 Preferred Stock shall not be entitled to receive such liquidation payment until the liquidation payments on basis as if all outstanding shares of Senior Securities shall Shares have been paid in full. If the assets of the Corporation are not sufficient to pay in full the liquidation payments payable to the holders of outstanding shares of Series B-1 Preferred Stock, then the holders of all such shares shall share ratably in such distribution of assets in accordance with the full respective preferential amounts that would be payable on such shares of Series B-1 Preferred Stock if all amounts payable thereon were paid in full. (b) For the purposes of this Section 4, "Common Stock Liquidation Amount" means the amount, if any, that each outstanding share of Series B-1 Preferred Stock would be entitled to receive following the payment by the Corporation of any liquidation preferences with respect to the Senior Securities, out of assets legally available for distribution as contemplated by the relevant provisions of the DGCL and applicable law, assuming that the holders of shares of Series B-1 Preferred Stock were entitled to participate with the holders of the Series B Preferred Stock and the Common Stock in all other assets of the Corporation (with each share of Series B-1 Preferred Stock entitled to participate on the same basis as one thousand (1,000) shares of Common Stock).converted into

Liquidation Preference. (a) In The initial liquidation preference for the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation, the holders of shares of Series B-1 B Preferred Stock then outstanding shall be entitled to be paid out $100.00 per share, which amount shall accrete, (x) from the Original Issue Date until the tenth anniversary of the assets Original Issue Date, at an annual rate of 6.5%, compounded quarterly, and (y) from and after the tenth anniversary of the Corporation available for distribution to its stockholders Original Issue Date, at an annual rate of 12.0%, compounded quarterly, in each case, computed on the basis of a 360 day year of twelve 30 day months (such accreted amount in cash equal to being the greater of (i) the Stated "LIQUIDATION VALUE"). The Liquidation Value and (ii) the Common Stock Liquidation Amount (as defined below) for each share of Series B-1 Preferred Stock outstanding plus all declared but unpaid dividends thereon to the date fixed for liquidation, before any payment shall be made or any assets distributed to calculated on each Dividend Payment Date and the holders accretion for the Dividend Period ending on the applicable Dividend Payment Date shall be reduced by the amount of any of the Junior Securities (the " Liquidation Preference"cash dividend paid on such Dividend Payment Date pursuant to Sections 3(a)(ii), 3(a)(iii) or 3(a)(iv); provided, however, that in the holders event of outstanding shares a Change in Control within five years after the Original Issue Date, (A) the Liquidation Value upon such Change in Control shall be increased by the difference between (i) the Accelerated Amount (as defined below) minus (ii) the Accelerated Cash Payment (as defined below) (to the extent paid pursuant to the following proviso) and (B) only the portion of Series B-1 Preferred Stock such increased Liquidation Value equal to the Non-Accelerated Amount (as defined below) shall not be entitled to receive accrete (in the manner set forth in Section 4(a)(x)) upon such liquidation payment Change in Control until the liquidation payments on fifth anniversary of the Original Issue Date, upon which anniversary and thereafter all outstanding shares of Senior Securities the Liquidation Value then in effect (as increased pursuant to Section 4(a)(A) and accreted pursuant to Section 4(a)(B)) shall accrete (in the manner set forth in Sections 4(a)(x) and 4(a)(y)); provided, further, however, that in the circumstances described below, the Corporation shall have been paid in full. If the assets of the Corporation are not sufficient option to pay in full the liquidation payments payable to Accelerated Cash Payment. The "ACCELERATED CASH PAYMENT" shall mean the holders product of outstanding shares of Series B-1 Preferred Stock, then the holders of all such shares shall share ratably in such distribution of assets in accordance with the full respective preferential amounts that would be payable on such shares of Series B-1 Preferred Stock if all amounts payable thereon were paid in full. (bx) For the purposes of this Section 4, "Common Stock Liquidation Amount" means the amount, if any, that each outstanding share of Series B-1 Preferred Stock would be entitled to receive following the payment by the Corporation of any liquidation preferences with respect to the Senior Securities, out of assets legally available for distribution EP (as contemplated by the relevant provisions of the DGCL defined below) and applicable law, assuming that the holders of shares of Series B-1 Preferred Stock were entitled to participate with the holders of the Series B Preferred Stock and the Common Stock in all other assets of the Corporation (with each share of Series B-1 Preferred Stock entitled to participate on the same basis as one thousand (1,000) shares of Common Stocky).

Liquidation Preference. (a) In the event of Upon any voluntary or involuntary liquidation, dissolution or winding up of the affairs Company, whether voluntary or involuntary, with respect to which the Total Company Valuation (as defined below) is less than $26,000,000, before any distribution or payment is made to the holders of Common Stock, but after the payment of the Corporationfull liquidation preference of (i) the Series J Preferred and (ii) any Senior Preferred (as defined below), in each case, as set forth in the Certificate of Incorporation, the holders of shares of Series B-1 K Preferred Stock then outstanding shall will be entitled to be paid out of the assets of the Corporation available for distribution to its stockholders an amount in cash equal to the greater of (i) the Stated Value and (ii) the Common Stock Liquidation Amount (as defined below) Company, for each share of Series B-1 K Preferred Stock outstanding plus all declared but unpaid dividends thereon held by them, an amount per share of Series K Preferred Stock equal to the date fixed Series K Original Issue Price (as defined below and as adjusted for liquidationany stock dividends, before any combinations, splits, recapitalizations and the like with respect to the Series K Preferred). Such payment shall be made or any assets distributed to on a pari passu basis with the holders of the other Series Preferred (and any other ---------- series of Preferred Stock designated by the Board of Directors as sharing with the Series Preferred an a pari passu basis in the event of a liquidation). Upon payment in full of the Junior Securities liquidation preference specified in this Section 4(a), each share of the Series K Preferred Stock shall, automatically and without further action, be converted into Common Stock at the then effective Conversion Rate (as defined in Section 5(a)), and the " Liquidation PreferenceCommon Stock issuable upon such conversion shall participate in the proceeds of the liquidation of the Company as provided in Section 4(c). Any series of Preferred Stock which is designated as senior to the Series K Preferred Stock with respect to liquidation preferences and the creation or authorization of which was consented to in accordance with clause 3(b) and, if applicable, clause 3(c)(i) is referred to herein as "); providedSenior Preferred." (b) If the assets to be distributed among the holders of the Series K Preferred Stock, howeverthe other Series Preferred (and any other series of Preferred Stock designated by the Board of Directors as sharing with the Series Preferred on a pari passu basis in the event of a liquidation) are insufficient to permit payment in full to such holders of the amounts distributable pursuant to the Certificate of Incorporation, that the then such assets will be distributed ratably among such holders of outstanding shares of Series B-1 K Preferred Stock, shares of other Series Preferred, and any other series of Preferred Stock shall designated by the Board of Directors as sharing with the Series Preferred on a pari passu basis in the event of a liquidation. (c) After the payment of the full liquidation preference of the Series K Preferred Stock and the other Series Preferred, and any liquidation preference of the Series J Preferred pursuant to Section 4.3(d)(1) of the Company's Certificate of Incorporation, the remaining assets of the Company legally available for distribution, if any, will be distributed ratably to the holders of the Common Stock and Series J Preferred on an as-if-converted to Common Stock basis. (d) The following definitions will apply under this Section 4: (i) a "liquidation" of the Company will include (without limitation): (A) any consolidation or merger of the Company with or into any other corporation or other entity or person, or any other corporate reorganization, in which the stockholders of the Company immediately prior to such consolidation, merger or reorganization own 50% or less of the Company's voting power immediately after such consolidation, merger or reorganization, or any transaction or series of related transactions to which the Company is a party in which 50% or more of the Company's voting power is transferred unless within ten days after receipt of notice that the event will occur, holders of a majority of the outstanding Series Preferred (including the Series K Preferred Stock), voting together as a single class on an as-if-converted to Common Stock basis, and holders of a majority of the outstanding Series J Preferred elect in writing not be entitled to receive treat such event as a liquidation payment until of the liquidation payments on Company (an "Acquisition"); or (B) a sale, lease or other disposition of all outstanding shares or substantially all of Senior Securities shall have been paid in full. If the assets of the Corporation are not sufficient to pay in full the liquidation payments payable to the holders of outstanding shares of Series B-1 Preferred Stock, then the holders of all such shares shall share ratably in such distribution of assets in accordance with the full respective preferential amounts that would be payable on such shares of Series B-1 Preferred Stock if all amounts payable thereon were paid in full. Company (b) For the purposes of this Section 4, an "Common Stock Liquidation Amount" means the amount, if any, that each outstanding share of Series B-1 Preferred Stock would be entitled to receive following the payment by the Corporation of any liquidation preferences with respect to the Senior Securities, out of assets legally available for distribution as contemplated by the relevant provisions of the DGCL and applicable law, assuming that the holders of shares of Series B-1 Preferred Stock were entitled to participate with the holders of the Series B Preferred Stock and the Common Stock in all other assets of the Corporation (with each share of Series B-1 Preferred Stock entitled to participate on the same basis as one thousand (1,000) shares of Common StockAsset Transfer").

Liquidation Preference. (a) In the event of Upon any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation, the holders of shares of Series B-1 Preferred Stock then outstanding shall be entitled to be paid out of the assets of the Corporation available for following any distribution to its stockholders an amount in cash equal to the greater of (i) the Stated Value and (ii) the Common Stock Liquidation Amount (as defined below) for each share of Series B-1 Preferred Stock outstanding plus all declared but unpaid dividends thereon to the date fixed for liquidation, before any or payment shall be made or any assets distributed to the holders of any of the Junior Securities (the " Liquidation Preference"); provided, however, that the holders of outstanding shares of Series B-1 Preferred Stock shall not be entitled to receive such liquidation payment until the liquidation payments on all outstanding shares of Senior Securities shall have been paid in full. If the assets of the Corporation are not sufficient to pay in full the liquidation payments payable to the holders of outstanding shares of Series B-1 Preferred Stock, then the holders of all such shares shall share ratably in such distribution of assets in accordance with the full respective preferential amounts that would be payable on such shares of Series B-1 Preferred Stock if all amounts payable thereon were paid in full. (b) For the purposes of this Section 4, "Common Stock Liquidation Amount" means the amount, if any, that each outstanding share of Series B-1 Preferred Stock would be entitled to receive following the payment by the Corporation of any liquidation preferences with respect to the Senior Securities, out of assets legally available for distribution as contemplated by Series A Preferred Stock required to be made pursuant to the relevant provisions of the DGCL charter of the Corporation as in existence on the Initial Issue Date (or as amended in compliance with the provisions of Section 6 hereof) and applicable lawany other Senior Stock properly authorized and issued in compliance with the provisions of Section 6 hereof, assuming that the but prior to and in preference to any distribution or payment being made to holders of shares any Junior Stock or any other securities of Series B-1 Preferred Stock were entitled to participate the Corporation that are not authorized and issued in compliance with the provisions of Section 6 hereof, the holders of the Series B Preferred Stock and shall be entitled to receive, out of the Common Stock in all other assets of the Corporation (with legally available for distribution to its stockholders, on account of each share of their Series B-1 B Preferred Stock, a distribution in cash in the amount of (i) the Liquidation Preference plus (ii) an amount equal to all dividends accumulated and unpaid thereon to the date of payment plus (iii) the Redemption Dividend (as defined below) then in effect. (b) In the event that, upon any such voluntary or involuntary liquidation, dissolution or winding up, the legally available assets of the Corporation are insufficient to pay all amounts required to be paid to the holders of the Series B Preferred Stock entitled pursuant to participate on Section 4(a) above, then the same basis as one thousand holders of the Series B Preferred Stock shall share ratably in any such distribution of assets to be made to them in proportion to the full liquidating distributions to which they would otherwise be entitled. (1,000c) shares After payment of Common the full amount of liquidating distributions to which they are entitled, the holders of the Series B Preferred Stock will have no right or claim to any of the remaining assets of the Corporation. (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 not less than 15 nor more than 60 days prior to the payment date stated therein, to each record holder of the Series B Preferred Stock).

Liquidation Preference. (a) In the event of Upon any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the CorporationCorporation (each a “Liquidation Event”), the holders of shares of Series B-1 B Preferred Stock then outstanding shall be are entitled to be paid out of the assets of the Corporation legally available for distribution to its stockholders an amount in cash stockholders, after payment or provision of the debts and other liabilities of the Corporation and after any payment due to the holders of shares of the Series A Preferred Stock and any class or series of capital stock of the Corporation ranking senior to the Series B Preferred Stock as to dividends, a liquidation preference equal to the greater sum of the following (collectively, the “Liquidation Preference”): (i) the Stated Value and $1,000.00 per share, (ii) all accrued and unpaid dividends thereon through and including the Common Stock date of payment, and (iii) if the Liquidation Amount Event occurs before the Redemption Premium (as defined below) for each right expires, the per share of Series B-1 Preferred Stock outstanding plus all declared but unpaid dividends thereon to Redemption Premium in effect on the date fixed for liquidationof payment of the Liquidation Preference, before any distribution of assets is made to holders of any Junior Securities. In the event that the Corporation elects to set aside the Liquidation Preference for payment, the Series B Preferred Shares shall remain outstanding until the holders thereof are paid the full Liquidation Preference, which payment shall be made or any assets distributed no later than immediately prior to the holders of any Corporation making its final liquidating distribution on the Common Shares. In the event that the Redemption Premium in effect on the payment date is less than the Redemption Premium on the date that the Liquidation Preference was set apart for payment, the Corporation may make a corresponding reduction to the funds set apart for payment of the Junior Securities (the " Liquidation Preference"); provided. (b) If, howeverupon any such Liquidation Event, that the holders available assets of outstanding shares the Corporation are insufficient to pay the full amount of Series B-1 Preferred Stock shall not be entitled to receive such liquidation payment until the liquidation payments Liquidation Preference on all outstanding shares of Senior Securities shall have been paid in full. If the assets of the Corporation are not sufficient to pay in full the liquidation payments payable to the holders of outstanding shares of Series B-1 B Preferred Stock, then the holders of all such shares shall share ratably in such distribution of assets in accordance with the full respective preferential amounts that would be payable on such shares of Series B-1 Preferred Stock if all amounts payable thereon were paid in full. (b) For the purposes of this Section 4, "Common Stock Liquidation Amount" means the amount, if any, that each outstanding share of Series B-1 Preferred Stock would be entitled to receive following the payment by the Corporation of any liquidation preferences with respect to the Senior Securities, out of assets legally available for distribution as contemplated by the relevant provisions of the DGCL and applicable law, assuming that the holders of shares of Series B-1 Preferred Stock were entitled to participate with the holders of the Series B Preferred Stock and shall share ratably in any such distribution of assets in proportion to the Common full Liquidation Preference to which they would otherwise be respectively entitled. (c) After payment of the full amount of the Liquidation Preference to which they are entitled, the holders of Series B Preferred Stock in all other will have no right or claim to any of the remaining assets of the Corporation. (d) Upon the Corporation’s provision of written notice as to the effective date of any such Liquidation Event, accompanied by a check in the amount of the full Liquidation Preference to which each record holder of the Series B Preferred Stock is entitled, the Series B Preferred Stock shall no longer be deemed outstanding shares of the Corporation and all rights of the holders of such shares will terminate. Such notice shall be given by first class mail, postage pre‑paid, to each record holder of the Series B Preferred Stock at the respective mailing addresses of such holders as the same shall appear on the share transfer records of the Corporation. (e) The consolidation or merger of the Corporation with each share or into any other business enterprise or of any other business enterprise with or into the Corporation, or the sale, lease or conveyance of all or substantially all of the assets or business of the Corporation, shall not be deemed to constitute a Liquidation Event; provided, however, that any such transaction which results in an amendment, restatement or replacement of the charter that has a material adverse effect on the rights and preferences of the Series B Preferred Stock, or that increases the number of authorized or issued shares of Series B-1 B Preferred Stock, shall be deemed a Liquidation Event for purposes of determining whether the Liquidation Preference is payable unless the right to receive payment is waived by holders of a majority of the outstanding shares of Series B Preferred Stock entitled to participate on the same basis voting as one thousand (1,000) shares of Common Stock)a separate class.

Liquidation Preference. (a) In Upon any voluntary or involuntary liquidation, dissolution or winding up of the event Corporation, each Series 6 Preferred Share entitles the holder thereof to receive and to be paid out of the assets of the Corporation available for distribution, before any distribution or payment may be made to a holder of any Class A Shares, any Class B Shares of the Corporation (the “Class B Shares”), any Class C Shares of the Corporation (“Class C Shares”) or any other shares ranking junior as to capital to the Series 6 Preferred Shares, an amount per Series 6 Preferred Share equal to the greater of (i) the Base Liquidation Preference (as defined below), as increased by the Accretion Rate (as defined below) from the most recent Quarterly Compounding Date to the date of such liquidation, dissolution or winding up (without duplication of changes to the Base Liquidation Preference as provided for in SECTION 3(b)) plus any accrued but unpaid Dividends with respect thereto, and (ii) an amount equal to the amount the holders of the Series 6 Preferred Shares would have received per Series 6 Preferred Share upon liquidation, dissolution or winding up of the Corporation had such holders converted their Series 6 Preferred Shares into Class A Shares immediately prior thereto, without giving effect to the limitations set forth in SECTION 6(b) and disregarding any rounding for fractional amounts (the greater of the amount in clause (i) and clause (ii), the “Liquidation Preference”). Notwithstanding the foregoing or anything in this Designation to the contrary, immediately prior to and conditioned upon the consummation of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation, if the holders of shares of Series B-1 Preferred Stock then outstanding shall be entitled to be paid out of the assets of the Corporation available for distribution to its stockholders an amount set forth in cash equal to the greater of clause (i) above is greater than the Stated Value and amount set forth in clause (ii) above, any holder of outstanding Series 6 Preferred Shares shall have the Common Stock Liquidation Amount right to convert its Series 6 Preferred Shares into Class A Shares by substituting the Fair Market Value of a Class A Share for the then-applicable Conversion Price (as defined below) for each share of Series B-1 Preferred Stock outstanding plus all declared but unpaid dividends thereon and without giving effect to the date fixed limitations set forth in SECTION 6(b) and disregarding any rounding for liquidation, before any payment shall be made or any assets distributed to the holders of any of the Junior Securities (the " Liquidation Preference"); provided, however, that the holders of outstanding shares of Series B-1 Preferred Stock shall not be entitled to receive such liquidation payment until the liquidation payments on all outstanding shares of Senior Securities shall have been paid in full. If the assets of the Corporation are not sufficient to pay in full the liquidation payments payable to the holders of outstanding shares of Series B-1 Preferred Stock, then the holders of all such shares shall share ratably in such distribution of assets in accordance with the full respective preferential amounts that would be payable on such shares of Series B-1 Preferred Stock if all amounts payable thereon were paid in full. (b) For the purposes of this Section 4, "Common Stock Liquidation Amount" means the amount, if any, that each outstanding share of Series B-1 Preferred Stock would be entitled to receive following the payment by the Corporation of any liquidation preferences with respect to the Senior Securities, out of assets legally available for distribution as contemplated by the relevant provisions of the DGCL and applicable law, assuming that the holders of shares of Series B-1 Preferred Stock were entitled to participate with the holders of the Series B Preferred Stock and the Common Stock in all other assets of the Corporation (with each share of Series B-1 Preferred Stock entitled to participate on the same basis as one thousand (1,000) shares of Common Stock)fractional amounts.

Liquidation Preference. (a) In the event of any voluntary or involuntary liquidation, dissolution or winding winding-up of the affairs of the Corporation, the holders of shares of Series B-1 Preferred Stock then outstanding shall be entitled to be paid out whether voluntary or involuntary, after any payment or distribution of the assets of the Corporation available (whether capital or surplus) shall be made to or set apart for the holders of Senior Securities, and before any payment or distribution of the assets of the Corporation (whether capital or surplus) shall be made to its stockholders or set apart for the holders of Junior Securities, the holders of the shares of Series C Preferred Stock and Series D Preferred Stock taken together shall be entitled to receive an amount in cash equal to the greater of (ix) the Stated Value and (ii) the Common Stock aggregate Liquidation Amount Preferences (as defined belowset forth herein and in the Series C Designation) for each share of Series B-1 Preferred Stock outstanding plus all declared but unpaid dividends thereon to the date fixed for liquidation, before any payment shall be made or any assets distributed to the holders of any of the Junior Securities (the " Liquidation Preference"); provided, however, that the holders of outstanding shares of Series B-1 C Preferred Stock shall not be entitled and Series D Preferred Stock as of the date of liquidation, or (y) the aggregate amount that would have been received with respect to receive such liquidation payment until the liquidation payments on all outstanding shares of Senior Securities shall have Series C Preferred Stock and Series D Preferred Stock if such stock had been paid in fullconverted to Common Stock immediately prior to such liquidation, dissolution or winding-up. If If, upon any liquidation, dissolution or winding-up of the Corporation, the assets of the Corporation are not sufficient Corporation, or proceeds thereof, shall be insufficient to pay in full the liquidation aforesaid amounts under clause (x) of the preceding sentence and liquidating payments payable to on all Parity Securities, then such assets, or proceeds thereof, shall (i) be distributed among the holders of outstanding shares of Series B-1 C Preferred Stock, then Stock and the holders of Series D Preferred Stock taken together and all such shares shall share other Parity Securities ratably in such distribution of assets in accordance with the full respective preferential amounts that would be payable on such shares of Series B-1 Preferred Stock and any such other Parity Securities if all amounts payable thereon were paid in fullfull and (ii) the amount distributable under clause (i) to the Series C Preferred Stock and Series D Preferred Stock taken together, shall first be distributed to the Series C Preferred Stock until it has received an amount equal to the aggregate Preference Amounts (as defined in the Series C Designation) of all Series C Preferred Stock outstanding as of the date of liquidation and thereafter 37.5% to the Series C Preferred Stock and 62.5% to the Series D Preferred Stock. If, upon any liquidation, dissolution or winding-up of the Corporation, the assets of the Corporation, or proceeds thereof, distributable to the Series C Preferred Stock and Series D Preferred Stock taken together shall be sufficient to pay in full the aforesaid amounts under clause (bx) of the first sentence of this subsection 5(a) then such amount shall first be distributed to the Series C Preferred Stock until it has received an amount equal to the aggregate Preference Amounts (as defined in the Series C Designation) of all Series C Preferred Stock outstanding as of the date of liquidation and thereafter 37.5% to the Series C Preferred Stock and 62.5% to the Series D Preferred Stock. Any amounts distributed with respect to the Series D Preferred Stock pursuant to this paragraph 5(a) shall be allocated pro rata among the shares of Series D Preferred Stock. For the purposes of this Section 4paragraph 5, "Common Stock Liquidation Amount" means neither the amountsale, if anyconveyance, that each outstanding share exchange or transfer (for cash, shares of Series B-1 Preferred Stock would be entitled to receive following stock, securities or other consideration) of all or substantially all of the payment by property or assets of the Corporation nor the consolidation or merger of any liquidation preferences the Corporation with respect or into one or more other entities shall be deemed to be a liquidation, dissolution or winding-up of the Corporation. (b) Subject to the Senior Securities, out rights of assets legally available for distribution as contemplated by the relevant provisions of the DGCL and applicable law, assuming that the holders of shares of Series B-1 Preferred Stock were entitled any Parity Securities, after payment shall have been made in full to participate with the holders of the Series B C Preferred Stock and the Common Series D Preferred Stock taken together, as provided in this paragraph 5, any other series or class or classes of Junior Securities shall, subject to the respective terms and provisions (if any) applying thereto, be entitled to receive any and all other assets remaining to be paid or distributed, and the holders of the Corporation (with each share of Series B-1 D Preferred Stock, Series C Preferred Stock and any Parity Securities shall not be entitled to participate on the same basis as one thousand (1,000) shares of Common Stock)share therein.

Liquidation Preference. (a) In the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs Company, either voluntary or involuntary, subject to the rights of the Corporationclasses of Preferred Stock that may from time to time come into existence in compliance with Section 7, the holders of Series A Preferred Stock shall (unless such shares of Series B-1 A Preferred Stock then outstanding shall are converted into shares of Common Stock pursuant to Section 5 hereof) be entitled to be paid out receive, prior and in preference to any distribution of any of the assets of the Corporation available for distribution Company to its stockholders the holders of Common Stock by reason of their ownership thereof, an amount in cash per share equal to the greater sum of (i) the Stated Value and (ii) the Common Stock Liquidation Amount (as defined below) $100.00 for each share of Series B-1 Preferred Stock outstanding plus all declared but unpaid dividends thereon to the date fixed for liquidation, before any payment shall be made or any assets distributed to the holders of any of the Junior Securities (the " Liquidation Preference"); provided, however, that the holders of outstanding shares of Series B-1 Preferred Stock shall not be entitled to receive such liquidation payment until the liquidation payments on all outstanding shares of Senior Securities shall have been paid in full. If the assets of the Corporation are not sufficient to pay in full the liquidation payments payable to the holders of outstanding shares of Series B-1 Preferred Stock, then the holders of all such shares shall share ratably in such distribution of assets in accordance with the full respective preferential amounts that would be payable on such shares of Series B-1 Preferred Stock if all amounts payable thereon were paid in full. (b) For the purposes of this Section 4, "Common Stock Liquidation Amount" means the amount, if any, that each outstanding share of Series B-1 A Preferred Stock would be entitled to receive following (the payment by the Corporation of "Original Series A Issue Price") (as adjusted for any liquidation preferences stock dividends, combinations or splits with respect to such shares) and (ii) an amount equal to accrued but unpaid dividends on each such share to the Senior Securitiesdate of dissolution, out liquidation or winding up (collectively, the "Liquidation Preference"). If upon the occurrence of such event, the assets legally available for distribution as contemplated by the relevant provisions of the DGCL and applicable law, assuming that the holders of shares of Series B-1 Preferred Stock were entitled to participate with funds thus distributed among the holders of the Series B A Preferred Stock shall be insufficient to permit the payment to such holders of the full aforesaid preferential amounts, then, subject to the rights of classes of Preferred Stock that may from time to time come into existence in compliance with Section 7, the entire assets and funds of the Company legally available for distribution shall be distributed ratably among the holders of the Series A Preferred Stock in proportion to the amount of such stock owned by each such holder. (b) Upon the completion of the distribution required by subsection (a) of this Section 3 and any other distribution that may be required with respect to classes of Preferred Stock that may from time to time come into existence in compliance with Section 7, if assets remain in the Company, the holders of the Common Stock in of the Company shall receive all other of the remaining assets of the Corporation Company. 83 (with each share c)(i) For purposes of this Section 3, a liquidation, dissolution or winding up of the Company shall be deemed to be occasioned by, or to include (A) the acquisition of a majority of the beneficial voting control of the Company by another entity by means of any transaction or series of related transactions (including, without limitation, any reorganization, merger or consolidation) unless, in the case of any acquisition of the Company to which the Company is not a party, the holders of a majority of the outstanding shares of Series B-1 A Preferred Stock entitled determines otherwise within 15 days of receiving notice of such event or (B) a sale of all or substantially all of the assets of the Company; unless the Company's shareholders of record as constituted immediately prior to participate on such acquisition or sale will, immediately after such acquisition or sale (by virtue of securities issued as consideration for the same basis as one thousand (1,000Company's acquisition or sale or otherwise) shares hold at least 50% of Common Stock)the voting power of the surviving or acquiring entity.

Liquidation Preference. (a) In the event of Upon any voluntary or involuntary liquidation, dissolution or winding up of the affairs Corporation, before any payment or distribution shall be made to or set apart for the holders of the Corporationany Junior Stock, the holders of shares of Series B-1 A Preferred Stock then outstanding shall be entitled to be paid out of the assets of the Corporation available for distribution to its stockholders an amount receive a liquidation preference payable in cash equal to the greater of (i) $10.00 per share (the Stated Value and “Liquidation Preference”) or (ii) the Common Stock Liquidation Amount (as defined below) for each per share amount that a holder of one share of Series B-1 A Preferred Stock outstanding would have received had the share been converted into Common Stock immediately prior to the Liquidation Date, plus in each case an amount equal to all declared but accumulated, accrued and unpaid dividends thereon (whether or not the Corporation has earnings and whether or not authorized by the Board or declared by the Corporation) to the date fixed for liquidationLiquidation Date, before any payment shall be made or any assets distributed to the and such holders of any of the Junior Securities (the " Liquidation Preference"); provided, however, that the holders of outstanding shares of Series B-1 Preferred Stock shall not be entitled to receive such liquidation payment until the liquidation payments on all outstanding shares of Senior Securities shall have been paid in fullany further payment. If the assets upon any liquidation, dissolution or winding up of the Corporation are not sufficient Corporation, cash distributable among the holders of Series A Preferred Stock shall be insufficient to pay in full the above described liquidation payments payable to preference, then the Corporation’ remaining assets, or the proceeds thereof, shall be distributed among the holders of outstanding shares of Series B-1 A Preferred Stock, then the holders of all such shares shall share Stock ratably in such distribution of assets in accordance with the full same proportion as the respective preferential amounts that would be payable on such shares of Series B-1 A Preferred Stock if all amounts payable thereon were paid in full. . (b) For Upon any liquidation, dissolution or winding up of the purposes of this Section 4Corporation, "Common Stock Liquidation Amount" means after (and only after) payment shall have been made in full to the amount, if any, that each outstanding share holders of Series B-1 A Preferred Stock would of the amount described in subsection 4(a), any other series or class or classes of Junior Stock shall be entitled to receive following the payment by the Corporation of any liquidation preferences with respect and all assets remaining to the Senior Securitiesbe paid or distributed, out of assets legally available for distribution as contemplated by the relevant provisions of the DGCL and applicable law, assuming that the holders of shares of Series B-1 Preferred Stock were entitled to participate with the holders of the Series B A Preferred Stock shall not be entitled to share therein. (c) Written notice of any such liquidation, dissolution or winding up of the Corporation, stating the payment date or dates when, and the Common 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 or more than 60 days prior to the payment date stated therein, to each record holder of Series A Preferred Stock in all other assets at the respective addresses of such holders as the same shall appear on the stock transfer records of the Corporation. (d) None of a Change of Control, consolidation or merger of the Corporation with or into another entity, a merger of another entity with or into the Corporation, a statutory stock exchange by the Corporation or a sale, lease or conveyance of all or substantially all of the Corporation’s property or business shall be considered a liquidation, dissolution or winding up of the Corporation. (with each share e) The liquidation preference of the outstanding shares of Series B-1 A Preferred Stock entitled will not be added to participate on the same basis as one thousand (1,000) shares liabilities of Common the Corporation for the purpose of determining whether under the Maryland General Corporation Law a distribution may be made to stockholders of the Corporation whose preferential rights upon dissolution of the Corporation are junior to those of holders of Series A Preferred Stock).

Liquidation Preference. (a) a. In the event of any liquidation event, either voluntary or involuntary involuntary, the holders of the Preferred Stock shall be entitled to receive pro rata, prior and in preference to any distribution of any of the assets or surplus funds of the corporation to the holders of the Common by reason of their ownership thereof, with respect to the Series B Preferred, the sum of (i) $4.00 per share for each share of Series B Preferred then held by them and (ii) an amount equal to all declared but unpaid dividends on the Series B Preferred then held by them, and, with respect to the Series A Preferred, the sum of (i) $1.325 per share for each share of Series A Preferred then held by them and (ii) an amount equal to all declared but unpaid dividends on the Series A Preferred then held by them. If, upon the occurrence of such event, the assets and funds thus distributed among the holders of the Preferred Stock shall be insufficient to permit the payment to such holders of the full aforesaid preferential amounts, then the entire assets and funds of the corporation legally available for distribution shall be distributed ratably among the holders of the Preferred Stock in proportion to the preferential amount each such holder would have been entitled to receive pursuant to this Section 3 if such distribution had been sufficient to permit the full payment of such preferential amount. b. After payment has been made to the holders of the Preferred Stock of the full amounts to which they shall be entitled pursuant to Section 3.a. above, the holders of the Common and Preferred Stock shall be entitled to receive the remaining assets of the corporation in proportion to the shares of Common Stock then held by them and the shares of Common Stock which they have the right to acquire upon conversion of Preferred Stock until such time as the distributions made to the holders of the Preferred Stock (taken together with all payments made pursuant to Section 3.a. above) equal, with respect to the Series A Preferred, $3.975 per share for each share of Series A Preferred then held by them and, with respect to the Series B Preferred, $12.00 per share for each share of Series B Preferred then held by them. If, upon the occurrence of such event, the assets and funds thus distributed among the holders of the Preferred Stock shall be insufficient to permit the payment to such holders of the full aforesaid preferential amounts, then the entire remaining assets and funds of the corporation legally available for distribution after payment has been made to the holders of the Preferred Stock of the full amounts to which they shall be entitled pursuant to Section 3.a. above shall be distributed ratably among the holders of the Common and Preferred Stock in proportion to the preferential amount each such holder would have been entitled to receive pursuant to this Section 3 if such distribution had been sufficient to permit the full payment of the preferential amounts under this Section 3.b. to the holders of the Preferred Stock. c. After payment has been made to the holders of the Preferred Stock of the full amounts to which they shall be entitled pursuant to Sections 3.a. and 3.b. above, the holders of the Common shall be entitled to receive all remaining assets of the corporation in proportion to the shares of Common Stock then held by them. d. For purposes of this Section 3, a liquidation, dissolution or winding up of the affairs corporation shall be deemed to be occasioned by, or to include, the corporation's sale of all or substantially all of its assets or the acquisition of this corporation by another entity by means of merger or consolidation resulting in the exchange of the Corporationoutstanding shares of this corporation for securities or consideration issued, or caused to be issued, by the acquiring corporation or its subsidiary in which the shareholders of the corporation are holders of less than 50% of voting power of the surviving corporation. e. Each holder of any outstanding shares of Preferred Stock shall be deemed to have consented, for purposes of Sections 502, 503 and 506 of the California Corporations Code, to distributions made by the corporation in connection with the repurchase of shares of Series B-1 Preferred Stock then outstanding shall be entitled Common issued to be paid out or held by employees, directors or consultants of the assets of the Corporation available for distribution to its stockholders an amount in cash equal or to the greater of (i) the Stated Value and (ii) the Common Stock Liquidation Amount (as defined below) for each share of Series B-1 Preferred Stock outstanding plus all declared but unpaid dividends thereon to the date fixed for liquidation, before any payment shall be made corporation or any assets distributed of its subsidiaries upon termination of their employment or services pursuant to agreements providing for the holders right of any of such repurchase between the Junior Securities (the " Liquidation Preference"); provided, however, that the holders of outstanding shares of Series B-1 Preferred Stock shall not be entitled to receive corporation and such liquidation payment until the liquidation payments on all outstanding shares of Senior Securities shall have been paid in full. If the assets of the Corporation are not sufficient to pay in full the liquidation payments payable to the holders of outstanding shares of Series B-1 Preferred Stock, then the holders of all such shares shall share ratably in such distribution of assets in accordance with the full respective preferential amounts that would be payable on such shares of Series B-1 Preferred Stock if all amounts payable thereon were paid in full. (b) For the purposes of this Section 4, "Common Stock Liquidation Amount" means the amount, if any, that each outstanding share of Series B-1 Preferred Stock would be entitled to receive following the payment by the Corporation of any liquidation preferences with respect to the Senior Securities, out of assets legally available for distribution as contemplated by the relevant provisions of the DGCL and applicable law, assuming that the holders of shares of Series B-1 Preferred Stock were entitled to participate with the holders of the Series B Preferred Stock and the Common Stock in all other assets of the Corporation (with each share of Series B-1 Preferred Stock entitled to participate on the same basis as one thousand (1,000) shares of Common Stock)persons.

Liquidation Preference. (a) 8.1.1. In the event of of: (i) any voluntary or involuntary liquidation, dissolution or winding up liquidation of the affairs Company; or (ii) the appointment of a receiver or liquidator with respect to all or substantially all of the Corporation, Company's assets: (A) the holders of shares of Series B-1 the Preferred Stock then outstanding B Shares at such event, shall be entitled to be paid out receive, prior to and in preference to any payments to any of the assets holders of any other classes of shares of the Corporation Company, in full, the U.S. Dollar amount paid for such Preferred B Shares plus interest on such amount of 10% per year (the "Preferred B Preference Amount"). If the assets thus distributed among the holders of the Preferred B Shares shall be insufficient to permit the payment to such holders of the full Preferred B Preference Amount, then the entire assets available for distribution to its stockholders an amount shall be distributed pro-rata among the holders of the Preferred B Shares in cash equal proportion to the greater of (i) the Stated Value Preferred B Preference Amount each such holder would otherwise have been entitled to receive; and (iiB) after payment to holders of Preferred B Shares of the Common Stock Liquidation Amount (as defined below) Preferred B Preference Amount, prior to and in preference to any distribution of the entire remaining assets and funds of the Company legally available for each share of Series B-1 Preferred Stock outstanding plus all declared but unpaid dividends thereon to the date fixed for liquidationdistribution, before any payment shall be made or any assets distributed if any, to the holders of any all other classes of the Junior Securities (the " Liquidation Preference"); providedshares, however, that the holders of outstanding shares of Series B-1 Preferred Stock Isratech shall not be entitled to receive such liquidation payment until the liquidation payments on all outstanding shares of Senior Securities shall have been paid in full. If , the assets US Dollar amount paid by Isratech for each of the Corporation are Ordinary A Shares, held by Isratech at that time (the aggregate amount shall be not sufficient more than USD 1,000,000), plus interest on such amount of 4% per year (the "Isratech Preference Amount") (which collectively together with the Preferred B Preference Amount shall be hereinafter referred to pay in full as the liquidation payments payable "Preference Amount"); and (C) after payment to the holders of outstanding shares the Preferred B Shares and Israetech of Series B-1 Preferred Stockthe respective Preference Amounts, then the entire remaining assets and funds of the Company legally available for distribution, if any, shall be distributed ratably to the holders of all such shares shall share ratably Ordinary Shares, Ordinary A Shares and Preferred B Shares (treating the Preferred B Shares on an as converted basis), in such distribution of assets each case in accordance with the full respective preferential amounts that would be payable on such shares of Series B-1 Preferred Stock if all amounts payable thereon were paid in full. (b) For the purposes of this Section 4, "Common Stock Liquidation Amount" means the amount, if any, that each outstanding share of Series B-1 Preferred Stock would be entitled to receive following the payment by the Corporation of any liquidation preferences with respect proportion to the Senior Securities, out of assets legally available for distribution as contemplated by the relevant provisions nominal value of the DGCL and applicable law, assuming that the holders of shares of Series B-1 Preferred Stock were entitled to participate with the holders of the Series B Preferred Stock and the Common Stock in all other assets of the Corporation (with each share of Series B-1 Preferred Stock entitled to participate on the same basis as one thousand (1,000) shares of Common Stock)then held by them.

Liquidation Preference. The Company shall not make any payment, in cash, securities or other property, in respect of any liquidation preference of any shares of Preferred Stock of the Company under the Articles of Incorporation unless it concurrently makes a cash payment (or, at the option of the holder hereof, the holder’s applicable share of the actual property or securities so paid) to the holder of this Warrant equal to the product of (a) In the event aggregate amount of cash plus the Fair Value of any voluntary property or involuntary liquidation, dissolution or winding up of the affairs of the Corporation, the holders of shares of Series B-1 Preferred Stock then outstanding shall be entitled securities paid with respect to be paid out of the assets of the Corporation available for distribution to its stockholders an amount in cash equal to the greater of (i) the Stated Value and (ii) the Common Stock Liquidation Amount (as defined below) for each share of Series B-1 Preferred Stock outstanding plus all declared but unpaid dividends thereon to the date fixed for liquidation, before any payment shall be made or any assets distributed to the holders of any of the Junior Securities (the " Liquidation Preference"); provided, however, that the holders of outstanding shares of Series B-1 Preferred Stock shall not be entitled to receive such liquidation payment until the liquidation payments on all outstanding shares of Senior Securities shall have Preferred Stock receiving such payment of liquidation preference multiplied by (b) 33% (or, in the event that the Minority T3 Nevada Conversion has occurred, 25%) multiplied by (c) a fraction, the numerator of which is the number of Issuable Warrant Shares and the denominator of which is the number of total Issuable Warrant Shares in respect of all Warrants issued on the date hereof in conjunction with the Loans. If this Warrant has been paid exercised, in part or in full. If , in addition to the assets foregoing, the Company shall not make any payment, in cash, securities or other property, in respect of any liquidation preference of any shares of Preferred Stock of the Corporation are not sufficient to pay in full Company under the liquidation payments payable Articles of Incorporation unless it concurrently makes a cash payment (or, at the option of the holder hereof, the holder’s applicable share of the actual property or securities so paid) to the holders holder of this Warrant equal to the product of (a) the aggregate amount of cash plus the Fair Value of any property or securities paid with respect to all outstanding shares of Series B-1 Preferred Stock, then the holders of all such shares shall share ratably in such distribution of assets in accordance with the full respective preferential amounts that would be payable on such shares of Series B-1 Preferred Stock if all amounts payable thereon were paid in full. receiving such payment of liquidation preference multiplied by (b) For 33% (or, in the purposes event that the Minority T3 Nevada Conversion has occurred, 25%) multiplied by (c) a fraction, the numerator of which is the number of Issued Warrant Shares and the denominator of which is the number of total Issuable Warrant Shares in respect of all Warrants issued on the date hereof in conjunction with the Loans. This Section 5.6 shall survive any exercise of this Section 4, "Common Stock Liquidation Amount" means the amount, if any, that each outstanding share of Series B-1 Preferred Stock would be entitled to receive following the payment by the Corporation of any liquidation preferences with respect to the Senior Securities, out of assets legally available for distribution as contemplated by the relevant provisions of the DGCL and applicable law, assuming that the holders of shares of Series B-1 Preferred Stock were entitled to participate with the holders of the Series B Preferred Stock and the Common Stock in all other assets of the Corporation (with each share of Series B-1 Preferred Stock entitled to participate on the same basis as one thousand (1,000) shares of Common Stock)Warrant.

Liquidation Preference. (a) In the event of any voluntary or involuntary liquidation, dissolution or winding up of this corporation, either voluntary or involuntary, subject to (i) the affairs rights of any series of Preferred Stock (other than the Series A and Series B Preferred Stock) which may from time to time come into existence and (ii) any loan covenant or other provision for the benefit of the Corporationholders of Senior Debt, the holders of shares of Series B-1 B Preferred Stock then outstanding shall be entitled to be paid out receive, prior and in preference to any distribution of any of the assets of the Corporation available for distribution to its stockholders an amount in cash equal to the greater of (i) the Stated Value and (ii) the Common Stock Liquidation Amount (as defined below) for each share of Series B-1 Preferred Stock outstanding plus all declared but unpaid dividends thereon to the date fixed for liquidation, before any payment shall be made or any assets distributed this corporation to the holders of any Common Stock, an amount per share equal to the sum of the Junior Securities Series B Redemption Price (the " Liquidation Preference"as defined in Section 1.6 herein); provided, however, that the holders of outstanding shares of Series B-1 Preferred Stock shall not be entitled to receive such liquidation payment until the liquidation payments on all outstanding shares of Senior Securities shall have been paid in full. If upon the occurrence of such event, the assets of the Corporation are not sufficient and funds to pay in full the liquidation payments payable to the holders of outstanding shares of Series B-1 Preferred Stock, then the holders of all such shares shall share ratably in such distribution of assets in accordance with the full respective preferential amounts that would be payable on such shares of Series B-1 Preferred Stock if all amounts payable thereon were paid in full. (b) For the purposes of this Section 4, "Common Stock Liquidation Amount" means the amount, if any, that each outstanding share of Series B-1 Preferred Stock would be entitled to receive following the payment by the Corporation of any liquidation preferences with respect to the Senior Securities, out of assets legally available for distribution as contemplated by the relevant provisions of the DGCL and applicable law, assuming that the holders of shares of Series B-1 Preferred Stock were entitled to participate with distributed among the holders of the Series B Preferred Stock shall be insufficient to permit the payment to such holders of the full aforesaid preferential amounts, then, subject to the rights of any series of Preferred Stock which may from time to time come into existence (other than the Series A and Series C Preferred Stock), the entire assets and funds of this corporation legally available for distribution shall be distributed ratably among the holders of the Series B Preferred Stock in proportion to the amount of such stock owned by each such holder. Written notice of the liquidation, dissolution or winding up, stating a payment date, the amount of the liquidation payment and place where the amount distributable shall be payable, shall be given by mail, postage prepaid, not less than fifteen (15) days prior to the payment dated stated therein, to each holder of record of the Series B Preferred Stock, such notice to be addressed to each such holder at his or its post office address as shown by the records of this corporation. (b) Upon the completion of (i) the distributions to the holders of Series B Preferred Stock required by Section 1.4(a), (ii) the distributions to the holders of Series C Preferred Stock required by 2.4(a) and (iii) any other distribution that may be required with respect to any series of Preferred Stock that exists or may from time to time come into existence, if assets remain in this corporation, the holders of the Common Stock in all other assets of the Corporation this corporation (with each share of Series B-1 Preferred Stock entitled to participate based on the same basis as one thousand (1,000) number of shares of Common StockStock held by each), shall receive all of the remaining assets of this corporation.

Liquidation Preference. (a) In the event of any voluntary Liquidation, before any payment or involuntary liquidation, dissolution or winding up of the affairs of the Corporation, the holders of shares of Series B-1 Preferred Stock then outstanding shall be entitled to be paid out distribution of the assets of the Corporation available (whether capital or surplus) shall be made to or set apart for distribution the holders of Junior Shares, the holders of Series D-2 Preferred Shares shall be entitled (subject to its stockholders the Continuation Right of such holders described below) to receive an amount in cash equal to the greater of of: (i) the Stated Value Liquidation Preference plus an amount equal to all accrued and unpaid dividends from the date immediately following the immediately preceding Dividend Payment Date to the date of the final distribution to such holder; and (ii) the Common Stock Liquidation Amount (as defined below) for each share of an amount per Series B-1 D-2 Preferred Stock outstanding plus all declared but unpaid dividends thereon Share equal to the date fixed for liquidation, before any payment shall be made amount or any assets distributed consideration which would have been payable had each Series D-2 Preferred Share been converted into Common Shares pursuant to Section 6 hereof immediately prior to such Liquidation. Until the holders of any of the Junior Securities (the " Liquidation Preference"); provided, however, that the holders of outstanding shares of Series B-1 D-2 Preferred Stock shall not be entitled to receive such liquidation payment until the liquidation payments on all outstanding shares of Senior Securities shall Shares have been paid the amount specified in the first sentence of this Section 4(a) in full, no payment will be made to any holder of Junior Shares upon Liquidation. If If, upon any such Liquidation, the assets of the Corporation are not sufficient Corporation, or proceeds thereof, distributable among the holders of Series D-2 Preferred Shares shall be insufficient to pay in full the liquidation preferential amount aforesaid and liquidating payments payable to on any other shares of any class or series of Parity Shares, then such assets, or the proceeds thereof, shall be distributed among the holders of outstanding shares of such Series B-1 D-2 Preferred Stock, then the holders of all Shares and such shares shall share other Parity Shares ratably in such distribution of assets in accordance with the full respective preferential amounts that would be payable on such shares of Series B-1 D-2 Preferred Stock Shares and such other Parity Shares if all amounts payable thereon were paid in full. . (b) For the purposes of this Section 4In connection with a Merger Liquidation (as defined below), "Common Stock Liquidation Amount" means the amount, if any, that each outstanding share holder of Series B-1 D-2 Preferred Stock would Shares shall have the right (a “Continuation Right”) to elect, by delivering written notice to the Corporation not less than five (5) Business Days prior to the Merger Liquidation, to require the Corporation to make provision for such holder’s Series D-2 Preferred Shares to be entitled to receive following the payment assumed by the Corporation surviving entity as described in Section 6(f); provided, however, notwithstanding the election by any of any liquidation preferences with respect to the Senior Securities, out of assets legally available for distribution as contemplated by the relevant provisions of the DGCL and applicable law, assuming that the holders of shares of Series B-1 Preferred Stock were entitled to participate with the holders of the Series B D-2 Preferred Stock and Shares of the Common Stock Continuation Right, the Corporation shall have the right, in connection with any Merger Liquidation, to elect, by delivering written notice to the holders of Series D-2 Preferred Shares at any time prior to the Merger Liquidation, to redeem any or all other assets of the outstanding Series D-2 Preferred Shares for an amount per Series D-2 Preferred Share equal to the amount specified in the Section 4(a). A “Merger Liquidation” shall be a Liquidation which constitutes a consolidation or merger of the Corporation (with each share one or more entities that are not Affiliates of the Corporation and as a result of which the Corporation is not the surviving entity. Upon a merger or consolidation of the Corporation with one or more entities that are Affiliates of the Corporation, the Corporation shall make provision for the Series B-1 D-2 Preferred Stock entitled Shares to participate on be assumed by the same basis surviving entity as one thousand (1,000) shares of Common Stockdescribed in Section 6(f).

Liquidation Preference. (a) In Subject to the rights of additional series of Preferred Stock which may be designated by the Board from time to time subject to Section 6 hereof, in the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporationcorporation, either voluntarily or involuntarily, the holders of shares of the Series B-1 A Preferred, Series B Preferred, Series C Preferred, Series D Preferred, Series E Preferred Stock then outstanding and Series F Preferred shall be entitled to be paid out receive, prior and in preference to any distribution of any of the assets of the Corporation available for distribution corporation to its stockholders the holders of the Junior Shares by reason of their ownership thereof, an amount in cash per share equal to $0.3125 (the greater of (i"Original Series A Issue Price") the Stated Value and (ii) the Common Stock Liquidation Amount (as defined below) plus any declared but unpaid dividends for each share of Series B-1 A Preferred Stock outstanding then held by them, $1.875 (the "Original Series B Issue Price") plus all any declared but unpaid dividends thereon to for each share of Series B Preferred then held by them, $6.25 (the date fixed "Original Series C Issue Price") plus any declared but unpaid dividends for liquidationeach share of Series C Preferred then held by them, before $3.775 (the "Original Series D Issue Price") plus any declared but unpaid dividends for each share of Series D Preferred then held by them, $3.775 (the "Original Series E Issue Price") plus any declared but unpaid dividends for each share of Series E Preferred then held by them, and $6.125 (the "Original Series F Issue Price") plus any declared but unpaid dividends for each share of Series F Preferred then held by them. After payment shall be made or any assets distributed to the holders of any the Preferred of the amounts set forth in this Section 3, the entire remaining assets and funds of the corporation legally available for distribution, if any, shall be distributed among the holders of the Junior Securities (Shares in proportion to the " Liquidation Preference"); providedshares of Common Stock then held by them and the shares of Common Stock which they then have the right to acquire upon conversion of any other Junior Shares then held by them. If, howeverupon the occurrence of such event, that the assets thus distributed among the holders of outstanding the Preferred shall be insufficient to permit the payment to such holders of the full aforesaid preferential amount, then the entire assets and funds of the corporation legally available for distribution shall be distributed among the holders of the Preferred in proportion to the Original Series A Issue Price, the Original Series B Issue Price, the Original Series C Issue Price, the Original Series D Issue Price, the Original Series E Issue Price and the Original Series F Issue Price of, plus any declared but unpaid dividends on, the shares of Series B-1 A Preferred, Series B Preferred, Series C Preferred, Series D Preferred, Series E Preferred Stock shall not be entitled to receive such liquidation payment until the liquidation payments on all outstanding shares of Senior Securities shall have been paid in full. If the assets of the Corporation are not sufficient to pay in full the liquidation payments payable to the holders of outstanding shares of or Series B-1 F Preferred Stock, then the holders of all such shares shall share ratably in such distribution of assets in accordance with the full respective preferential amounts that would be payable on such shares of Series B-1 Preferred Stock if all amounts payable thereon were paid in full. held by them. (bi) For the purposes of this Section 43, "Common Stock Liquidation Amount" means the amounta liquidation, if any, that each outstanding share of Series B-1 Preferred Stock would be entitled to receive following the payment by the Corporation of any liquidation preferences with respect to the Senior Securities, out of assets legally available for distribution as contemplated by the relevant provisions dissolution or winding up of the DGCL corporation shall be deemed to be occasioned by and applicable lawto include (A) the corporation's sale of all or substantially all of its assets or (B) any transaction or series of related transactions (including, assuming that the holders of shares of Series B-1 Preferred Stock were entitled to participate with without limitation any reorganization, merger or consolidation) which will result in the holders of the Series B Preferred Stock and the Common Stock in all other assets outstanding voting equity securities of the Corporation corporation immediately prior to such transaction or series of related transactions holding securities representing less than 50% of the voting power of the surviving entity immediately following such transaction or series of related transactions. (with each share ii) In any such event, if the consideration received by the corporation is other than cash or indebtedness, its value will be deemed to be its fair market value. In the case of Series B-1 Preferred Stock entitled to participate publicly traded securities, fair market value shall mean the closing market price of such securities on the same basis as one thousand (1,000) shares of Common Stock)date such consolidation, merger or sale is consummated. If a consideration is in a form other than publicly traded securities, its value shall be determined by the Board.

Liquidation Preference. (a) In the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs Corporation, either voluntary or involuntary, before any of the Corporationassets of the Corporation shall be distributed among or paid over to the holders of any Junior Securities, the holders of shares of Series B-1 A Preferred Stock then outstanding shall be entitled to receive (i) an amount per share (the "Liquidation Preference") equal to the lesser of (A) $1.50 and (B) the sum of (x) $0.521 and (y) the quotient obtained by dividing (I) the aggregate amount of all payments made, as of the date of such liquidation, dissolution or winding up, to the Corporation by Joint Energy Development Investments Limited Partnership ("JEDI") or its assignee pursuant to the Earn Up Agreement dated as of ____________, 1997 between the Corporation and JEDI by (II) 9,600,000 and (ii) any and all accrued but unpaid dividends thereon, and shall not be paid out entitled to any other or additional distribution. (b) If upon such liquidation, dissolution or winding up, whether voluntary or involuntary, the assets available for distribution among the holders of shares of Series A Preferred Stock and holders of Parity Securities shall be insufficient to permit the payment to such holders of the full preferential amounts to which they are entitled, then the assets of the Corporation available for distribution to its stockholders an amount in cash equal to the greater of (i) the Stated Value and (ii) the Common Stock Liquidation Amount (as defined below) for each share of Series B-1 Preferred Stock outstanding plus all declared but unpaid dividends thereon to the date fixed for liquidation, before any payment shall be made or any assets distributed to among the holders of any Series A Preferred Stock and holders of Parity Securities shall be distributed ratably among such holders so that the amounts distributed in respect of the Junior Series A Preferred Stock and the Parity Securities (shall bear to each other the " Liquidation Preference"); provided, however, same ratio that the holders of outstanding shares of Series B-1 Preferred Stock shall not be entitled to receive such liquidation payment until the liquidation payments full amounts payable on all outstanding shares of Senior Securities shall have been paid in full. If the assets liquidation, dissolution or winding up of the Corporation are not sufficient to pay in full the liquidation payments payable to the holders of outstanding shares of Series B-1 Preferred Stock, then the holders of all such shares shall share ratably in such distribution of assets in accordance with the full respective preferential amounts that would be payable on such shares of Series B-1 Preferred Stock if all amounts payable thereon were paid in full. (b) For the purposes of this Section 4, "Common Stock Liquidation Amount" means the amount, if any, that each outstanding share of Series B-1 Preferred Stock would be entitled to receive following the payment by the Corporation of any liquidation preferences with respect to the Senior Securities, out of assets legally available for distribution as contemplated by the relevant provisions of the DGCL and applicable law, assuming that the holders of shares of Series B-1 Preferred Stock were entitled to participate with the holders of the Series B A Preferred Stock and the Common Stock in all other assets of the Corporation (with Parity Securities bear to each share of Series B-1 Preferred Stock entitled to participate on the same basis as one thousand (1,000) shares of Common Stock)other.

Liquidation Preference. (a) In the event of any voluntary or involuntary liquidation, dissolution dissolution, or winding up of the affairs Corporation, either voluntary or involuntary, distributions to the stockholders of the Corporation, Corporation shall be made in the following manner: (a) The holders of shares of the Series B-1 B Preferred Stock then outstanding and Series C Preferred shall be entitled to be paid out receive, prior and in preference to any distribution of any of the assets or surplus funds of the Corporation available for distribution to its stockholders an the holders of the Series A Preferred and the Common Stock by reason of their ownership of such stock, the amount in cash equal to the greater of (i) the Stated Value Original Purchase Price per share for each share of Series B Preferred and Series C Preferred Stock then held by them, adjusted for any combinations, consolidations, or stock splits with respect to such shares and, in addition, an amount equal to all declared but unpaid dividends on such series Preferred and (ii) the Common Stock Liquidation Amount (as defined below) for each share of Series B-1 Preferred Stock outstanding plus all declared but unpaid dividends thereon to the date fixed for liquidation, before any payment shall be made or any assets distributed to the amount such holders of any would receive upon conversion of the Junior Securities (the " Liquidation Preference"); provided, however, that the holders of outstanding shares of Series B-1 B Preferred and Series C Preferred held by them into shares of Common Stock immediately prior to such liquidation, dissolution or winding up of the Corporation and assuming all shares of Preferred Stock shall not be entitled to receive such liquidation payment until the liquidation payments on all outstanding convert into shares of Senior Securities shall have been paid in fullCommon Stock at their respective Conversion Rates. If the assets of the Corporation are not sufficient to pay in full the liquidation payments payable to the holders of outstanding shares of Series B-1 Preferred Stock, then the holders of all such shares shall share ratably in such distribution of assets in accordance with the full respective preferential amounts that would be payable on such shares of Series B-1 Preferred Stock if all amounts payable thereon were paid in full. (b) For the purposes of this Section 4, "Common Stock Liquidation Amount" means the amount, if any, that each outstanding share of Series B-1 Preferred Stock would be entitled to receive following the payment by the Corporation of any liquidation preferences with respect to the Senior Securities, out of assets legally available for distribution as contemplated by the relevant provisions of the DGCL and applicable law, assuming that the holders of shares of Series B-1 Preferred Stock were entitled to participate with funds thus distributed among the holders of the Series B Preferred Stock and Series C Preferred shall be insufficient to permit the payment to such holders of the full aforesaid preferential amount, then the entire assets and funds of the Corporation legally available for distribution shall be distributed among the holders of Series B Preferred and Series C Preferred in proportion to the full preferential amount each such holder is otherwise entitled to receive. (b) After payment has been made to the holders of the Series B Preferred and Series C Preferred of the full amounts to which they shall be entitled as provided in paragraph (a), the holders of the Series A Preferred shall be entitled to receive prior and in preference to any (c) After payment has been made to the holders of the Series A Preferred, Series B Preferred and Series C Preferred of the full amounts to which they shall be entitled as provided in paragraphs (a) and (b) above, the holders of the Common Stock in shall be entitled to receive ratably on a per-share basis all other the remaining assets of the Corporation. For the purposes of this Section 2 and Section 4, the "Original Purchase Price" (i) for the Series A Preferred shall be $0.75, (ii) for the Series B Preferred shall be $0.75, and (iii) for the Series C Preferred shall be $1.117647. (d) For purposes of this Section 2, a merger or consolidation of the Corporation with or into any other corporation or corporations, or the merger of any other corporation or corporations into the Corporation, in which consolidation or merger the stockholders of the Corporation receive distributions in cash or securities of another corporation or corporations as a result of such consolidation or merger, a sale of all or substantially all of the assets of the Corporation, or a transaction or series of related transactions in which a person or group of persons (as defined in Rule 13d-5(b)(1) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")) acquires beneficial ownership (as determined in accordance with Rule 13d-3 of the Exchange Act) of more than 50% of the voting power of the Company shall be treated as a liquidation, dissolution or winding up of the Corporation. The Corporation shall provide written notice of any such liquidation, dissolution, winding up, merger, consolidation, sale of assets, or acquisition of beneficial ownership of the Corporation as provided in Section 4(g) hereof. Notwithstanding anything else contained herein to the contrary, each share holder of Series B-1 Preferred Stock entitled shall have the right to participate on convert the same basis as one thousand (1,000) shares of Preferred held into Common Stock)Stock as provided in Section 4(a) hereof. Notwithstanding anything else contained herein to the contrary, a consolidation, merger or sale of all or substantially all assets will not be treated as a liquidation, dissolution or winding up of this Corporation unless the Corporation's stockholders of record as constituted immediately prior to such transaction will, immediately after such transaction hold less than 50% of the voting power of the surviving or acquiring entity.

Liquidation Preference. (a) In Upon any voluntary or involuntary liquidation, dissolution or winding up of the event Corporation, each Series 8 Convertible Preferred Share entitles the holder thereof to receive and to be paid out of the assets of the Corporation available for distribution, before any distribution or payment may be made to a holder of any Class A Shares, any shares of Class B Common Stock of the Corporation (the “Class B Shares”) or any shares of Class C Common Stock of the Corporation (the “Class C Shares”) or any other shares ranking junior as to capital to the Series 8 Convertible Preferred Shares, an amount per Series 8 Convertible Preferred Share equal to the greater of (i) the Base Liquidation Preference (as defined below), as increased by the Accretion Rate (as defined below) from the most recent Quarterly Compounding Date to the date of such liquidation, dissolution or winding up (without duplication of changes to the Base Liquidation Preference as provided for in SECTION 2(b)) plus any accrued but unpaid Dividends with respect thereto, and (ii) an amount equal to the amount the holders of the Series 8 Convertible Preferred Shares would have received per Series 8 Convertible Preferred Share upon liquidation, dissolution or winding up of the Corporation had such holders converted their Series 8 Convertible Preferred Shares into Class A Shares immediately prior thereto, without giving effect to the limitations set forth in SECTION 6(b) and disregarding any rounding for fractional amounts (the greater of the amount in clause (i) and clause (ii), the “Liquidation Preference”). Notwithstanding the foregoing or anything in this Certificate of Designation to the contrary, immediately prior to and conditioned upon the consummation of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation, if the holders of shares of Series B-1 Preferred Stock then outstanding shall be entitled to be paid out of the assets of the Corporation available for distribution to its stockholders an amount set forth in cash equal to the greater of clause (i) above is greater than the Stated Value and amount set forth in clause (ii) above, any holder of outstanding Series 8 Convertible Preferred Shares shall have the Common Stock Liquidation Amount right to convert its Series 8 Convertible Preferred Shares into Class A Shares by substituting the Fair Market Value of a Class A Share for the then-applicable Conversion Price (as defined below) for each share of Series B-1 Preferred Stock outstanding plus all declared but unpaid dividends thereon and without giving effect to the date fixed limitations set forth in SECTION 6(b) and disregarding any rounding for liquidation, before any payment shall be made or any assets distributed to the holders of any of the Junior Securities (the " Liquidation Preference"); provided, however, that the holders of outstanding shares of Series B-1 Preferred Stock shall not be entitled to receive such liquidation payment until the liquidation payments on all outstanding shares of Senior Securities shall have been paid in full. If the assets of the Corporation are not sufficient to pay in full the liquidation payments payable to the holders of outstanding shares of Series B-1 Preferred Stock, then the holders of all such shares shall share ratably in such distribution of assets in accordance with the full respective preferential amounts that would be payable on such shares of Series B-1 Preferred Stock if all amounts payable thereon were paid in full. (b) For the purposes of this Section 4, "Common Stock Liquidation Amount" means the amount, if any, that each outstanding share of Series B-1 Preferred Stock would be entitled to receive following the payment by the Corporation of any liquidation preferences with respect to the Senior Securities, out of assets legally available for distribution as contemplated by the relevant provisions of the DGCL and applicable law, assuming that the holders of shares of Series B-1 Preferred Stock were entitled to participate with the holders of the Series B Preferred Stock and the Common Stock in all other assets of the Corporation (with each share of Series B-1 Preferred Stock entitled to participate on the same basis as one thousand (1,000) shares of Common Stock)fractional amounts.

Liquidation Preference. (a) Section H 2 of the Shareholders’ Agreement shall be amended and replaced by the following provisions: “In the event of any of the following (each a “Liquidation Event” or “Deemed Liquidation Event”): a) a bankruptcy, voluntary or involuntary liquidation, dissolution or winding up of the affairs Company; b) a (partial) sale (at least 50 %) of the CorporationShares of the Company including the sale triggering a co-sale right as defined in section F 3 of the Shareholders’ Agreement, as amended by § 14 of the 1st Amendment, a drag-along as defined in section F 4 of the Shareholders’ Agreement; c) a sale of at least 75 % of all assets (including intellectual property rights) in terms of the Fair Market Value of the Company; d) a merger, consolidation or acquisition, or any other event involving the Company, pursuant to which the shareholders of the Company will have less than 50.1 % of the voting power of the acquiring company or pursuant to which the Company is not the surviving entity; e) a reverse take-over; the proceeds will be allocated among the Shareholders as follows: (i) First, each of the holders of Series D Preferred Shares shall be entitled to receive, prior to and in preference to all other Shares, an amount equal to 1.33 times (subject to proportional adjustments for stock splits, subdivisions and the like) the paid in total investment (total issue price plus additional payments and contributions to the capital reserves of the Company pursuant to § 272 (2) HGB including, for the avoidance of doubt, the nominal amount of the principal of the Loans assigned to the Company and any and all interest accrued thereon) on his Series D Preferred Shares (including on Shares which were converted into or are deemed to be Series D Preferred Shares), in each case plus an amount representing 6 % p.a. IRR on the respective paid in total investment calculated as from and starting with the respective payment thereof to the Company, compounded quarterly in arrears, provided that with respect to the paid in total investment on the former Series A Preferred Shares such IRR shall be calculated only as from and starting with 27 March 2007; and (ii) thereafter, the holders of shares Series D Preferred Shares shall receive any remaining funds on a pari passu basis with the holders of Common Shares on an as-if-converted basis. The total investment amount for former Series B-1 A Preferred Stock then outstanding Shares and Series B Preferred Shares issued to former silent partners (in the meaning of § 230 HGB) to be considered as a basis for the above liquidation preference and IRR shall be entitled limited to be paid EUR 500,000.00 each. In the event the return of capital to tbg out of the assets converted share position (Part D.4 of the Corporation available Series B Investment Agreement) shall be less than EUR 1,750,000.00 for distribution tbg, tbg will receive a minimum return. The minimum return is defined as the return tbg would receive if tbg would have invested the amount of EUR 1,750,000.00 in Series B Preferred Shares up to a maximum return of EUR 1,750,000.00. The risk of fulfilling this downside protection shall be borne by the Series B investors on a pro rata basis and covers the difference between the calculated actual returns for tbg based upon its stockholders an amount in cash equal converted share position (Part D.4 of the Series B Investment Agreement) and the minimum return. Annex 7 to the greater of (i) Shareholders’ Agreement contains an exemplary calculation. If there are insufficient assets or proceeds to pay the Stated Value and (ii) the Common Stock Liquidation Amount (as defined below) for each share of Series B-1 Preferred Stock outstanding plus all declared but unpaid dividends thereon to the date fixed for liquidation, before any payment shall be made or any assets distributed liquidation preference amount to the holders of any of Series D Preferred Shares in full, the Junior Securities (the " Liquidation Preference"); provided, however, that amount available will be paid on a pro rata basis between the holders of outstanding shares Series D Preferred Shares in proportion to the maximum amounts the holders of Series B-1 D Preferred Stock shall not Shares would be entitled to receive such liquidation payment until the liquidation payments on all outstanding shares of Senior Securities shall have been paid in full. If if the assets of the Corporation are not or proceeds were sufficient to pay in full the liquidation payments payable preference amount to the holders of outstanding shares of Series B-1 D Preferred Stock, then the holders of all such shares shall share ratably in such distribution of assets in accordance with the full respective preferential amounts that would be payable on such shares of Series B-1 Preferred Stock if all amounts payable thereon were paid Shares in full. (b) For the purposes of this Section 4, "Common Stock Liquidation Amount" means the amount, if any, that each outstanding share The holders of Series B-1 D Preferred Stock would be Shares are entitled to receive following the payment by the Corporation of any liquidation preferences same preference with respect to sale proceeds in case of a sale of Shares in the Senior Securitiescourse of a single or a partial sales transaction or a series of related transactions (in particular as a result of the exercise of co-sale rights, out drag along rights and rights of assets legally available for distribution first refusal as contemplated described in the Shareholders’ Agreement, as amended by the relevant provisions 1st Amendment) or in case of a transformation of the DGCL and applicable law, assuming that the holders of shares of Series B-1 Preferred Stock were entitled to participate with the holders Company except for conversions of the Series B Preferred Stock and the Common Stock in all other assets Company’s legal form of the Corporation (with each share of Series B-1 Preferred Stock entitled to participate on the same basis as one thousand (1,000) shares of Common Stock)organization.”

Liquidation Preference. 15.1 Upon the occurrence of a Liquidation Event (as defined below), the Liquidation Proceeds (as defined below) shall be allocated as follows: 15.1.1 Firstly, in priority to all other Shareholders, to each Summer 2019 LP Shareholder a) In an amount for each of its Summer 0000 XxxXxxx Share equal to the sum for its Summer 0000 XxxXxxx Shares of (A) the Investment per Share and (B) the average arrears or accruals of dividend (if any) on each such Share (as the case may be) due or declared but unpaid down to the date of the return of assets (with the Investment per Share being subject to adjustment for any sub-division of the Summer 0000 XxxXxxx Shares, and subject to the issuance of additional Shares pursuant to Section 17), or, if the Liquidation Proceeds are not sufficient to satisfy the preference pursuant to this letter a), b) the same fraction of the total amount which the relevant Summer 2019 LP Shareholder would receive pursuant to letter a) if the Liquidation Proceeds were indeed sufficient to satisfy the preference pursuant to such letter a) such that all of the Liquidation Proceeds are allocated pursuant to this letter b) (as a result of which, for the avoidance of doubt, the other Shareholders will not receive any Liquidation Proceeds) (in the case of each such Summer 2019 LP Shareholder the “First Preferred Allocation”) 15.1.2 secondly, in the event that Liquidation Proceeds remain after the First Preferred Allocations, to each of the 2017/2018 LP Shareholders a) an amount for each of its 2017/2018 LiqPref Share equal to the sum for its 2017/2018 LiqPref Shares of (A) the Investment per Share and (B) the average arrears or accruals of dividend (if any) on each such Share (as the case may be) due or declared but unpaid down to the date of the return of assets, (with the Investment per Share being subject to adjustment for any sub-division of the 2017/2018 LiqPref Shares, and subject to the issuance of additional Shares pursuant to Section 17), or, if the Liquidation Proceeds are not sufficient to satisfy the preference pursuant to this letter a), b) the same fraction of the total amount which the relevant 2017/2018 LP Shareholder would receive pursuant to letter a) if the Liquidation Proceeds were indeed sufficient to satisfy the preference pursuant to such letter a) such that all of the Liquidation Proceeds remaining after the application of Section 15.1.1 are allocated pursuant to this letter b) (as a result of which, for the avoidance of doubt, the Shareholders who are not Preferred Shareholders will not receive any Liquidation Proceeds) (in the case of each such 2017/2018 LP Shareholder the “Second Preferred Allocation” and any First Preferred Allocation or Second Preferred Allocation a “Preferred Allocation”), 15.1.3 thirdly, in the event that Liquidation Proceeds remain after the Preferred Allocations (i.e. only potentially in the case of Section 15.1.2 letter a)), to each Shareholder an amount per Share equal to the Liquidation Proceeds divided by the total number of Shares in issue (in each case the “Pro Rata Share”) provided that a) for the calculation of the Pro Rata Shares it shall be disregarded that the Preferred Allocations have been made (i.e. the Pro Rata Shares shall be calculated on the basis of the Liquidation Proceeds before deducting the Preferred Allocations), b) to the extent a Preferred Shareholder has received a Preferred Allocation its entitlement to the Pro Rata Share shall be deemed satisfied (i.e. it shall only receive any Pro Rata Share to the extent the Pro Rata Share exceeds its Preferred Allocation), c) where in the case of one or more Preferred Shareholders the Pro Rata Share is less than its Preferred Allocation, those Preferred Allocations shall, for the avoidance of doubt, not be affected and the Pro Rata Share of each other Shareholder shall reduce by the same percentage such that the total amount of such reductions is equal to the aggregate amount by which the Pro Rata Shares of such Preferred Shareholders are less than their Preferred Allocations provided that to the extent, in the case of any voluntary or involuntary liquidationsuch other Shareholder who is a Preferred Shareholder, dissolution or winding up such reduction would be to an amount less than that Preferred Shareholder’s Preferred Allocation the reduction under this letter c) shall not apply and the reduction of the affairs Pro Rata Shares of the Corporationremaining other Shareholders shall increase accordingly, and d) if the Shortfall Amount CoC or the Shortfall Amount IPO is to be paid to the Series A Investors as provided for in Section 5.3 and Section 5.4, the amount that would otherwise be allocated to each of the holders of shares Common Shares pursuant to this para. 15.1.3 will (in addition to any reduction pursuant to letter c)) be reduced by the same percentage for each such holder of Common Shares and the amount of such reduction will additionally be allocated to the Series B-1 Preferred Stock then outstanding A Investors, each such as is required for the Series A Investors to receive the Shortfall Amount CoC or the Shortfall Amount IPO, respectively, it being understood, however, that such reduction shall not be entitled to less than nil. The aforementioned applies mutatis mutandis if the Shortfall Amount CoC is to be paid out to the Series B Investors as stipulated in Section 5.8. 15.2 A “Liquidation Event” shall mean 15.2.1 the sale and/or transfer in one or more connected transactions of more than 50% of the Shares in Company, irrespective of the consideration to be received (cash, shares in other companies or other consideration) and irrespective of whether new Shares or existing Shares are being sold and/or transferred, other than in the framework of an IPO; in case not all Shares in the Company are sold or transferred within the relevant Liquidation Event the provisions under Section 15.1 and 15.2 shall only apply to the Shares sold or transferred in the relevant Liquidation Event; 15.2.2 a share exchange, transfer of shares by contribution in kind, merger, or other reorganization within the meaning of sec. 1 of the German Reorganization Act (Umwandlungsgesetz) if the Company is the transferring entity, provided the Shareholders have, after completion of the merger, 50 % or less of the voting rights in the absorbing entity; or 15.2.3 a direct or indirect (including exclusive licenses) sale of more than 50% of the assets of the Corporation available for Company and subsequent distribution to its stockholders an amount in cash equal of the proceeds to the greater Shareholders (also in the context of (i) the Stated Value and (ii) the Common Stock Liquidation Amount (as defined below) for each share of Series B-1 Preferred Stock outstanding plus all declared but unpaid dividends thereon to the date fixed for a liquidation); or 15.2.4 a liquidation, before any payment shall be made dissolution or any assets distributed to the holders of any winding-up of the Junior Securities (the " Liquidation Preference"); provided, however, that the holders of outstanding shares of Series B-1 Preferred Stock shall not be entitled to receive such liquidation payment until the liquidation payments on all outstanding shares of Senior Securities shall have been paid in full. If the assets of the Corporation are not sufficient to pay in full the liquidation payments payable to the holders of outstanding shares of Series B-1 Preferred Stock, then the holders of all such shares shall share ratably in such distribution of assets in accordance with the full respective preferential amounts that would be payable on such shares of Series B-1 Preferred Stock if all amounts payable thereon were paid in full. (b) For the purposes of this Section 4, "Common Stock Liquidation Amount" means the amount, if any, that each outstanding share of Series B-1 Preferred Stock would be entitled to receive following the payment by the Corporation of any liquidation preferences with respect to the Senior Securities, out of assets legally available for distribution as contemplated by the relevant provisions of the DGCL and applicable law, assuming that the holders of shares of Series B-1 Preferred Stock were entitled to participate with the holders of the Series B Preferred Stock and the Common Stock in all other assets of the Corporation (with each share of Series B-1 Preferred Stock entitled to participate on the same basis as one thousand (1,000) shares of Common Stock)Company.

Liquidation Preference. (a) In the event of any liquidation, dissolution, or winding up of the Corporation, either voluntary or involuntary involuntary, distributions to the shareholders of the Corporation shall be made in the following manner: (i) The holders of Preferred shall be entitled to receive, prior and in preference to any distribution of any of the assets or surplus funds of the Corporation to the holders of the Common or any other class or series of stock of the Corporation by reason of their ownership of such stock, an amount for each share of Preferred then held by them equal to the sum of (i) $0.333 per share of Series A Preferred (hereinafter such amount shall be referred to as the "Original Series A Issue Price"), $1.38 per share of Series B Preferred (hereinafter such amount shall be referred to as the "Original Series B Issue Price"), and $3.67 per share of Series C Preferred (hereinafter such amount shall be referred to as "Original Series C Issue Price"), appropriately adjusted for any Recapitalization Event with respect to such shares; (ii) $0.0267 per share of Series A Preferred, $0.1104 per share of Series B Preferred, and $0.2936 per share of Series C Preferred per annum accruing annually on the anniversary of the date of issuance of the Series A Preferred, Series B Preferred, or Series C Preferred, respectively, and (iii) all declared and unpaid dividends thereon of the Series A Preferred, the Series B Preferred, and the Series C Preferred, respectively. If upon occurrence of such event of liquidation, dissolution or winding up, the assets and property legally available to be distributed among the holders of the Preferred shall be insufficient to permit the payment to such holders of the liquidation preferences set forth in this section 2(a)(i), then the entire assets and property of the Corporation legally available for distribution shall be distributed ratably among the holders of Preferred. (ii) After payment has been made to the holders of the Preferred of the full amounts to which they shall be entitled pursuant to Section 2(a)(i) above, all remaining assets available for distribution, if any, shall be distributed, (x) first, ratably among the holders of the Common and the Series A Preferred, Series B Preferred and Series C Preferred based upon the number of shares of Common then held (assuming for such purpose the conversion of Preferred unto common) until the holders of the Series C Preferred have received under this Section 2(a)(ii) an amount (in addition to any amounts received under Section 2(a)(i)) of $1.23 per share of Common then held (assuming for such purpose the conversion of Preferred into Common, and (y) thereafter, ratable among the holders of the Common and the Series A Preferred and Series B Preferred based upon the number of shares of Common then held (assuming for such purposes the conversion of Preferred into Common). (b) For purposes of this Section 2, a merger or consolidation of the Corporation with or into any other corporation or corporations, or the merger or consolidation of any other corporation or corporations into the Corporation, shall be treated as a liquidation, dissolution or winding up of the affairs Corporation if as a result of the Corporationsuch consolidation or merger, the holders or a sale of shares of Series B-1 Preferred Stock then outstanding shall be entitled to be paid out all or substantially all of the assets of the Corporation available for distribution to its stockholders an amount holders of capital stock of the Corporation (but without taking into account the shares of Series C Preferred) would receive distributions in cash equal or securities of another corporation or corporations of less than $3.33 per share of capital stock of the Corporation, on an as converted basis and appropriately adjusted for any Recapitalization Event; provided further, that any such transaction which is not treated as a liquidation, dissolution or winding up under this Section 2(b), the Series C Preferred shall be entitled to receive the greater of (iliquidation amount to which its would otherwise be entitled to under Section 2(a)(i) the Stated Value and (ii) and the Common Stock Liquidation Amount (as defined below) for each share of Series B-1 A Preferred Stock outstanding plus all declared but unpaid dividends thereon to the date fixed for liquidation, before any payment and Series B Preferred shall be made or any assets distributed to the holders of any of the Junior Securities (the " Liquidation Preference"); provided, however, that the holders of outstanding shares of Series B-1 Preferred Stock shall not be entitled to receive such liquidation payment until the liquidation payments on all outstanding shares of Senior Securities shall have been paid in full. If the assets of the Corporation are not sufficient amount to pay in full the liquidation payments payable to the holders of outstanding shares of Series B-1 Preferred Stock, then the holders of all such shares shall share ratably in such distribution of assets in accordance with the full respective preferential amounts that which they would be payable on such shares of Series B-1 Preferred Stock if all amounts payable thereon were paid in full. (b) For the purposes of this Section 4, "Common Stock Liquidation Amount" means the amount, if any, that each outstanding share of Series B-1 Preferred Stock would otherwise be entitled to receive following the payment under Section 2(a)(i) above. The valuation of any securities or other property other than cash received by the Corporation in any transaction covered by this Section 2(b) shall be computed at the fair value thereof at the time of any liquidation preferences receipt as determined in good faith by the Board of Directors. (c) The holders of Preferred shall have no priority or preference with respect to the Senior Securities, out of assets legally available for distribution as contemplated distributions made by the relevant provisions of Corporation in connection with the DGCL and applicable law, assuming that the holders repurchase of shares of Series B-1 Preferred Stock were entitled Common issued to participate with or held by employees, directors or consultants upon termination of their employment or services pursuant to agreements providing for the holders right of the Series B Preferred Stock and the Common Stock in all other assets of said repurchase between the Corporation (with each share of Series B-1 Preferred Stock entitled to participate on the same basis as one thousand (1,000) shares of Common Stock)and such persons.

Liquidation Preference. (a) In the event of Upon any voluntary or involuntary liquidation, dissolution or winding winding-up of the affairs Corporation, whether voluntary or involuntary (a “Liquidation”), after the satisfaction in full of the debts of the Corporation, the payment of any accrued but unpaid Series A Preferred Dividends and the payment of any liquidation preference owed to the holders of shares of capital stock of the Corporation ranking senior to the Common Stock and Series B-1 A Preferred Stock then upon Liquidation, the holders of the outstanding shares of Series A Preferred Stock shall be entitled to be paid out of the assets of the Corporation available for distribution to its stockholders an amount in cash a liquidation preference equal to the greater of (i) the Stated Value per share of Series A Preferred Stock and (ii) the Common Stock Liquidation Amount (as defined below) for each share of Series B-1 Preferred Stock outstanding plus all declared but unpaid dividends thereon to the date fixed for liquidation, before any payment shall be made or any assets distributed to the such holders of any of the Junior Securities (the " Liquidation Preference"); provided, however, that the holders of outstanding would have received had such shares of Series B-1 A Preferred Stock shall not be entitled Stock, immediately prior to receive such liquidation payment until the liquidation payments on all outstanding liquidation, dissolution or winding-up, been converted into shares of Senior Securities Class A Common Stock (in the manner described in the first sentence of Section 6(a) (without taking into account the limitations on conversion set forth in clauses (i) and (ii) of the proviso thereof)). For all purposes hereof, a Recapitalization Event shall have been paid in full. If be deemed a Liquidation within the assets meaning of this Section 5. (b) Upon any Liquidation, then, the Corporation shall give, by first class mail, postage prepaid, addressed to each Holder at the address of such Holder as shown on the books of the Corporation, (i) at least fifteen (15) days prior written notice of the date on which the books of the Corporation are not sufficient shall close or a record shall be taken for determining rights to pay vote in full respect of such Liquidation and (ii) at least fifteen (15) days prior written notice of the liquidation payments payable to date when the holders of outstanding shares of Series B-1 Preferred Stock, then the holders of all such shares same shall share ratably in such distribution of assets take place. Such notice in accordance with the full respective preferential amounts that would be payable foregoing clause (ii) shall also specify the date on such shares which the holders of Series B-1 Preferred Stock if all amounts payable thereon were paid in full. (b) For the purposes of this Section 4, "Common Stock Liquidation Amount" means the amount, if any, that each outstanding share of Series B-1 Preferred Stock would shall be entitled to receive following the payment by the Corporation of any liquidation preferences with respect to the Senior Securities, out of assets legally available for distribution as contemplated by the relevant provisions of the DGCL and applicable law, assuming that the holders of shares of Series B-1 Preferred Stock were entitled to participate with the holders of the Series B Preferred Stock and the exchange their Common Stock in all for securities or other assets of the Corporation (with each share of Series B-1 Preferred Stock entitled to participate on the same basis as one thousand (1,000) shares of Common Stock)property deliverable upon such Liquidation.

Liquidation Preference. (a) In the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation, the holders of shares of Series B-1 Preferred Stock then outstanding shall be entitled to be paid out whether voluntary or involuntary, before any payment or distribution of the assets of the Corporation available (whether capital or surplus) shall be made to or Set Apart for distribution Payment for the holders of Junior Shares, the holders of the Series A Preferred Shares shall be entitled to its stockholders receive $1,000.00 per Series A Preferred Share (as may be adjusted for stock splits, recapitalizations, combinations, reclassifications and similar events which affect the Series A Preferred Shares) plus an amount in cash equal to the greater of all dividends (i) the Stated Value whether or not declared), including any amount due under Section 5(b), accrued and (ii) the Common Stock Liquidation Amount (as defined below) for each share of Series B-1 Preferred Stock outstanding plus all declared but unpaid dividends thereon to the date fixed for liquidation, before any payment shall be made or any assets distributed of final distribution to the such holders; but such holders of any of the Junior Securities (the " Liquidation Preference"); provided, however, that the holders of outstanding shares of Series B-1 Preferred Stock shall not be entitled to receive such liquidation any further payment. After payment until to the liquidation payments on all outstanding shares holders of Senior Securities the Series A Preferred Shares of the full preferential amount to which they are entitled, as described above, the holders of the Series A Preferred Shares, as such, shall have been paid in fullno right or claim to any of the remaining assets of the Corporation. If If, upon any liquidation, dissolution or winding up of the Corporation, the assets of the Corporation are not sufficient Corporation, or proceeds thereof, distributable among the holders of the Series A Preferred Shares shall be insufficient to pay in full the liquidation preferential amount aforesaid and liquidating payments payable to on any other shares of any class or series of Parity Shares, then such assets, or the proceeds thereof, shall be distributed among the holders of outstanding shares of Series B-1 A Preferred Stock, then the holders of all Shares and any such shares shall share other Parity Shares ratably in such distribution of assets in accordance with the full respective preferential amounts that would be payable on such shares of Series B-1 A Preferred Stock Shares and any such other Parity Shares if all amounts payable thereon were paid in full. (b) For the purposes of this Section 4, "Common Stock Liquidation Amount" means the amount, if any, that each outstanding share (i) a consolidation or merger of Series B-1 Preferred Stock would be entitled to receive following the payment by the Corporation with one or more corporations, real estate investment trusts or other entities, (ii) a sale, lease or transfer of any liquidation preferences with respect all or substantially all of the Corporation’s assets or (iii) a statutory share exchange shall not be deemed to be a liquidation, dissolution or winding up, voluntary or involuntary, of the Corporation. (b) Subject to the Senior Securities, out rights of assets legally available for distribution as contemplated by the relevant provisions of the DGCL and applicable law, assuming that the holders of shares of Series B-1 Preferred Stock were entitled any Parity Shares, after payment shall have been made in full to participate with the holders of the Series B A Preferred Stock Shares, as provided in this Section 4, any other series or class or classes of Junior Shares shall, subject to the respective terms and provisions (if any) applying thereto, be entitled to receive any and all assets remaining to be paid or distributed, and the Common Stock in all other assets holders of the Corporation (with each share of Series B-1 A Preferred Stock Shares shall not be entitled to participate on the same basis as one thousand (1,000) shares of Common Stock)share therein.

Liquidation Preference. (a) In the event of Upon any voluntary or involuntary liquidation, dissolution or winding up of the affairs Company, whether voluntary or involuntary (a “Liquidation Event”), and subject to the provisions of the Corporation, the holders of shares of Series B-1 Preferred Stock then outstanding shall be entitled to be paid out of the assets of the Corporation available for distribution to its stockholders an amount in cash equal to the greater of applicable Law: (i) the Stated Value and (ii) the Common Stock Liquidation Amount (as defined below) for each share of Series B-1 Preferred Stock outstanding plus all declared but unpaid dividends thereon to the date fixed for liquidation, before Before any distribution or payment shall be made or any assets distributed to the holders of any of the Junior Securities (the " Liquidation Preference"); providedOrdinary Shares, howeverSeries A Preferred Shares or Series B Preferred Shares, that the holders of outstanding shares each holder of Series B-1 C Preferred Stock Shares shall not be entitled to receive receive, on a pari passu basis, an amount per Series C Preferred Share then held by such liquidation payment until holder (the liquidation payments on all outstanding shares “Series C Preference Amount”) equal to the Series C Original Issue Price of Senior Securities shall such Series C Preferred Share, plus any dividends which have been paid declared (but which remain unpaid) in fullrespect of such Preferred Share. If If, upon any such liquidation, the assets of the Corporation are not sufficient Company shall be insufficient to pay make payment of the foregoing Series C Preference Amount in full on all Series C Preferred Shares, then such assets shall be distributed among the liquidation payments holders of Series C Preferred Shares, ratably in proportion to the full amounts to which they would otherwise be respectively entitled thereon. (ii) After distribution or payment in full of the amount distributable or payable on the Series C Preferred Shares pursuant to Section 10.1(i) and before any distribution or payment shall be made to the holders of outstanding shares any Ordinary Shares and Series A Preferred Shares, each holder of Series B-1 B Preferred StockShares shall be entitled to receive, on a pari passu basis, an amount per Series B Preferred Share then held by such holder (the “Series B Preference Amount”) equal to the Series B Original Issue Price of such Series B Preferred Share, plus any dividends which have been declared (but which remain unpaid) in respect of such Preferred Share. If, upon any such liquidation, the assets of the Company shall be insufficient to make payment of the foregoing Series B Preference Amount in full on all Series B Preferred Shares, then such assets shall be distributed among the holders of all such shares shall share Series B Preferred Shares, ratably in such distribution of assets in accordance with proportion to the full respective preferential amounts that to which they would otherwise be respectively entitled thereon. (iii) After distribution or payment in full of the amount distributable or payable on such shares the Series C Preferred Shares pursuant to Section 10.1(i) and the Series B Preferred Shares pursuant to Section 10.1(ii) and before any distribution or payment shall be made to the holders of any Ordinary Shares and Series A-1 Preferred Share, each holder of Series B-1 A-2 Preferred Stock if all amounts payable thereon were paid in full. (b) For the purposes of this Section 4, "Common Stock Liquidation Amount" means the amount, if any, that each outstanding share of Series B-1 Preferred Stock would Shares shall be entitled to receive following receive, on a pari passu basis, an amount per Series A-2 Preferred Share then held by such holder (the payment by the Corporation of any liquidation preferences with respect “Series A-2 Preference Amount”) equal to the Senior SecuritiesSeries A-2 Original Issue Price of such Series A-2 Preferred Share, out plus any dividends which have been declared (but which remain unpaid) in respect of such Series A-2 Preferred Share. If, after distribution or payment in full of the amount distributable or payable on the Series C Preferred Shares and the Series B Preferred Shares pursuant to Sections 10.1(i) and 10.2(ii), respectively, the remaining assets legally of the Company available for distribution as contemplated by the relevant provisions shall be insufficient to make payment of the DGCL and applicable lawforegoing Series A-2 Preference Amount in full on all Series A-2 Preferred Shares, assuming that then such assets shall be distributed among the holders of shares Series A-2 Preferred Shares, ratably in proportion to the full amounts to which they would otherwise be respectively entitled thereon. (iv) After distribution or payment in full of the amount distributable or payable on the Series A-2 Preferred Shares pursuant to Section 10.1(iii), and before any distribution or payment to the holders of Ordinary Shares, each holder of Series B-1 A-1 Preferred Stock were Shares shall be entitled to participate with receive, on a pari passu basis, an amount per Series A-1 Preferred Share then held by such holder (the “Series A-1 Preference Amount”) equal to the Series A-1 Original Issue Price of such Series A-1 Preferred Share, plus any dividends which have been declared (but which remain unpaid) in respect of such Series A-1 Preferred Share. If, after distribution or payment in full of the amount distributable or payable on the Series A-2 Preferred Shares pursuant to Section 10.1(iii), the remaining assets of the Company available for distribution shall be insufficient to make payment of the foregoing Series A-1 Preference Amount in full on all Series A-1 Preferred Shares, then such assets shall be distributed among the holders of Series A-1 Preferred Shares, ratably in proportion to the full amounts to which they would otherwise be respectively entitled thereon. (v) After distribution or payment in full of the amount distributable or payable on the Preferred Shares pursuant to Section 10.1(i), Section 10.1(ii), Section 10.1(iii) and Section 10.1(iv), the remaining assets of the Company available for distribution to the Shareholders shall be distributed ratably among the holders of the Series B outstanding Preferred Stock Shares (treating for this clause (v) all Preferred Shares as if they had been converted into Ordinary Shares immediately prior to such liquidation, dissolution or winding up of the Company) and the Common Stock in all other assets of the Corporation (with each share of Series B-1 Preferred Stock entitled to participate on the same basis as one thousand (1,000) shares of Common Stock)outstanding Ordinary Shares.

Liquidation Preference. (a) In Upon any Liquidation Event, each Preferred Share entitles the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation, the holders of shares of Series B-1 Preferred Stock then outstanding shall be entitled Holder thereof to receive and to be paid out of the assets of the Corporation Company legally available for distribution to its stockholders the Company's stockholders, before any distribution or payment may be made to a holder of any Junior Securities, an amount in cash per share equal to the greater of of: (i) 150% of the Stated Value sum of (A) the Purchase Price, plus (B) all accrued and unpaid Dividends (including, without limitation, accrued and unpaid Cash Dividends and accrued and unpaid Accreting Dividends for the then current Dividend Period), if any, on such share to the extent not included in the Purchase Price (such sum, after the 150% multiplier and as adjusted, the "Regular Liquidation Preference"), and (ii) an amount equal to the amount the Holder of such share would have received upon such Liquidation Event had such Holder converted such Preferred Share into Common Stock Liquidation Amount (as defined below) for each share of Series B-1 Preferred Stock outstanding plus all declared but unpaid dividends thereon or Reference Property, to the date fixed for liquidation, before any payment shall be made or any assets distributed to the holders of any of the Junior Securities extent applicable) immediately prior thereto (the "Participating Liquidation Preference," and such greater amount, the "Liquidation Preference"); provided. (b) If upon any such Liquidation Event, however, that the holders of outstanding shares of Series B-1 Preferred Stock shall not be entitled to receive such liquidation payment until the liquidation payments on all outstanding shares of Senior Securities shall have been paid in full. If the assets of the Corporation Company legally available for distribution to the Company’s stockholders are not sufficient insufficient to pay in the Holders the full the liquidation payments payable to the holders of outstanding shares of Series B-1 Preferred Stock, then Liquidation Preference and the holders of all Parity Securities the full liquidation preferences to which they are entitled, the Holders and the holders of such shares shall Parity Securities will share ratably in any such distribution of the assets of the Company in accordance with proportion to the full respective preferential amounts to which they are entitled. (c) After payment to the Holders of the full Liquidation Preference to which they are entitled, the Holders as such will have no right or claim to any of the assets of the Company. (d) The value of any property not consisting of cash that would be payable is distributed by the Company to the Holders will equal the Fair Market Value thereof on such shares the date of Series B-1 distribution. (e) No holder of Junior Securities shall receive any cash upon a Liquidation Event unless the entire Liquidation Preference in respect of the Preferred Stock if all amounts payable thereon were Shares has been paid in fullcash. (b) For To the purposes extent that there is insufficient cash available to pay the entire Liquidation Preference in respect of this Section 4, "Common Stock Liquidation Amount" means the amount, if any, that each outstanding share of Series B-1 Preferred Stock would be entitled to receive following the payment by the Corporation of Shares and any liquidation preferences with preference in respect to of Parity Securities in full in cash upon a Liquidation Event, the Senior Securities, out Holders and the holders of assets legally such Parity Securities will share ratably in any cash available for distribution as contemplated by in proportion to the relevant provisions of the DGCL and applicable law, assuming that the holders of shares of Series B-1 Preferred Stock were full respective amounts to which they are entitled to participate with the holders of the Series B Preferred Stock and the Common Stock in all other assets of the Corporation (with each share of Series B-1 Preferred Stock entitled to participate on the same basis as one thousand (1,000) shares of Common Stock)upon such Liquidation Event.

Liquidation Preference. (a) In the event of any voluntary Liquidation, after payment or involuntary liquidation, dissolution or winding up provision for payment by the Company of the affairs debts and other liabilities of the CorporationCompany and the liquidation preference of any Senior Securities, the holders of shares of Series B-1 Preferred Stock then outstanding each Holder shall be entitled to be paid out of the assets of the Corporation available for distribution to its stockholders receive an amount in cash equal to the greater of (i) the Stated Value and (ii) the Common Stock Liquidation Amount (as defined below) for each share of the then outstanding Series B-1 B Preferred Stock outstanding held by such Holder equal to the Stated Value per share plus an amount equal to all declared accrued but unpaid dividends thereon thereon, whether or not earnings are available in respect of such dividends or such dividends have been declared, to and including the date full payment is tendered to the date fixed for liquidation, Holders with respect to such Liquidation and no more (such amount being referred to herein as the "Liquidation Preference") before any payment distribution shall be made or any assets distributed to the holders of any Junior Securities upon the Liquidation of the Junior Securities (Company. In case the " assets of the Company available for payment to the Holders are insufficient to pay the full Liquidation Preference"); provided, however, that the holders of outstanding shares of Series B-1 Preferred Stock shall not be entitled to receive such liquidation payment until the liquidation payments Preference on all outstanding shares of Senior the Series B Preferred Stock and all outstanding Parity Securities shall have been paid in full. If the amounts to which the holders of such shares are entitled, then the entire assets of the Corporation are not sufficient to pay in full the liquidation payments payable Company available for payment to the holders of outstanding shares of Series B-1 Preferred Stock, then Holders will be distributed ratably among the holders of all such shares shall share ratably in such distribution of assets in accordance with the full respective preferential amounts that would be payable on such shares of Series B-1 Preferred Stock if all amounts payable thereon were paid in full. (b) For the purposes of this Section 4, "Common Stock Liquidation Amount" means the amount, if any, that each outstanding share of Series B-1 Preferred Stock would be entitled to receive following the payment by the Corporation of any liquidation preferences with respect to the Senior Securities, out of assets legally available for distribution as contemplated by the relevant provisions of the DGCL and applicable law, assuming that the holders of shares of Series B-1 Preferred Stock were entitled to participate with the holders Holders of the Series B Preferred Stock and the Common Stock in all other assets holders of the Corporation (with each share Parity Securities, based upon the aggregate amount due on such shares upon Liquidation. Written notice of any Liquidation of the Company, stating a payment date and the place where the distributable amounts shall be payable, shall be given by mail, postage prepaid, not less than 30 days prior to the payment date stated therein, to the Holders of record of the Series B-1 B Preferred Stock entitled to participate Stock, if any, at their respective addresses as the same shall appear on the same basis as one thousand (1,000) shares books of Common Stock)the Company.

Liquidation Preference. (a) In the event of any voluntary or involuntary liquidation, dissolution or winding winding-up of the affairs of the Corporation, the holders of shares of Series B-1 Preferred Stock then outstanding shall be entitled to be paid out whether voluntary or involuntary, after payment or distribution of the assets of the Corporation available (whether capital or surplus) shall be made to or set apart for the holders of Senior Securities, and before any payment or distribution of the assets of the Corporation (whether capital or surplus) shall be made to its stockholders or set apart for the holders of Junior Securities, the holders of the shares of Series G Preferred Stock and Series H Preferred Stock taken together shall be entitled to receive an amount in cash equal to the greater of (ix) the Stated Value and (ii) the Common Stock aggregate Liquidation Amount Preferences (as defined belowset forth herein and in the Series H Designation) for each share of Series B-1 Preferred Stock outstanding plus all declared but unpaid dividends thereon to the date fixed for liquidation, before any payment shall be made or any assets distributed to the holders of any of the Junior Securities (the " Liquidation Preference"); provided, however, that the holders of outstanding shares of Series B-1 G Preferred Stock shall not be entitled and Series H Preferred Stock as of the date of liquidation, or (y) the aggregate amount that would have been received with respect to receive such liquidation payment until the liquidation payments on all outstanding shares of Senior Securities shall have Series G Preferred Stock and Series H Preferred Stock if such stock had been paid in fullconverted to Common Stock immediately prior to such liquidation, dissolution or winding-up. If If, upon any liquidation, dissolution or winding-up of the Corporation, the assets of the Corporation are not sufficient Corporation, or proceeds thereof, shall be insufficient to pay in full the liquidation aforesaid amounts under clause (x) of the preceding sentence and liquidating payments payable to on all Parity Securities, then such assets, or proceeds thereof, shall (i) be distributed among the holders of outstanding shares of Series B-1 G Preferred Stock, then Stock and the holders of Series H Preferred Stock taken together and all such shares shall share other Parity Securities ratably in such distribution of assets in accordance with the full respective preferential amounts that would be payable on such shares of Series B-1 Preferred Stock and any such other Parity Securities if all amounts payable thereon were paid in fullfull and (ii) the amount distributable under clause (i) to the Series G Preferred Stock and Series H Preferred Stock taken together, shall first be distributed to the Series G Preferred Stock until it has received an amount equal to the aggregate Preference Amounts of all Series G Preferred Stock outstanding as of the date of liquidation and thereafter 37.5% to the Series G Preferred Stock and 62.5% to the Series H Preferred Stock. If, upon any liquidation, dissolution or winding-up of the Corporation, the assets of the Corporation, or proceeds thereof, distributable to the Series G Preferred Stock and Series H Preferred Stock taken together shall be sufficient to pay in full the aforesaid amounts under clause (bx) of the first sentence of this subsection 5(a) then such amount shall first be distributed to the Series G Preferred Stock until it has received an amount equal to the aggregate Preference Amounts of all Series G Preferred Stock outstanding as of the date of liquidation and thereafter 37.5% to the Series G Preferred Stock and 62.5% to the Series H Preferred Stock. Any amounts distributed with respect to the Series G Preferred Stock pursuant to this paragraph 5(a) shall be allocated pro rata among the shares of Series G Preferred Stock. For the purposes of this Section 4paragraph 5, "Common Stock Liquidation Amount" means neither the amountsale, if anyconveyance, that each outstanding share exchange or transfer (for cash, shares of Series B-1 Preferred Stock would be entitled to receive following stock, securities or other consideration) of all or substantially all of the payment by property or assets of the Corporation nor the consolidation or merger of any liquidation preferences the Corporation with respect or into one or more other entities shall be deemed to be a liquidation, dissolution or winding-up of the Corporation. (b) Subject to the Senior Securities, out rights of assets legally available for distribution as contemplated by the relevant provisions of the DGCL and applicable law, assuming that the holders of shares of Series B-1 Preferred Stock were entitled any Parity Securities, after payment shall have been made in full to participate with the holders of the Series B G Preferred Stock and the Common Series H Preferred Stock taken together, as provided in this paragraph 5, any other series or class or classes of Junior Securities shall, subject to the respective terms and provisions (if any) applying thereto, be entitled to receive any and all other assets remaining to be paid or distributed, and the holders of the Corporation (with each share of Series B-1 G Preferred Stock, Series H Preferred Stock and any Parity Securities shall not be entitled to participate on the same basis as one thousand (1,000) shares of Common Stock)share therein.

Liquidation Preference. Section H 2 of the Shareholders’ Agreement, as amended by § 19 (aLiquidation Preference) of the 1st Amendment, shall be amended and replaced by the following provisions: “In the event of any of the following (each a “Liquidation Event” or “Deemed Liquidation Event”): a) a bankruptcy, voluntary or involuntary liquidation, dissolution or winding up of the affairs Company; b) a (partial) sale (at least 50 %) of the CorporationShares of the Company including the sale triggering a co-sale right as defined in section F 3 of the Shareholders’ Agreement, as amended by § 14 of the 1st Amendment and § 12 of the 2nd Amendment, a drag-along as defined in section F 4 of the Shareholders’ Agreement; c) a sale of at least 75 % of all assets (including intellectual property rights) in terms of the Fair Market Value of the Company; d) a merger, consolidation or acquisition, or any other event involving the Company, pursuant to which the shareholders of the Company will have less than 50.1 % of the voting power of the acquiring company or pursuant to which the Company is not the surviving entity; e) a reverse take-over; the proceeds will be allocated among the Shareholders as follows: (i) First, each of the holders of Series E Preferred Shares shall be entitled to receive, prior to and in preference to all other Shares, an amount equal to 1.33 times (subject to proportional adjustments for stock splits, subdivisions and the like) the paid in total investment (total issue price plus additional payments and contributions to the capital reserves of the Company pursuant to § 272 (2) HGB including, for the avoidance of doubt, the nominal amount of the principal of the Loans assigned to the Company and any and all interest accrued thereon) on his Series E Preferred Shares, in each case plus an amount representing 6 % p.a. IRR on the respective paid in total investment calculated as from and starting with the respective payment thereof to the Company, compounded quarterly in arrears; If there are insufficient proceeds to pay the liquidation preference amount to the holders of Series E Preferred Shares in full, the amount available will be paid on a pro rata basis between the holders of Series E Preferred Shares in proportion to the maximum amounts the holders of Series E Preferred Shares would be entitled to if the proceeds were sufficient to pay the liquidation preference amount to the holders of Series E Preferred Shares in full; (ii) thereafter, each of the holders of Series D Preferred Shares shall be entitled to receive, prior to and in preference to the Common Shares, an amount equal to 1.33 times (subject to proportional adjustments for stock splits, subdivisions and the like) the paid in total investment (total issue price plus additional payments and contributions to the capital reserves of the Company pursuant to § 272 (2) HGB including, for the avoidance of doubt, the nominal amount of the principal of the loans assigned to the Company and any and all interests accrued thereon) on his Series D Preferred Shares (including on Shares which were converted into or are deemed to be Series D Preferred Shares), in each case plus an amount representing 6 % p.a. IRR on the respective paid in total investment calculated as from and starting with the respective payment thereof to the Company, compounded quarterly in arrears, provided that with respect to the paid in total investment on the former Series A Preferred Shares such IRR shall be calculated only as from and starting with 27 March 2007; If the proceeds remaining after payment of the liquidation preference amount to the holders of Series E Preferred Shares pursuant to (i) above in full are insufficient to pay the liquidation preference amount to the holders of Series D Preferred Shares in full, the proceeds remaining after payment of the liquidation preference amount to the holders of Series E Preferred Shares pursuant to (i) above in full will be paid on a pro rata basis between the holders of Series D Preferred Shares in proportion to the maximum amounts the holders of Series D Preferred Shares would be entitled to if the proceeds remaining after payment of the liquidation preference amount to the holders of Series E Preferred Shares pursuant to (i) above in full were sufficient to pay the liquidation preference amount to the holders of Series D Preferred Shares in full; and (iii) thereafter, the holders of shares of Series B-1 E Preferred Stock then outstanding shall be entitled to be paid out of the assets of the Corporation available for distribution to its stockholders an amount in cash equal to the greater of (i) the Stated Value Shares and (ii) the Common Stock Liquidation Amount (as defined below) for each share of Series B-1 Preferred Stock outstanding plus all declared but unpaid dividends thereon to the date fixed for liquidation, before any payment shall be made or any assets distributed to the holders of Series D Preferred Shares shall receive any of the Junior Securities (the " Liquidation Preference"); provided, however, that the holders of outstanding shares of Series B-1 Preferred Stock shall not be entitled to receive such liquidation payment until the liquidation payments remaining funds on all outstanding shares of Senior Securities shall have been paid in full. If the assets of the Corporation are not sufficient to pay in full the liquidation payments payable to the holders of outstanding shares of Series B-1 Preferred Stock, then the holders of all such shares shall share ratably in such distribution of assets in accordance with the full respective preferential amounts that would be payable on such shares of Series B-1 Preferred Stock if all amounts payable thereon were paid in full. (b) For the purposes of this Section 4, "Common Stock Liquidation Amount" means the amount, if any, that each outstanding share of Series B-1 Preferred Stock would be entitled to receive following the payment by the Corporation of any liquidation preferences with respect to the Senior Securities, out of assets legally available for distribution as contemplated by the relevant provisions of the DGCL and applicable law, assuming that the holders of shares of Series B-1 Preferred Stock were entitled to participate a pari passu basis with the holders of Common Shares on an as-if converted basis. The total investment amount for former Series A Preferred Shares and Series B Preferred Shares issued to former silent partners (in the meaning of § 230 HGB) to be considered as a basis for the above liquidation preference and IRR shall be limited to EUR 500,000.00 each. In the event the return of capital to tbg out of the converted share position (Part D.4 of the Series B Investment Agreement) shall be less than EUR 1,750,000.00 for tbg, tbg will receive a minimum return. The minimum return is defined as the return tbg would receive if tbg would have invested the amount of EUR 1,750,000.00 in Series B Preferred Stock Shares up to a maximum return of EUR 1,750,000.00. The risk of fulfilling this downside protection shall be borne by the Series B investors on a pro rata basis and covers the difference between the calculated actual returns for tbg based upon its converted share position (Part D.4 of the Series B Investment Agreement) and the Common Stock minimum return. Annex 7 to the Shareholders’ Agreement contains an exemplary calculation. The holders of Series E Preferred Shares and the holders of Series D Preferred Shares are entitled to the same preference with respect to sale proceeds in all other assets case of a sale of Shares in the course of a single or a partial sales transaction or a series of related transactions (in particular as a result of the Corporation (with each share exercise of Series B-1 Preferred Stock entitled to participate on co-sale rights, drag along rights and rights of first refusal as described in the same basis Shareholders’ Agreement, as one thousand (1,000amended by the 1st Amendment and the 2nd Amendment) shares or in case of Common Stock)a transformation of the Company except for conversions of the Company’s legal form of organization.”

Liquidation Preference. (a) In the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs Company, whether voluntary or involuntary, all assets and funds of the CorporationCompany legally available for distribution to the Members (after satisfaction of all creditors’ claims and claims that may be preferred by law) shall be distributed to the Members of the Company as follows: (i) First, each holder of the holders of shares of Series B-1 B Preferred Stock then outstanding Shares shall be entitled to be paid out receive for each Series B Preferred Share held by such holder, on parity with each other and prior and in preference to any distribution of any of the assets or funds of the Corporation available for distribution Company to its stockholders the holders of any other class or series of shares by reason of their ownership of such shares, the higher of (a) the amount equal to 100% of the Series B Nominal Issue Price, plus an amount in cash equal accruing thereon daily at a rate of 10% per annum, compounding annually, beginning on the First Closing Date and to the greater of (i) date the Stated Value and (ii) liquidator pays the Common Stock Liquidation Series B Preference Amount (as defined below), and (b) for the amount that such holder of the Series B Preferred Share would have received if, immediately prior to the liquidation, dissolution or winding up of the Company, such Series B Preferred Share had been converted into the then applicable number of Ordinary Shares, in each share of Series B-1 Preferred Stock outstanding case plus all declared but unpaid dividends thereon to on such Series B Preferred Share (collectively, the date fixed for liquidation, before any payment shall be made or any assets distributed to the holders of any of the Junior Securities (the " Liquidation Preference"“Series B Preference Amount”); provided, however, that the holders of outstanding shares of Series B-1 Preferred Stock shall not be entitled to receive such liquidation payment until the liquidation payments on all outstanding shares of Senior Securities shall have been paid in full. If the assets of the Corporation are not sufficient to pay in full the liquidation payments payable to the holders of outstanding shares of Series B-1 Preferred Stock, then the holders of all such shares shall share ratably in such distribution of assets in accordance with the full respective preferential amounts that would be payable on such shares of Series B-1 Preferred Stock if all amounts payable thereon were paid in full. (b) For the purposes of this Section 4, "Common Stock Liquidation Amount" means the amount, if any, that each outstanding share of Series B-1 Preferred Stock would be entitled to receive following the payment by the Corporation of any liquidation preferences with respect to the Senior Securities, out of assets legally available for distribution as contemplated by the relevant provisions of the DGCL and applicable law, assuming that the holders of shares of Series B-1 Preferred Stock were entitled to participate with funds thus distributed among the holders of the Series B Preferred Stock and Shares shall be insufficient to permit the Common Stock in all other assets payment to such holders of the Corporation full Series B Preference Amount, then the entire assets and funds of the Company legally available for distribution shall be distributed ratably among the holders of the Series B Preferred Shares in proportion to the aggregate Series B Preference Amount each such holder is otherwise entitled to receive pursuant to this subparagraph (i). (ii) Second, each holder of the Series A Preferred Shares shall be entitled to receive for each Series A Preferred Share held by such holder, on parity with each share other and prior and in preference to any distribution of any of the assets or funds of the Company to the holders of any other class or series of shares by reason of their ownership of such shares, the higher of (a) the amount equal to 100% of the Series B-1 A Issue Price, plus an amount accruing thereon daily at a rate of 8% per annum, compounding annually, beginning on the Series A Issue Date and to the date the liquidator pays the Series A Preference Amount (as defined below), and (b) the amount that such holder of the Series A Preferred Stock Share would have received if, immediately prior to the liquidation, dissolution or winding up of the Company, such Series A Preferred Share had been converted into the then applicable number of Ordinary Shares, in each case plus all declared but unpaid dividends on such Series A Preferred Share (collectively, the “Series A Preference Amount”). If the assets and funds thus distributed among the holders of the Series A Preferred Shares shall be insufficient to permit the payment to such holders of the full Series A Preference Amount, then the entire assets and funds of the Company legally available for distribution shall be distributed ratably among the holders of the Series A Preferred Shares in proportion to the aggregate Series A Preference Amount each such holder is otherwise entitled to participate receive pursuant to this subparagraph (ii). (iii) Third, Chuangrui shall be entitled to receive for each Ordinary Share held by Chuangrui, on parity with each other and prior and in preference to any distribution of any of the assets or funds of the Company to the holders of any other class or series of shares by reason of their ownership of such shares, the Consideration Per Share plus an amount accruing thereon daily at a rate of 10% per annum, compounding annually, beginning on the same basis Initial Completion Date (for Ordinary Shares held by Chuangrui which are allotted and issued on the Initial Completion Date) and/or Second Completion Date (for Ordinary Shares held by Chuangrui which are allotted and issued on the Second Completion Date) and/or Third Completion Date (for Ordinary Shares held by Chuangrui which are allotted and issued on the Third Completion Date) in each case, up to the date the liquidator pays the Chuangrui Preference Amount (as one thousand defined below), plus any declared but unpaid dividends on such Ordinary Shares held by Chuangrui (1,000the “Chuangrui Preference Amount”). If the assets and funds thus distributed to Chuangrui shall be insufficient to permit the payment, then the entire assets and funds of the Company legally available for distribution shall be distributed ratably to Chuangrui. (iv) shares If there are any assets or funds remaining after the aggregate Series B Preference Amount, Series A Preference Amount and Chuangrui Preference Amount have been distributed or paid in full to the applicable holders pursuant to the above clauses, the remaining assets and funds of Common Stock)the Company available for distribution to the Members shall be distributed ratably among all the holders of Ordinary Shares (other than Chuangrui) according to the relative number of Ordinary Shares held by such holders of Ordinary Shares.

Liquidation Preference. (a) In the event of any Liquidation, either voluntary or involuntary liquidationinvoluntary, dissolution or winding up of the affairs of the Corporation, distributions to the holders of shares of Series B-1 the Preferred Stock then outstanding shall be made in the following manner: 4.1.1. Each holder of Preferred Stock shall be entitled to be paid out receive, after distribution of any of the assets of the Corporation available for to the holders of any other series or class of capital stock of the Corporation ranking senior to the Preferred Stock with respect to the Liquidation ("Senior Stock"), pro rata with any shares of Parity Stock (in proportion to their respective liquidation preferences) and prior and in preference to any distribution of any of the assets of the Corporation to its stockholders the holders of any shares of Junior Stock, by reason of their ownership of such stock, an amount in cash per share of Preferred Stock held by such holder (the "Liquidation Amount") equal to the greater of (i) the Stated Value Preference Amount as of the date of the Liquidation and (ii) the amount such holder would be entitled to receive with respect to the Liquidation if such share had been converted immediately prior to the effectiveness of the Liquidation into shares of Common Stock Liquidation Amount (as defined below) for each share of Series B-1 Preferred Stock outstanding plus all declared but unpaid dividends thereon pursuant to the date fixed for liquidation, before provisions of Section 6 hereof. If after distribution of any payment shall be made or any of the assets distributed of the Corporation to the holders of any shares of Senior Stock, the assets of the Junior Securities (Corporation shall be insufficient to permit the " Liquidation Preference"); provided, however, that payment in full to the holders of outstanding the Preferred Stock of the full Liquidation Amount and the payment in full to the holders of any shares of Series B-1 Parity Stock of the liquidation preference applicable to such Parity Stock, then the entire remaining assets of the Corporation legally available for distribution shall be distributed ratably among the holders of Preferred Stock and Parity Stock, to the exclusion of any Junior Stock, in accordance with the respective amounts which would be payable in respect of the shares held by each of them upon such distribution if all amounts payable on or in respect of such shares were paid in full. 4.1.2. After payment has been made to the holders of Preferred Stock of the full amount to which they are entitled pursuant to Section 4.1.1, the holders of Preferred Stock shall not be entitled to receive such liquidation payment until the liquidation payments on all outstanding shares any further distributions of Senior Securities shall have been paid in full. If the assets of the Corporation are not sufficient to pay in full the liquidation payments payable to the holders of outstanding shares of Series B-1 Preferred Stock, then the holders of all such shares shall share ratably in such distribution of assets in accordance with the full respective preferential amounts that would be payable on such shares of Series B-1 Preferred Stock if all amounts payable thereon were paid in full. (b) For the purposes of this Section 4, "Common Stock Liquidation Amount" means the amount, if any, that each outstanding share of Series B-1 Preferred Stock would be entitled to receive following the payment by the Corporation of any liquidation preferences with respect to the Senior Securities, out Liquidation. 4.1.3. The Corporation shall give written notice of assets legally available for distribution as contemplated by the relevant provisions a Liquidation to each holder of the DGCL and applicable law, assuming that the holders record of shares of Series B-1 Preferred Stock were entitled at least 30 days prior to participate with the holders of date for payment or distribution to stockholders stated in the Series B Preferred Stock and the Common Stock in all other assets of the Corporation (with each share of Series B-1 Preferred Stock entitled to participate on the same basis as one thousand (1,000) shares of Common Stock)Corporation's notice.

Liquidation Preference. (a) In the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs Corporation (a “Liquidation Event”) or Deemed Liquidation Event, unless the Requisite Holders, at a meeting of the CorporationHolders voting as a separate class or acting by written consent, elect that a transaction is not a Deemed Liquidation Event, the holders Holders of shares each share of Series B-1 A Preferred Stock then outstanding shall be entitled to be paid a liquidation preference out of the assets of the Corporation available for distribution to its stockholders (including, in the case of a Deemed Liquidation Event, in the same form(s) of property offered as the consideration in such Deemed Liquidation Event (net of any retained liabilities associated with the assets sold or technology licensed, as determined in good faith by the Board)): (i) after payment, and subordinate to, the full payment then owed to the holders of Senior Securities then outstanding, if any; (ii) before any payment shall be made to the holders of Junior Securities by reason of their ownership thereof, and (iii) pari passu with the holders of shares of Parity Securities on a pro rata basis (as provided in Section 4 of this Certificate of Designation) in an amount in cash per share equal to the greater of (iA) the Stated Value Original Issue Price, plus any unpaid Accrued Dividends and (iiB) the Common Stock Liquidation Amount (such amount per share as defined below) for each share of Series B-1 Preferred Stock outstanding plus would have been payable had all declared but unpaid dividends thereon to the date fixed for liquidation, before any payment shall be made or any assets distributed to the holders of any of the Junior Securities (the " Liquidation Preference"); provided, however, that the holders of outstanding shares of Series B-1 A Preferred Stock been converted into Class A Common Stock pursuant to Section 8 of this Certificate of Designation immediately prior to such Liquidation Event or Deemed Liquidation Event (the “Liquidation Preference”). The Corporation shall promptly issue a press release disclosing any Liquidation Event or Deemed Liquidation Event, and not less than fifteen (15) days prior to the payment date stated therein. After the payment in full of the amounts provided for in this Section 5, the Holders shall not be entitled to receive such liquidation payment until the liquidation any further payments on all outstanding shares of Senior Securities shall and will have been paid in full. If the assets no right or claim to any of the Corporation are not sufficient to pay Corporation’s remaining assets in full the liquidation payments payable to the holders respect of outstanding shares their ownership of Series B-1 A Preferred Stock, then the holders of all such shares shall share ratably in such distribution of assets in accordance with the full respective preferential amounts that would be payable on such shares of Series B-1 Preferred Stock if all amounts payable thereon were paid in full. (b) For the purposes of this Section 4, "Common Stock Liquidation Amount" means the amount, if any, that each outstanding share of Series B-1 Preferred Stock would be entitled to receive following the payment by the Corporation of any liquidation preferences with respect to the Senior Securities, out of assets legally available for distribution as contemplated by the relevant provisions of the DGCL and applicable law, assuming that the holders of shares of Series B-1 Preferred Stock were entitled to participate with the holders of the Series B Preferred Stock and the Common Stock in all other assets of the Corporation (with each share of Series B-1 Preferred Stock entitled to participate on the same basis as one thousand (1,000) shares of Common Stock).

Liquidation Preference. (a) a. In the event of any liquidation event, either voluntary or involuntary involuntary, the holders of the Preferred Stock shall be entitled to receive pro rata, prior and in preference to any distribution of any of the assets or surplus funds of the Corporation to the holders of the Common by reason of their ownership thereof, with respect to the Series C Preferred, the sum of (i) $5.00 per share for each share of Series C Preferred then held by them and (ii) an amount equal to all declared but unpaid dividends on the Series C Preferred then held by them, with respect to the Series B Preferred, the sum of (i) $4.00 per share for each share of Series B Preferred then held by them and (ii) an amount equal to all declared but unpaid dividends on the Series B Preferred then held by them, and, with respect to the Series A Preferred, the sum of (i) $1.325 per share for each share of Series A Preferred then held by them and (ii) an amount equal to all declared but unpaid dividends on the Series A Preferred then held by them. If, upon the occurrence of such event, the assets and funds thus distributed among the holders of the Preferred Stock shall be insufficient to permit the payment to such holders of the full aforesaid preferential amounts, then the entire assets and funds of the Corporation legally available for distribution shall be distributed ratably among the holders of the Preferred Stock in proportion to the preferential amount each such holder would have been entitled to receive pursuant to this Section 3 if such distribution had been sufficient to permit the full payment of such preferential amount. b. After payment has been made to the holders of the Preferred Stock of the full amounts to which they shall be entitled pursuant to Section 3.a. above, the holders of the Common and Preferred Stock shall be entitled to receive the remaining assets of the Corporation in proportion to the shares of Common Stock then held by them and the shares of Common Stock which they have the right to acquire upon conversion of Preferred Stock until such time as the distributions made to the holders of the Preferred Stock (taken together with all payments made pursuant to Section 3.a. above) equal, with respect to the Series A Preferred, $3.975 per share for each share of Series A Preferred then held by them, with respect to the Series B Preferred, $12.00 per share for each share of Series B Preferred then held by them and, with respect to the Series C Preferred, $15.00 per share for each share of Series C Preferred then held by them. If, upon the occurrence of such event, the assets and funds thus distributed among the holders of the Preferred Stock shall be insufficient to permit the payment to such holders of the full aforesaid preferential amounts, then the entire remaining assets and funds of the Corporation legally available for distribution after payment has been made to the holders of the Preferred Stock of the full amounts to which they shall be entitled pursuant to Section 3.a. above shall be distributed ratably among the holders of the Common and Preferred Stock in proportion to the preferential amount each such holder would have been entitled to receive pursuant to this Section 3 if such distribution had been sufficient to permit the full payment of the preferential amounts under this Section 3.b. to the holders of the Preferred Stock. c. After payment has been made to the holders of the Preferred Stock of the full amounts to which they shall be entitled pursuant to Sections 3.a. and 3.b. above, the holders of the Common shall be entitled to receive all remaining assets of the Corporation in proportion to the shares of Common Stock then held by them. d. For purposes of this Section 3, a liquidation, dissolution or winding up of the affairs Corporation shall be deemed to be occasioned by, or to include, the Corporation's sale of all or substantially all of its assets or the acquisition of this Corporation by another entity by means of merger or consolidation resulting in the exchange of the Corporation, the holders of shares of Series B-1 Preferred Stock then outstanding shall be entitled to be paid out of the assets of the Corporation available for distribution to its stockholders an amount in cash equal to the greater of (i) the Stated Value and (ii) the Common Stock Liquidation Amount (as defined below) for each share of Series B-1 Preferred Stock outstanding plus all declared but unpaid dividends thereon to the date fixed for liquidation, before any payment shall be made or any assets distributed to the holders of any of the Junior Securities (the " Liquidation Preference"); provided, however, that the holders of outstanding shares of Series B-1 Preferred Stock shall not this Corporation for securities or consideration issued, or caused to be entitled to receive such liquidation payment until issued, by the liquidation payments on all outstanding shares of Senior Securities shall have been paid acquiring Corporation or its subsidiary in full. If which the assets stockholders of the Corporation are not sufficient to pay in full the liquidation payments payable to the holders of outstanding shares less than 50% of Series B-1 Preferred Stock, then the holders of all such shares shall share ratably in such distribution of assets in accordance with the full respective preferential amounts that would be payable on such shares of Series B-1 Preferred Stock if all amounts payable thereon were paid in full. (b) For the purposes of this Section 4, "Common Stock Liquidation Amount" means the amount, if any, that each outstanding share of Series B-1 Preferred Stock would be entitled to receive following the payment by the Corporation of any liquidation preferences with respect to the Senior Securities, out of assets legally available for distribution as contemplated by the relevant provisions voting power of the DGCL and applicable law, assuming that the holders of shares of Series B-1 Preferred Stock were entitled to participate with the holders of the Series B Preferred Stock and the Common Stock in all other assets of the Corporation (with each share of Series B-1 Preferred Stock entitled to participate on the same basis as one thousand (1,000) shares of Common Stock)surviving corporation.

Liquidation Preference. (a) In the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation, either voluntary or involuntary, the holders of shares of Series B-1 the 6% Preferred Stock then outstanding shall be entitled to be paid out receive, prior and in preference to any distribution of any assets of the Corporation to the holders of the Common Stock or any other class or series of shares except any class or series which is entitled to priority over the 6% Preferred, the amount of $1,000 per share plus any accrued but unpaid dividends plus any amounts accrued but unpaid under Section 1.4(b)(iv) of the Preferred Stock Investment Agreement under which shares of the 6% Preferred were originally issued (the "Liquidation Preference"). (b) Subject to the last sentence of this Section, a consolidation or merger of the Corporation with or into any other corporation or corporations, or a sale of all or substantially all of the assets of the Corporation, shall at the option of the holders of the 6% Preferred, be deemed a liquidation, dissolution or winding up within the meaning of this Section 2 if the shares of stock of the Corporation available for distribution (along with all derivative securities) outstanding immediately prior to its stockholders such transaction represent immediately after such transaction less than a majority of the voting power of the surviving corporation (or of the acquirer of the Corporation's assets in the case of a sale of assets). Such option may be exercised by the vote or written consent of holders of a majority of the 6% Preferred at any time within thirty calendar days after written notice of the essential terms of such transaction shall have been given to the holders of the 6% Preferred as provided in Section 5 hereof. Such notice shall be given by the Corporation immediately following determination of such essential terms. If such option is exercised, the holders of the 6% Preferred shall be entitled to receive, in cash, immediately upon the occurrence of such transaction, an amount in cash per share equal to the greater Liquidation Preference. This Section shall not apply to a business combination in which substantially all the Common Stock of the Corporation is converted into or exchanged for voting common stock of the corporation surviving such business combination, if (i) such common stock of the Stated Value surviving corporation is listed and traded on the NASDAQ National Market, the American Stock Exchange or the New York Stock Exchange, and (ii) the Common Stock Liquidation Amount (as defined below) for each share Board of Series B-1 Preferred Stock outstanding plus all declared but unpaid dividends thereon to the date fixed for liquidation, before any payment shall be made or any assets distributed to the holders of any of the Junior Securities (the " Liquidation Preference"); provided, however, that the holders of outstanding shares of Series B-1 Preferred Stock shall not be entitled to receive such liquidation payment until the liquidation payments on all outstanding shares of Senior Securities shall have been paid in full. If the assets Directors of the Corporation determines in good faith that the conversion rights and other rights and preferences of the 6% Preferred are preserved and not sufficient to pay in full the liquidation payments payable to the holders rendered of outstanding shares of Series B-1 Preferred Stock, then the holders of all such shares shall share ratably in such distribution of assets in accordance with the full respective preferential amounts that would be payable on such shares of Series B-1 Preferred Stock if all amounts payable thereon were paid in full. (b) For the purposes of this Section 4, "Common Stock Liquidation Amount" means the amount, if any, that each outstanding share of Series B-1 Preferred Stock would be entitled to receive following the payment less value by the Corporation terms of any liquidation preferences with respect to the Senior Securities, out of assets legally available for distribution as contemplated by the relevant provisions of the DGCL and applicable law, assuming that the holders of shares of Series B-1 Preferred Stock were entitled to participate with the holders of the Series B Preferred Stock and the Common Stock in all other assets of the Corporation (with each share of Series B-1 Preferred Stock entitled to participate on the same basis as one thousand (1,000) shares of Common Stock)such business combination.

Liquidation Preference. (a) In the event of Upon any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the CorporationCorporation (each a “Liquidation Event”), the holders of shares of Series B-1 B Preferred Stock then outstanding shall be are entitled to be paid out of the assets of the Corporation legally available for distribution to its stockholders an amount in cash stockholders, after payment or provision of the debts and other liabilities of the Corporation and after any payment due to the holders of shares of the Series A Preferred Stock and any class or series of capital stock of the Corporation ranking senior to the Series B Preferred Stock as to dividends, a liquidation preference equal to the greater sum of the following (collectively, the “Liquidation Preference”): (i) the Stated Value and $1,000.00 per share, (ii) all accrued and unpaid dividends thereon through and including the Common Stock date of payment, and (iii) if the Liquidation Amount Event occurs before the Redemption Premium (as defined below) for each right expires, the per share of Series B-1 Preferred Stock outstanding plus all declared but unpaid dividends thereon to Redemption Premium in effect on the date fixed for liquidationof payment of the Liquidation Preference, before any distribution of assets is made to holders of any Junior Securities. In the event that the Corporation elects to set aside the Liquidation Preference for payment, the Series B Preferred Shares shall remain outstanding until the holders thereof are paid the full Liquidation Preference, which payment shall be made or any assets distributed no later than immediately prior to the holders of any Corporation making its final liquidating distribution on the Common Shares. In the event that the Redemption Premium in effect on the payment date is less than the Redemption Premium on the date that the Liquidation Preference was set apart for payment, the Corporation may make a corresponding reduction to the funds set apart for payment of the Junior Securities (the " Liquidation Preference"); provided. (b) If, howeverupon any such Liquidation Event, that the holders available assets of outstanding shares the Corporation are insufficient to pay the full amount of Series B-1 Preferred Stock shall not be entitled to receive such liquidation payment until the liquidation payments Liquidation Preference on all outstanding shares of Senior Securities shall have been paid in full. If the assets of the Corporation are not sufficient to pay in full the liquidation payments payable to the holders of outstanding shares of Series B-1 B Preferred Stock, then the holders of all such shares shall share ratably in such distribution of assets in accordance with the full respective preferential amounts that would be payable on such shares of Series B-1 Preferred Stock if all amounts payable thereon were paid in full. (b) For the purposes of this Section 4, "Common Stock Liquidation Amount" means the amount, if any, that each outstanding share of Series B-1 Preferred Stock would be entitled to receive following the payment by the Corporation of any liquidation preferences with respect to the Senior Securities, out of assets legally available for distribution as contemplated by the relevant provisions of the DGCL and applicable law, assuming that the holders of shares of Series B-1 Preferred Stock were entitled to participate with the holders of the Series B Preferred Stock and shall share ratably in any such distribution of assets in proportion to the Common full Liquidation Preference to which they would otherwise be respectively entitled. (c) After payment of the full amount of the Liquidation Preference to which they are entitled, the holders of Series B Preferred Stock in all other will have no right or claim to any of the remaining assets of the Corporation. (d) Upon the Corporation’s provision of written notice as to the effective date of any such Liquidation Event, accompanied by a check in the amount of the full Liquidation Preference to which each record holder of the Series B Preferred Stock is entitled, the Series B Preferred Stock shall no longer be deemed outstanding shares of the Corporation and all rights of the holders of such shares will terminate. Such notice shall be given by first class mail, postage pre-paid, to each record holder of the Series B Preferred Stock at the respective mailing addresses of such holders as the same shall appear on the share transfer records of the Corporation. (e) The consolidation or merger of the Corporation with each share or into any other business enterprise or of any other business enterprise with or into the Corporation, or the sale, lease or conveyance of all or substantially all of the assets or business of the Corporation, shall not be deemed to constitute a Liquidation Event; provided, however that any such transaction which results in an amendment, restatement or replacement of the charter that has a material adverse effect on the rights and preferences of the Series B Preferred Stock, or that increases the number of authorized or issued shares of Series B-1 B Preferred Stock, shall be deemed a Liquidation Event for purposes of determining whether the Liquidation Preference is payable unless the right to receive payment is waived by holders of a majority of the outstanding shares of Series B Preferred Stock entitled to participate on the same basis voting as one thousand (1,000) shares of Common Stock)a separate class.

Liquidation Preference. (a) In the event ‌ 24.1. Notwithstanding anything in this Agreement, upon occurrence of any voluntary or involuntary liquidationa Liquidity Event, dissolution or winding up each of the affairs of the Corporation, the holders of shares Series F OCRPS (unless redeemed in accordance with the terms and conditions as set forth in Part M of Series B-1 Preferred Stock then outstanding Schedule II, shall be entitled entitled, at their option, to be paid receive out of the proceeds or assets of the Corporation Company available for distribution to its stockholders an amount in cash equal to Shareholders (“OCRPS Proceeds”), the greater higher of (a) (i) in case of each of the Stated Value Series F OCRPS Investors, their respective Series F OCRPS Subscription Amount plus declared but unpaid dividends thereon, or (b) their respective pro-rata share of the OCRPS Proceeds based on the number of Series F OCRPS held by it relating to the aforesaid amounts, calculated on a Fully Diluted Basis (which for avoidance doubt shall for each Series F OCRPS Investor), be based on the number of Series F OCRPS subscribed by it (such higher amount, “OCRPS Preference Amount”) prior and in‌ preference to any distribution of the OCRPS Proceeds of such Liquidity Event to any other Shareholders by reason of their ownership thereof. If the OCRPS Proceeds are insufficient to pay the holders of Series F OCRPS, the full OCRPS Preference Amount to which they are entitled under this Clause 24.1, then the entire Proceeds shall be distributed rateably among the holders of Series F OCRPS, in proportion to the full OCRPS Preference Amount that each holder of Series F OCRPS is otherwise entitled to receive under this Clause 24.1. Thereafter, each of the Series F CCCPS Investors (collectively “First Preferred Parties”) shall be entitled, at their option, to receive out of the proceeds or assets of the Company available for distribution to its Shareholders after distribution of the OCRPS Proceeds (“CCCPS Proceeds”), the higher of (a) (i) in case of each of the Series F CCCPS Investors, their respective Series F Investment Amount plus declared but unpaid dividends thereon, or (b) their respective pro-rata share of the CCCPS Proceeds based on the number of Investment Securities held by it relating to the aforesaid amounts, calculated on a Fully Diluted Basis (which for avoidance doubt shall for each Series F CCCPS Investor), be based on the number of Series F CCCPS subscribed by it (such higher amount, “First Preference Amount”) prior and in preference to any distribution of Proceeds of such Liquidity Event to any other Shareholders by reason of their ownership thereof. If the CCCPS Proceeds are insufficient to pay the First Preferred Parties, the full First Preference Amount to which they are entitled under this Clause 24.1, then the entire CCCPS Proceeds shall be distributed rateably among the First Preferred Parties, in proportion to the full First Preference Amount that each First Preferred Party is otherwise entitled to receive under this Clause 24.1. 24.2. Subject to Clause 24.1, upon occurrence of a Liquidity Event, each of the CC Shareholders and the New Shareholder (collectively “Second Preferred Parties”) shall be entitled, at their option, to receive out of the proceeds or assets of the Company available for distribution to its Shareholders (“Remaining Proceeds”), the higher of (a) (i) in case of each of the CC Shareholders, their respective Series E CC Aggregate Investment Amount plus declared but unpaid dividends thereon, and (ii) in case of the Common Stock Liquidation New Shareholder, Series E New Shareholder Investment Amount (as defined below) for each share of Series B-1 Preferred Stock outstanding plus all declared but unpaid dividends thereon or (b) their respective pro-rata share of the Proceeds based on the number of Investment Securities held by it relating to the date fixed aforesaid amounts, calculated on a Fully Diluted Basis (which for liquidationavoidance doubt shall (i) for each CC Shareholder, before be based on the number of Series E CCCPS and Series E1 CCCPS to the extent subscribed by it, (ii) for the New Shareholder, be based on the number of Series E CCCPS subscribed by him) (such higher amount, “Second Preference Amount”) prior and in preference to any payment distribution of Proceeds of such Liquidity Event to any other Shareholders by reason of their ownership thereof. If the Remaining Proceeds are insufficient to pay the Second Preferred Parties, the full Second Preference Amount to which they are entitled under this Clause 24.2, then the entire Remaining Proceeds shall be made or any assets distributed rateably among the Second Preferred Parties, in proportion to the holders of any of the Junior Securities (the " Liquidation Preference"); provided, however, full Second Preference Amount that the holders of outstanding shares of Series B-1 each Second Preferred Stock shall not be Party is otherwise entitled to receive such liquidation payment until the liquidation payments on all outstanding shares under this Clause 24.2. 24.3. Subject to Clause 24.2 above, upon occurrence of Senior Securities shall have been paid in full. If the assets a Liquidity Event, each of the Corporation are not sufficient CC Shareholders, Existing Investor, and the Promoter (collectively “Third Preferred Parties”) shall be entitled, at their option, to pay receive out of the Proceeds remaining after payment of First Preference Amount and Second Preference Amount (“Second Remaining Proceeds”), on a pari passu basis and prior and in full the liquidation payments payable preference to the holders of outstanding shares of Series B-1 Preferred Stock, then the holders of all such shares shall share ratably in such any distribution of assets Proceeds of such Liquidity Event to any other Shareholders by reason of their ownership thereof, an amount that is the higher of (a) (i) in accordance with the full respective preferential amounts that would be payable on such shares case of Series B-1 Preferred Stock if all amounts payable thereon were paid in full. (b) For the purposes of this Section 4, "Common Stock Liquidation Amount" means the amount, if any, that each outstanding share of Series B-1 Preferred Stock would be entitled to receive following the payment by the Corporation of any liquidation preferences with respect to the Senior Securities, out of assets legally available for distribution as contemplated by the relevant provisions of the DGCL and applicable lawCC Shareholders, assuming that the holders their respective Series D Investment Amount plus declared but unpaid dividends thereon, (ii) in case of shares of Existing Investor, SCI Series B-1 Preferred Stock were entitled to participate with the holders C1 Investment Amount plus declared but unpaid dividends thereon, (iii) in case of the Series B Preferred Stock and Promoter, the Common Stock in all other assets of the Corporation (with each share of Series B-1 Preferred Stock entitled to participate on the same basis as one thousand (1,000) shares of Common Stock).Promoter Additional Funding Amount plus declared but unpaid dividends thereon or