Common use of Liquidation Rights Clause in Contracts

Liquidation Rights. 4.1 In the event of any liquidation, winding-up or dissolution of the Company, whether voluntary or involuntary, each Holder shall be entitled to receive, in respect of each share of Preferred Stock, and to be paid out of the assets of the Company available for distribution to its stockholders, in preference to the holders of, and before any payment or distribution is made on, any Junior Stock, an amount equal to the greater of (i) the Liquidation Preference plus the Accumulated Cash Dividends, and (ii) the sum of (A) the product of the Exchange Rate multiplied by the Market Value as of the effective date of such liquidation, winding up or dissolution plus (B) the Accumulated Cash Dividends thereon. 4.2 In the event of any liquidation, winding-up or dissolution of the Parent, whether voluntary or involuntary, each Holder shall be entitled to receive, in respect of such shares of Preferred Stock, and to be paid out of the assets of the Company available for distribution to its stockholders, in preference to the holders of, and before any payment or distribution is made on, any Junior Stock, an amount equal to the greater of (i) the Liquidation Preference plus the Accumulated Cash Dividends thereon and (ii) the amount such Holder would have received had such Holder, immediately prior to such liquidation, winding-up or dissolution of the Parent, exchanged such Preferred Stock for Parent Common Shares in accordance with Section 5.1. Such payment shall be made regardless of whether there is a liquidation, winding-up or dissolution of the Company. 4.3 Neither the sale, conveyance, exchange or transfer (for cash, shares of stock, securities or other consideration) of all or substantially all the assets or business of the Company (other than in connection with the liquidation, winding up or dissolution of its business), nor the merger or consolidation of the Company into or with any other Person shall be deemed to be a liquidation, winding-up or dissolution, voluntary or involuntary, for the purposes of this Section 4. 4.4 After the payment in full to the Holders of the amounts provided for in this Section 4, the Holders of shares of Preferred Stock as such shall have no right or claim to any of the remaining assets of the Company in respect of their ownership of such Preferred Stock. 4.5 In the event the assets of the Company available for distribution to the Holders upon any liquidation, winding-up or dissolution of the Company, whether voluntary or involuntary, shall be insufficient to pay in full all amounts to which such Holders are entitled pursuant to Section 4.1 and 4.2, no such distribution shall be made on account of any shares of Parity Stock upon such liquidation, dissolution or winding-up unless proportionate distributable amounts shall be paid on account of the shares of Preferred Stock, equally and ratably, in proportion to the full distributable amounts for which Holders of all Preferred Stock and of any Parity Stock are entitled upon such liquidation, winding-up or dissolution.

Liquidation Rights. 4.1 5.1 In the event of any liquidation, winding-up or dissolution of the Company, whether voluntary or involuntary, each Holder shall be entitled to receive, in respect of each share of Preferred Stock, and to be paid out of the assets of the Company available for distribution to its stockholders, after satisfaction of liabilities to holders of shares of Senior Stock, if any, in preference to the holders of, and before any payment or distribution is made on, any Junior Stock, an amount equal to the greater of (i) the Liquidation Preference plus the Accumulated Cash Dividends, and (ii) the sum of (A) the product of the Exchange Rate multiplied by the Market Value as of the effective date of such liquidation, winding up or dissolution plus (B) the Accumulated Cash Dividends thereon. 4.2 5.2 In the event of any liquidation, winding-up or dissolution of the Parent, whether voluntary or involuntary, each Holder shall be entitled to receive, in respect of such shares of Preferred Stock, and to be paid out of the assets of the Company available for distribution to its stockholders, in preference to the holders of, and before any payment or distribution is made on, any Junior Stock, an amount equal to the greater of (i) the Liquidation Preference plus the Accumulated Cash Dividends thereon and (ii) the amount such Holder would have received had such Holder, immediately prior to such liquidation, winding-up or dissolution of the Parent, exchanged such Preferred Stock for Parent Common Shares in accordance with Section 5.16.1. Such payment shall be made regardless of whether there is a liquidation, winding-up or dissolution of the Company. 4.3 5.3 Neither the sale, conveyance, exchange or transfer (for cash, shares of stock, securities or other consideration) of all or substantially all the assets or business of the Company (other than in connection with the liquidation, winding up or dissolution of its business), nor the merger or consolidation of the Company into or with any other Person shall be deemed to be a liquidation, winding-up or dissolution, voluntary or involuntary, for the purposes of this Section 45. 4.4 5.4 After the payment in full to the Holders of the amounts provided for in this Section 45, the Holders of shares of Preferred Stock as such shall have no right or claim to any of the remaining assets of the Company in respect of their ownership of such Preferred Stock. 4.5 5.5 In the event the assets of the Company available for distribution to the Holders upon any liquidation, winding-up or dissolution of the Company, whether voluntary or involuntary, shall be insufficient to pay in full all amounts to which such Holders are entitled pursuant to Section 4.1 5.1 and 4.25.2, no such distribution shall be made on account of any shares of Parity Stock upon such liquidation, dissolution or winding-up unless proportionate distributable amounts shall be paid on account of the shares of Preferred Stock, equally and ratably, in proportion to the full distributable amounts for which Holders of all Preferred Stock and of any Parity Stock are entitled upon such liquidation, winding-up or dissolution.

Liquidation Rights. 4.1 (a) In the event of any liquidation, winding-up or dissolution of the Company, whether voluntary or involuntary, each Holder shall be entitled to receive, in respect of each share such shares of Series A Preferred Stock, and to be paid out of the assets of the Company available for distribution to its stockholdersshareholders, an amount equal to the greater of (i) the sum of (x) the Liquidation Preference plus (y) Accrued Dividends thereon and (ii) the amount such Holder would have received had such Holder, immediately prior to the commencement of such liquidation, winding-up or dissolution of the Company, converted each share of Series A Preferred Stock then held by such Holder into shares of Common Stock pursuant to Section 6(a) using the then-applicable Conversion Rate, in preference to the holders of, and before any payment or distribution is made on, any Junior Stock, an amount equal to the greater of (i) the Liquidation Preference plus the Accumulated Cash Dividends, and (ii) the sum of (A) the product of the Exchange Rate multiplied by the Market Value as of the effective date of such liquidation, winding up or dissolution plus (B) the Accumulated Cash Dividends thereon. 4.2 In the event of any liquidation, winding-up or dissolution of the Parent, whether voluntary or involuntary, each Holder shall be entitled to receive, in respect of such shares of Preferred Stock, and to be paid out of the assets of the Company available for distribution to its stockholders, in preference to the holders of, and before any payment or distribution is made on, any Junior Stock, an amount equal to the greater of (ib) the Liquidation Preference plus the Accumulated Cash Dividends thereon and (ii) the amount such Holder would have received had such Holder, immediately prior to such liquidation, winding-up or dissolution of the Parent, exchanged such Preferred Stock for Parent Common Shares in accordance with Section 5.1. Such payment shall be made regardless of whether there is a liquidation, winding-up or dissolution of the Company. 4.3 Neither the sale, conveyance, exchange or transfer (for cash, shares of stock, securities or other consideration) of all or substantially all the assets or business of the Company (other than in connection with the liquidation, winding up or dissolution of its business), nor the merger or consolidation of the Company into or with any other Person shall be deemed to be a liquidation, winding-up or dissolution, voluntary or involuntary, for the purposes of this Section 45. 4.4 (c) After the payment in full to the Holders of the amounts provided for in this Section 45, the Holders of shares of Preferred Stock as such shall have no right or claim to any of the remaining assets of the Company in respect of their ownership of such Series A Preferred Stock. 4.5 (d) In the event the assets of the Company available for distribution to the Holders upon any liquidation, winding-up or dissolution of the Company, whether voluntary or involuntary, shall be insufficient to pay in full all amounts to which such Holders are entitled pursuant to Section 4.1 and 4.25(a), no such distribution shall be made on account of any shares of Parity Stock upon such liquidation, dissolution or winding-up unless proportionate distributable amounts shall be paid on account of the shares of Series A Preferred Stock, equally and ratably, in proportion to the full distributable amounts for which Holders of all Series A Preferred Stock and of any Parity Stock are entitled upon such liquidation, winding-up or dissolution.

Liquidation Rights. 4.1 In the event of (a) Upon any liquidation, winding-dissolution, or winding up or dissolution of the Company, whether voluntary or involuntary, each Holder before any distribution or payment shall be made to the holders of Common Stock, subject to the rights of any series of Preferred Stock that may from time to time come into existence, the holders of Series A Preferred, Series B Preferred and Series C Preferred shall be entitled to receive, in respect of each share of Preferred Stock, and to be paid out of the assets of the Company an amount per share of Series A Preferred, Series B Preferred and Series C Preferred, respectively, equal to their respective Original Issue Price plus all declared and unpaid dividends on the Series A Preferred, Series B Preferred and Series C Preferred, respectively (as adjusted for any stock dividends, combinations, splits, recapitalizations and the like with respect to such shares) for each share of Series A Preferred, Series B Preferred and Series C Preferred held by them. If, upon any such liquidation, distribution, or winding up, the assets of the Company shall be insufficient to make payment in full to all holders of Series A Preferred, Series B Preferred and Series C Preferred of the liquidation preference set forth in this Section 3(a), subject to the rights of any series of Preferred Stock that may from time to time come into existence, then such assets shall be distributed among the holders of Series A Preferred, Series B Preferred and Series C Preferred at the time outstanding, ratably in proportion to the full amounts to which they would otherwise be respectively entitled. (b) After the payment of the full liquidation preference of the Series A Preferred, Series B Preferred and Series C Preferred as set forth in Section 3(a) above, and any other distribution that may be required with respect to any series of Preferred Stock that may from time to time come into existence, the remaining assets of the Company legally available for distribution to its stockholdersdistribution, in preference if any, shall be distributed ratably to the holders of, and before any payment or distribution is made on, any Junior of the Common Stock, an amount equal to the greater of . (c) The following events shall be considered a liquidation under this Section: (i) any consolidation or merger of the Liquidation Preference plus Company with or into any other corporation or other entity or person in which the Accumulated Cash Dividendsstockholders of the Company immediately prior to such consolidation or merger own less than 50% of the Company's voting power immediately after such consolidation or merger, and excluding any consolidation or merger effected exclusively to change the domicile of the Company (an "Acquisition"); or (ii) the sum a sale of (A) the product of the Exchange Rate multiplied by the Market Value as of the effective date of such liquidation, winding up all or dissolution plus (B) the Accumulated Cash Dividends thereon. 4.2 In the event of any liquidation, winding-up or dissolution of the Parent, whether voluntary or involuntary, each Holder shall be entitled to receive, in respect of such shares of Preferred Stock, and to be paid out substantially all of the assets of the Company available for distribution to (an "Asset Transfer"). (iii) In either of such events, if the consideration received by this Corporation is other than cash, its stockholders, value will be deemed its fair market value as determined in preference to good faith by the holders of, and before any payment or distribution is made on, any Junior Stock, an amount equal to the greater Board of (i) the Liquidation Preference plus the Accumulated Cash Dividends thereon and (ii) the amount such Holder would have received had such Holder, immediately prior to such liquidation, winding-up or dissolution of the Parent, exchanged such Preferred Stock for Parent Common Shares in accordance with Section 5.1Directors. Such payment Any securities shall be made regardless of whether there is valued as follows: (A) Securities not subject to investment letter or other similar restrictions on free marketability covered by (B) below: (1) If traded on a liquidation, winding-up or dissolution of the Company. 4.3 Neither the sale, conveyance, securities exchange or transfer (for cashthrough the Nasdaq National Market, shares of stock, securities or other consideration) of all or substantially all the assets or business of the Company (other than in connection with the liquidation, winding up or dissolution of its business), nor the merger or consolidation of the Company into or with any other Person value shall be deemed to be a liquidationthe average of the closing prices of the securities on such quotation system over the thirty (30) day period ending three (3) days prior to the closing; (2) If actively traded over-the-counter, winding-up the value shall be deemed to be the average of the closing bid or dissolutionsale prices (whichever is applicable) over the thirty (30) day period ending three (3) days prior to the closing; and (3) If there is no active public market, voluntary or involuntarythe value shall be the fair market value thereof, for as determined by the purposes Board of this Section 4Directors. 4.4 After the payment in full (B) The method of valuation of securities subject to the Holders investment letter or other restrictions on free marketability (other than restrictions arising solely by virtue of the amounts provided for in this Section 4, the Holders of shares of Preferred Stock a stockholder's status as such shall have no right an affiliate or claim to any of the remaining assets of the Company in respect of their ownership of such Preferred Stock. 4.5 In the event the assets of the Company available for distribution to the Holders upon any liquidation, winding-up or dissolution of the Company, whether voluntary or involuntary, former affiliate) shall be insufficient to pay make an appropriate discount from the market value determined as above in full all amounts (A) (1), (2) or (3) to which such Holders are entitled pursuant to Section 4.1 and 4.2reflect the approximate fair market value thereof, no such distribution shall be made on account as determined by the Board of any shares of Parity Stock upon such liquidation, dissolution or winding-up unless proportionate distributable amounts shall be paid on account of the shares of Preferred Stock, equally and ratably, in proportion to the full distributable amounts for which Holders of all Preferred Stock and of any Parity Stock are entitled upon such liquidation, winding-up or dissolutionDirectors.

Liquidation Rights. 4.1 In the event of (1) Upon any voluntary or involuntary liquidation, dissolution or winding-up or dissolution of the Company, whether voluntary or involuntaryCorporation, each Holder holder of shares of the Preferred Stock shall be entitled to receive, in respect of each share of Preferred Stock, and to be paid payment out of the assets of the Company Corporation legally available for distribution to its stockholders, in preference to the holders of, and before any payment or distribution is made on, any Junior Stock, of an amount per share of Series A Preferred Stock (the “Liquidation Amount”) held by such holder equal to the greater of (i) the Liquidation Preference per share of Series A Preferred Stock held by such holder, plus any accrued but unpaid dividends (including, if applicable as provided in Section 2(1) above, dividends on such amount) in respect of such shares, whether or not declared paid in cash, calculated to the Accumulated Cash Dividendsdate fixed for liquidation, dissolution or winding-up (the “Liquidation Date”), and (ii) the sum amount that the holders of (A) the product of the Exchange Rate multiplied by the Market Value as of the effective date of Series A Preferred Stock would have received in connection with such liquidation, dissolution or winding up or dissolution plus (B) the Accumulated Cash Dividends thereon. 4.2 In the event had each share of any liquidation, winding-up or dissolution of the Parent, whether voluntary or involuntary, each Holder shall be entitled to receive, in respect of such Series A Preferred Stock been converted into shares of Preferred Stock, and Common Stock pursuant to be paid out of the assets of the Company available for distribution to its stockholders, in preference to the holders of, and before any payment or distribution is made on, any Junior Stock, an amount equal to the greater of (iSection 3(3) the Liquidation Preference plus the Accumulated Cash Dividends thereon and (ii) the amount such Holder would have received had such Holder, immediately prior to such liquidation, dissolution or winding up of the Corporation, before any distribution is made on any Junior Stock of the Corporation. After payment in full of the Liquidation Amount to which holders of Series A Preferred Stock are entitled, such holders shall not be entitled to any further participation in any distribution of assets of the Corporation in respect of their shares of Series A Preferred Stock. If, upon any voluntary or involuntary liquidation, dissolution or winding-up or dissolution of the ParentCorporation, exchanged such the amounts payable with respect to the Series A Preferred Stock for Parent Common Shares are not paid in accordance with Section 5.1. Such payment shall be made regardless of whether there is a liquidationfull, winding-up or dissolution the holders of the CompanySeries A Preferred Stock will share in any distribution of assets of the Corporation on a pro rata basis in proportion to the number of shares of Series A Preferred Stock held by each such holder. 4.3 (2) Neither the voluntary sale, conveyance, exchange or transfer (for cash, shares of stock, securities or other consideration) of all or substantially all the assets or business of the Company (other than in connection with property or assets of the liquidation, winding up or dissolution of its business), Corporation nor the consolidation or merger or consolidation of the Company Corporation with or into one or with any other Person shall more Persons will be deemed to be a liquidation, winding-up or dissolution, voluntary or involuntary, for the purposes of this Section 4. 4.4 After the payment in full to the Holders of the amounts provided for in this Section 4, the Holders of shares of Preferred Stock as such shall have no right or claim to any of the remaining assets of the Company in respect of their ownership of such Preferred Stock. 4.5 In the event the assets of the Company available for distribution to the Holders upon any liquidation, winding-up or dissolution of the Company, whether voluntary or involuntary, shall be insufficient to pay in full all amounts to which such Holders are entitled pursuant to Section 4.1 and 4.2, no such distribution shall be made on account of any shares of Parity Stock upon such involuntary liquidation, dissolution or winding-up unless proportionate distributable amounts shall be paid on account of the shares Corporation for purposes of Preferred Stock, equally and ratably, in proportion to the full distributable amounts for which Holders of all Preferred Stock and of any Parity Stock are entitled upon such liquidation, winding-up or dissolutionthis Section 5.

Liquidation Rights. 4.1 (a) In the event of any liquidation, winding-up or dissolution of the Company, whether voluntary or involuntaryLiquidation, each Holder shall be entitled to receive, in respect of each share of Preferred Stock, and to be paid receive liquidating distributions out of the assets of the Company Corporation legally available for distribution to its stockholders, in preference to the holders of, and before any payment or distribution is of any assets of the Corporation shall be made on, or set apart for holders of any Junior Securities, including the Common Stock, for such Holder’s shares of Preferred Stock in an amount equal to the greater of (i) the Liquidation Preference plus the Accumulated Cash Dividends, and (ii) the sum of (A) the product of the Exchange Rate multiplied by the Market Value as of the effective date of such liquidation, winding up or dissolution plus aggregate Liquidation Preference and (B) the Accumulated Cash aggregate Accrued Dividends thereon. 4.2 In the event of any liquidation, winding-up or dissolution of the Parent, whether voluntary or involuntary, each Holder shall be entitled to receive, in respect of such shares of Preferred Stock, and to be paid out as of the assets date of the Company available for distribution to its stockholders, in preference to the holders of, and before any payment or distribution is made on, any Junior Stock, an amount equal to the greater of (i) the Liquidation Preference plus the Accumulated Cash Dividends thereon and (ii) the amount such Holder would have received had such Holdershares of Preferred Stock, immediately prior to such liquidationLiquidation, winding-up or dissolution been converted into shares of Common Stock (including in respect of any Excess Conversion Shares and disregarding for this purpose the last sentence of Section 6(a)(i)(B)) pursuant to Section 6, without regard to any of the Parent, exchanged such limitations on conversion or convertibility contained therein. (b) In the event the assets of the Corporation available for distribution to stockholders upon a Liquidation shall be insufficient to pay in full the amounts payable with respect to all outstanding shares of Preferred Stock for Parent Common Shares in accordance with pursuant to Section 5.1. Such payment 5(a), such assets, or the proceeds thereof, shall be made regardless of whether there is a liquidation, winding-up or dissolution of distributed among the CompanyHolders ratably in proportion to the full respective liquidating distributions to which they would otherwise be respectively entitled upon such Liquidation. 4.3 (c) Neither the sale, conveyance, exchange or transfer (for cash, shares of stock, securities or other consideration) of all or substantially all of the assets assets, capital stock or business of the Company Corporation (other than in connection with the liquidation, dissolution or winding up or dissolution of its business), the Corporation) nor the merger merger, consolidation, share exchange, statutory exchange or consolidation any other business combination transaction of the Company Corporation into or with any other Person shall by itself be deemed to be a liquidation, winding-up or dissolution, voluntary or involuntary, Liquidation for the purposes of this Section 45. 4.4 After the payment in full to the Holders of the amounts provided for in this Section 4, the Holders of shares of Preferred Stock as such shall have no right or claim to any of the remaining assets of the Company in respect of their ownership of such Preferred Stock. 4.5 In the event the assets of the Company available for distribution to the Holders upon any liquidation, winding-up or dissolution of the Company, whether voluntary or involuntary, shall be insufficient to pay in full all amounts to which such Holders are entitled pursuant to Section 4.1 and 4.2, no such distribution shall be made on account of any shares of Parity Stock upon such liquidation, dissolution or winding-up unless proportionate distributable amounts shall be paid on account of the shares of Preferred Stock, equally and ratably, in proportion to the full distributable amounts for which Holders of all Preferred Stock and of any Parity Stock are entitled upon such liquidation, winding-up or dissolution.

Liquidation Rights. 4.1 (a) In the event of any liquidation, winding-up or dissolution of the CompanyCorporation, whether voluntary or involuntary, each Holder of shares of Preferred Stock shall be entitled to receive, in respect of each share of Preferred Stock, receive and to be paid out of the assets of the Company Corporation available for distribution to its stockholdersstockholders the Liquidation Preference plus all accumulated and unpaid dividends in respect of the Preferred Stock (whether or not declared) to the date fixed for liquidation, winding-up or dissolution in preference to the holders of, and before any payment or distribution is made on, any Junior Stock, an amount equal to including, without limitation, the greater of (i) the Liquidation Preference plus the Accumulated Cash Dividends, and (ii) the sum of (A) the product of the Exchange Rate multiplied by the Market Value as of the effective date of such liquidation, winding up or dissolution plus (B) the Accumulated Cash Dividends thereonCommon Stock. 4.2 In the event of any liquidation, winding-up or dissolution of the Parent, whether voluntary or involuntary, each Holder shall be entitled to receive, in respect of such shares of Preferred Stock, and to be paid out of the assets of the Company available for distribution to its stockholders, in preference to the holders of, and before any payment or distribution is made on, any Junior Stock, an amount equal to the greater of (ib) the Liquidation Preference plus the Accumulated Cash Dividends thereon and (ii) the amount such Holder would have received had such Holder, immediately prior to such liquidation, winding-up or dissolution of the Parent, exchanged such Preferred Stock for Parent Common Shares in accordance with Section 5.1. Such payment shall be made regardless of whether there is a liquidation, winding-up or dissolution of the Company. 4.3 Neither the sale, conveyance, exchange or transfer sale (for cash, shares of stock, securities or other consideration) of all or substantially all the assets or business of the Company Corporation (other than in connection with the liquidation, winding winding-up or dissolution of its business), the Corporation) nor the merger or consolidation of the Company Corporation into or with any other Person shall be deemed to be a liquidation, winding-up or dissolution, voluntary or involuntary, for the purposes of this Section 47. 4.4 (c) After the payment in full to the Holders of the shares of Preferred Stock of full preferential amounts provided for in this Section 47, the Holders of shares of Preferred Stock as such shall have no right or claim to any of the remaining assets of the Company in respect of their ownership of such Preferred StockCorporation. 4.5 (d) In the event the assets of the Company Corporation available for distribution to the Holders of shares of Preferred Stock and holders of shares of Parity Stock upon any liquidation, winding-up or dissolution of the CompanyCorporation, whether voluntary or involuntary, shall be insufficient to pay in full all amounts to which such Holders are entitled pursuant to this Section 4.1 and 4.27, no such distribution shall be made on account of any shares of Parity Stock upon such liquidation, dissolution or winding-up unless proportionate distributable amounts shall be paid on account of the shares of Preferred Stock, equally and ratably, in proportion to the full distributable amounts for which Holders holders of all Preferred Stock and of any Parity Stock are entitled upon such liquidation, winding-up or dissolution.

Liquidation Rights. 4.1 (a) In the event of any liquidation, winding-up or dissolution of the Company, whether voluntary or involuntary, each Holder of shares of Preferred Stock shall be entitled to receive, in respect of each share of Preferred Stock, receive and to be paid out of the assets of the Company available for distribution to its stockholdersstockholders the Liquidation Preference plus all accumulated and unpaid dividends in respect of the Preferred Stock (whether or not declared) to the date fixed for liquidation, winding-up or dissolution in preference to the holders of, and before any payment or distribution is made on, any Junior Stock, an amount equal to including, without limitation, the greater of (i) the Liquidation Preference plus the Accumulated Cash Dividends, and (ii) the sum of (A) the product of the Exchange Rate multiplied by the Market Value as of the effective date of such liquidation, winding up or dissolution plus (B) the Accumulated Cash Dividends thereonCommon Stock. 4.2 In the event of any liquidation, winding-up or dissolution of the Parent, whether voluntary or involuntary, each Holder shall be entitled to receive, in respect of such shares of Preferred Stock, and to be paid out of the assets of the Company available for distribution to its stockholders, in preference to the holders of, and before any payment or distribution is made on, any Junior Stock, an amount equal to the greater of (ib) the Liquidation Preference plus the Accumulated Cash Dividends thereon and (ii) the amount such Holder would have received had such Holder, immediately prior to such liquidation, winding-up or dissolution of the Parent, exchanged such Preferred Stock for Parent Common Shares in accordance with Section 5.1. Such payment shall be made regardless of whether there is a liquidation, winding-up or dissolution of the Company. 4.3 Neither the sale, conveyance, exchange or transfer sale (for cash, shares of stock, securities or other consideration) of all or substantially all the assets or business of the Company (other than in connection with the liquidation, winding winding-up or dissolution of its business), the Company) nor the merger or consolidation of the Company into or with any other Person shall be deemed to be a liquidation, winding-up or dissolution, voluntary or involuntary, for the purposes of this Section 47. 4.4 (c) After the payment in full to the Holders of the shares of Preferred Stock of full preferential amounts provided for in this Section 47, the Holders of shares of Preferred Stock as such shall have no right or claim to any of the remaining assets of the Company in respect of their ownership of such Preferred StockCompany. 4.5 (d) In the event the assets of the Company available for distribution to the Holders of shares of Preferred Stock and holders of shares of Parity Stock upon any liquidation, winding-up or dissolution of the Company, whether voluntary or involuntary, shall be insufficient to pay in full all amounts to which such Holders are entitled pursuant to this Section 4.1 and 4.27, no such distribution shall be made on account of any shares of Parity Stock upon such liquidation, dissolution or winding-up unless proportionate distributable amounts shall be paid on account of the shares of Preferred Stock, equally and ratably, in proportion to the full distributable amounts for which Holders holders of all Preferred Stock and of any Parity Stock are entitled upon such liquidation, winding-up or dissolution.

Liquidation Rights. 4.1 (a) In the event of any voluntary or involuntary liquidation, dissolution or winding-up or dissolution of the Company, whether voluntary or involuntaryits subsidiaries the assets of which constitute all or substantially all of the assets of the Company and its subsidiaries taken as a whole, in either case in a single or series of transactions by merger or otherwise (each a “Liquidation Event”), subject to the payment or provision for payment of the debts and other liabilities of the Company, each Holder shall be entitled to receive, in respect of each share of Preferred Stock, receive and to be paid out of the remaining assets and funds of the Company available for distribution to its stockholders, in preference prior to the holders of, and before any payment or distribution is made on, any of Junior Stock, Stock an amount for each share of Preferred Stock then held by such Holder equal to the greater of (ia) the Liquidation Preference Accreted Value plus the Accumulated Cash Dividends, accrued and (ii) the sum of (A) the product of the Exchange Rate multiplied by the Market Value unpaid dividends as of the effective date of such liquidation, winding up or dissolution plus (B) the Accumulated Cash Dividends thereon. 4.2 In the event of any liquidation, winding-up or dissolution of the Parent, whether voluntary or involuntary, each Holder shall be entitled to receive, in respect of such shares of Preferred Stock, and to be paid out of the assets of the Company available for distribution to its stockholders, in preference to the holders of, and before any payment or distribution is made on, any Junior Stock, an amount equal to the greater of (i) the Liquidation Preference plus the Accumulated Cash Dividends thereon Event and (iib) the amount that such Holder would have received had such Holderif, immediately prior to such liquidationLiquidation Event, winding-up or dissolution of the Parent, exchanged such it had voluntarily converted its Preferred Stock for Parent Common Shares in accordance with pursuant to Section 5.16. Such payment shall be made regardless of whether there is a liquidationFor purposes hereof, winding-up or dissolution of the Company. 4.3 Neither the any sale, conveyance, exchange or transfer (for cash, shares of stock, securities or other consideration) of all or substantially all the assets or business of the Company (other than in connection with the liquidationand its subsidiaries, winding up or dissolution of its business), nor the merger or consolidation of the Company and/or its subsidiaries into or with any other Person Person, in each case, that would constitute a Change of Control, shall be deemed a “Liquidation Event”. (b) If any Liquidation Event occurs prior to the fifth anniversary of the Issue Date, each Holder shall be entitled to receive and to be a liquidationpaid out of the remaining assets and funds of the Company available for distribution to its stockholders, winding-up or dissolutionprior to the holders of Junior Stock, voluntary or involuntaryan amount for each share of Preferred Stock then held by such Holder equal to the greater of (a) 105% of the Accreted Value plus accrued and unpaid dividends as of the date of such transaction and (b) the amount that such Holder would have received if, for the purposes of this immediately prior to such transaction, it had voluntarily converted its Preferred Stock pursuant to Section 46. 4.4 (c) After the indefeasible payment in full cash to the Holders of the full preferential amounts provided for in this Section 45, the Holders of shares of Preferred Stock as such shall have no right or claim to any of the remaining assets or funds of the Company in respect of their ownership of such Preferred StockCompany. 4.5 (d) In the event the assets and funds of the Company available for distribution to the Holders upon any liquidation, winding-up or dissolution of the Company, whether voluntary or involuntary, Liquidation Event shall be insufficient to pay in full all amounts to which such Holders are entitled pursuant to Section 4.1 5(a) and 4.2amounts to which holders of Parity Stock are entitled, no such distribution shall be made on account of any shares of Preferred Stock or Parity Stock upon such liquidation, dissolution or winding-up Liquidation Event unless proportionate distributable amounts shall be paid on account of the shares of Preferred Stock, equally and ratably, in proportion to the full distributable amounts for which Holders of all Preferred Stock and of any Parity Stock are entitled upon such liquidationLiquidation Event with the amount allocable to each series of such stock determined on a pro rata basis of the aggregate liquidation preference of the outstanding shares of each such series and accumulated and unpaid dividends to which each such series is entitled. (e) The provisions of this Section 5 shall not in any way limit the right of Holders to elect to convert their shares of Preferred Stock into shares of Common Stock pursuant to Section 6 prior to or in connection with any Liquidation Event. However, winding-up following the occurrence of a Liquidation Event and the payment in full to a Holder of its applicable liquidation preference, such holder shall cease to have any rights hereunder to participate in any future dividends or dissolutiondistributions made to the holders of Common Stock.

Liquidation Rights. 4.1 In Upon the event of any liquidationdissolution, winding-liquidation or winding up or dissolution of the Company, whether voluntary or involuntary, each Holder the holders of the then outstanding shares of Preferred Stock shall be entitled to receive, in respect of each share of Preferred Stock, and to be paid receive out of the assets of the Company available for distribution to its stockholders, in preference to each share of Preferred Stock the holders of, and Stated Value (the "Liquidation Rate") before any payment or distribution is shall be made on, any Junior on the Common Stock, an amount equal to the greater or any other class of (i) the Liquidation Preference plus the Accumulated Cash Dividends, and (ii) the sum of (A) the product of the Exchange Rate multiplied by the Market Value as of the effective date of such liquidation, winding up or dissolution plus (B) the Accumulated Cash Dividends thereon. 4.2 In the event of any liquidation, winding-up or dissolution of the Parent, whether voluntary or involuntary, each Holder shall be entitled to receive, in respect of such shares of Preferred Stock, and to be paid out of the assets capital stock of the Company available for distribution to its stockholders, in preference ranking junior to the holders of, and before any payment or distribution is made on, any Junior Preferred Stock, an amount equal to the greater of (i) the Liquidation Preference plus the Accumulated Cash Dividends thereon and (ii) the amount such Holder would have received had such Holder, immediately prior to such liquidation, winding-up or dissolution of the Parent, exchanged such Preferred Stock for Parent Common Shares in accordance with Section 5.1. Such payment shall be made regardless of whether there is a liquidation, winding-up or dissolution of the Company. 4.3 Neither the (a) The sale, conveyance, exchange or transfer (for cash, shares of stock, securities or other consideration) of all or substantially all the property and assets or business of the Company (other than in connection with the liquidationshall be deemed a dissolution, liquidation or winding up of the Company for purposes of this Paragraph 3, but the merger, consolidation, or dissolution of its business), nor the merger or consolidation other combination of the Company into or with any other Person corporation, or the merger, consolidation, or other combination of any other corporation into or with the Company, shall not be deemed to be a liquidationdissolution, winding-up liquidation or dissolutionwinding up, voluntary or involuntary, for the purposes of this Section 4Paragraph 3. As used herein, the "merger, consolidation, or other combination" shall include, without limitation, a forward or reverse triangular merger, or stock exchange of the Company and any of its subsidiaries with any other corporation where the Company is not the surviving entity. 4.4 (b) After the payment in full to the Holders of the amounts provided for in this Section 4, the Holders holders of shares of the Preferred Stock of the full preferential amounts fixed by this Paragraph 3 for shares of the Preferred Stock, the holders of the Preferred Stock as such shall have no right or claim to any of the remaining assets of the Company in respect of their ownership of such Preferred StockCompany. 4.5 (c) In the event the assets of the Company available for distribution to the Holders upon any liquidation, winding-up or dissolution holders of the CompanyPreferred Stock upon dissolution, whether voluntary liquidation or involuntary, winding up of the Company shall be insufficient to pay in full all amounts to which such Holders holders are entitled pursuant to Section 4.1 and 4.2this Paragraph 2, no such distribution shall be made on account of any shares of Parity Stock a class or series of capital stock of the Company ranking on a parity with the shares of the Preferred Stock, if any, upon such liquidationdissolution, dissolution liquidation or winding-winding up unless proportionate distributable distributive amounts shall be paid on account of the shares of the Preferred Stock, equally and ratably, in proportion to the full distributable distributive amounts for which Holders holders of all Preferred Stock and of any Parity Stock such parity shares are respectively entitled upon such liquidationdissolution, winding-up liquidation or dissolutionwinding up.

Liquidation Rights. 4.1 In Upon the event of any liquidationdissolution, winding-liquidation or winding up or dissolution of the Company, whether voluntary or involuntary, each Holder the holders of the then outstanding shares of Preferred Stock shall be entitled to receive, in respect of each share of Preferred Stock, and to be paid receive out of the assets of the Company available for distribution to its stockholders, in preference to each share of Preferred Stock the holders of, and Stated Value (the "Liquidation Rate") before any payment or distribution is shall be made on, any Junior on the Common Stock, an amount equal to the greater or any other class of (i) the Liquidation Preference plus the Accumulated Cash Dividends, and (ii) the sum of (A) the product of the Exchange Rate multiplied by the Market Value as of the effective date of such liquidation, winding up or dissolution plus (B) the Accumulated Cash Dividends thereon. 4.2 In the event of any liquidation, winding-up or dissolution of the Parent, whether voluntary or involuntary, each Holder shall be entitled to receive, in respect of such shares of Preferred Stock, and to be paid out of the assets capital stock of the Company available for distribution to its stockholders, in preference ranking junior to the holders of, and before any payment or distribution is made on, any Junior Preferred Stock, an amount equal to the greater of (i) the Liquidation Preference plus the Accumulated Cash Dividends thereon and (ii) the amount such Holder would have received had such Holder, immediately prior to such liquidation, winding-up or dissolution of the Parent, exchanged such Preferred Stock for Parent Common Shares in accordance with Section 5.1. Such payment shall be made regardless of whether there is a liquidation, winding-up or dissolution of the Company. 4.3 Neither the (a) The sale, conveyance, exchange or transfer (for cash, shares of stock, securities or other consideration) of all or substantially all the property and assets or business of the Company (other than in connection with the liquidationshall be deemed a dissolution, liquidation or winding up of the Company for purposes of this Paragraph 3, but the merger, consolidation, or dissolution of its business), nor the merger or consolidation other combination of the Company into or with any other Person corporation, or the merger, consolidation, or other combination of any other corporation into or with the Company, shall not be deemed to be a liquidationdissolution, winding-up liquidation or dissolutionwinding up, voluntary or involuntary, for the purposes of this Section 4Paragraph 3. As used herein, the "merger, consolidation, or other combination" shall include, without limitation, a forward or reverse triangular merger, or stock exchange of the Company and any of its subsidiaries with any other corporation where the Company is not the surviving entity. 4.4 (b) After the payment in full to the Holders of the amounts provided for in this Section 4, the Holders holders of shares of the Preferred Stock of the full preferential amounts fixed by this Paragraph 3 for shares of the Preferred Stock, the holders of the Preferred Stock as such shall have no right or claim to any of the remaining assets of the Company in respect of their ownership of such Preferred StockCompany. 4.5 (c) In the event the assets of the Company available for distribution to the Holders upon any liquidation, winding-up or dissolution holders of the CompanyPreferred Stock upon dissolution, whether voluntary liquidation or involuntary, winding up of the Company shall be insufficient to pay in full all amounts to which such Holders holders are entitled pursuant to Section 4.1 and 4.2this Paragraph 3, no such distribution shall be made on account of any shares of Parity Stock a class or series of capital stock of the Company ranking on a parity with the shares of the Preferred Stock, if any, upon such liquidationdissolution, dissolution liquidation or winding-winding up unless proportionate distributable distributive amounts shall be paid on account of the shares of the Preferred Stock, equally and ratably, in proportion to the full distributable distributive amounts for which Holders holders of all Preferred Stock and of any Parity Stock such parity shares are respectively entitled upon such liquidationdissolution, winding-up liquidation or dissolutionwinding up.

Liquidation Rights. 4.1 In (a) It is agreed by the event of Parties that as between all the Company Shareholders, before any distribution or payment shall be made to any Company Shareholders upon any liquidation, winding-dissolution, or winding up or dissolution of the Company, whether voluntary or involuntary, each Holder an amount equivalent to RMB24.89 million and RMB150 million together with all dividends declared and unpaid with respect thereto (adjusted for any share dividends, combinations, splits, recapitalizations and the like) shall be paid back to Cathay and CDH respectively prior to any other Company Shareholders. If, upon any such liquidation, distribution, or winding up, the assets of the Company shall be insufficient to make payment in full to Cathay and CDH according to this provision, then such assets shall be distributed among Cathay and CDH, ratably in proportion to the full amounts to which they would otherwise be respectively entitled thereon. After distribution or payment of any liquidation preference distributable or payable to Cathay and CDH, the other Company Shareholders shall be entitled to receivereceive from the Company respective sums representing their cash investment costs in the Company and if the Company shall have insufficient assets to fully pay back the cash investment costs to these other Company Shareholders, they will share such assets among themselves ratably in respect proportion of each share their shareholdings in the Company. In the event there shall be any remaining assets after full payment of Preferred Stockthe cash investment costs to Cathay, CDH and the other Company Shareholders, Cathay and CDH together with the other Company Shareholders shall also be entitled to be paid out a ratable portion of the assets of the Company available remaining for distribution to its stockholdersdistribution. (b) For the purpose of this Section 5.5, in preference to the holders of, and before any payment or distribution is made on, any Junior Stock, an amount equal to following events shall be treated as liquidation of the greater of Company: - (i) any consolidation or merger of the Liquidation Preference plus Company with or into any other Person, or any other corporate reorganization, in which the Accumulated Cash Dividendsshareholders of the Company immediately prior to such consolidation, and merger or reorganization, own less than 50% 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 in excess of 50% of the Company’s voting power is transferred, excluding any consolidation or merger effected exclusively to change the domicile of the Company; or (ii) the sum a sale, lease or other disposition of (A) the product of the Exchange Rate multiplied by the Market Value as of the effective date of such liquidation, winding up all or dissolution plus (B) the Accumulated Cash Dividends thereon. 4.2 In the event of any liquidation, winding-up or dissolution of the Parent, whether voluntary or involuntary, each Holder shall be entitled to receive, in respect of such shares of Preferred Stock, and to be paid out substantially all of the assets of the Company available for distribution to its stockholdersCompany; and upon any such event, in preference any proceeds resulting to the holders of, and before any payment or distribution is made on, any Junior Stock, an amount equal to the greater of (i) the Liquidation Preference plus the Accumulated Cash Dividends thereon and (ii) the amount such Holder would have received had such Holder, immediately prior to such liquidation, winding-up or dissolution of the Parent, exchanged such Preferred Stock for Parent Common Shares Company Shareholders shall be distributed in accordance with Section 5.1. Such payment shall be made regardless of whether there is a liquidation, winding-up or dissolution of the Company. 4.3 Neither the sale, conveyance, exchange or transfer (for cash, shares of stock, securities or other consideration) of all or substantially all the assets or business of the Company (other than in connection with the liquidation, winding up or dissolution of its business), nor the merger or consolidation of the Company into or with any other Person shall be deemed to be a liquidation, winding-up or dissolution, voluntary or involuntary, for the purposes of this Section 45.5. 4.4 After the payment in full to the Holders of the amounts provided for in this Section 4, the Holders of shares of Preferred Stock as such shall have no right or claim to any of the remaining assets of the Company in respect of their ownership of such Preferred Stock. 4.5 In the event the assets of the Company available for distribution to the Holders upon any liquidation, winding-up or dissolution of the Company, whether voluntary or involuntary, shall be insufficient to pay in full all amounts to which such Holders are entitled pursuant to Section 4.1 and 4.2, no such distribution shall be made on account of any shares of Parity Stock upon such liquidation, dissolution or winding-up unless proportionate distributable amounts shall be paid on account of the shares of Preferred Stock, equally and ratably, in proportion to the full distributable amounts for which Holders of all Preferred Stock and of any Parity Stock are entitled upon such liquidation, winding-up or dissolution.

Liquidation Rights. 4.1 In the event of any liquidation, winding-dissolution or winding up or dissolution of the CompanyCorporation, whether voluntary or involuntarya Sale or Merger (defined below), each Holder holder of an outstanding share of the Preferred Stock shall be entitled to receive, receive in respect exchange for and in redemption of each share of his Preferred Stock, and to be paid out Stock by reason of the assets ownership thereof, (i) in the case of a liquidation, dissolution or winding up of the Company Corporation, from any funds legally available for distribution to its stockholdersStockholders, and (ii) in preference the case of a Sale or Merger, from the net proceeds therefrom (defined for these purposes to mean the proceeds whether cash, securities or property, available for distribution to Stockholders or payable to the holders of, and before any payment Stockholders by reason of the Sale or distribution is made on, any Junior StockMerger), an amount equal to the greater Invested Amount, plus the amount of all accrued and unpaid dividends thereon (whether or not declared) on such share from the Original Issue Date (the "Liquidation Value"). For purposes of this Section (b), a "Sale or Merger" of the Corporation shall mean (i) the Liquidation Preference plus the Accumulated Cash Dividends, and (ii) the sum of (A) the product of the Exchange Rate multiplied by the Market Value as of the effective date of such liquidation, winding up or dissolution plus (B) the Accumulated Cash Dividends thereon. 4.2 In the event of any liquidation, winding-up or dissolution of the Parent, whether voluntary or involuntary, each Holder shall be entitled to receive, in respect of such shares of Preferred Stock, and to be paid out of the assets of the Company available for distribution to its stockholders, in preference to the holders of, and before any payment or distribution is made on, any Junior Stock, an amount equal to the greater of (i) the Liquidation Preference plus the Accumulated Cash Dividends thereon and (ii) the amount such Holder would have received had such Holder, immediately prior to such liquidation, winding-up or dissolution of the Parent, exchanged such Preferred Stock for Parent Common Shares in accordance with Section 5.1. Such payment shall be made regardless of whether there is a liquidation, winding-up or dissolution of the Company. 4.3 Neither the sale, conveyance, exchange or transfer (for cash, shares of stock, securities or other consideration) sale of all or substantially all the Corporation's assets or business and (ii) the acquisition of the Company Corporation by another entity (other than an entity that is wholly-owned by Alterra Healthcare Corporation, a Delaware corporation) by way of merger or consolidation resulting in the exchange of the outstanding shares of the Corporation for securities or consideration issued, or caused to be issued, by the acquiring corporation or its parent or subsidiary. All the preferential amounts to be paid to the holders of the Preferred Stock under this Section (b) shall be paid or set apart for payment before the payment or setting apart for payment of any amount for, or the distribution of any assets of the Corporation to, the holders of the Common Stock or any class or series of stock of the Corporation ranking junior to the Preferred Stock in connection with the liquidation, winding up or dissolution of its business), nor the merger or consolidation of the Company into or with any other Person shall be deemed to be a liquidation, winding-up or dissolution, voluntary or involuntary, for the purposes of this Section 4. 4.4 After the payment in full to the Holders of the amounts provided for in this Section 4, the Holders of shares of Preferred Stock as such shall have no right or claim to any of the remaining assets of the Company in respect of their ownership of such Preferred Stock. 4.5 In the event the assets of the Company available for distribution to the Holders upon any liquidation, winding-up or dissolution of the Company, whether voluntary or involuntary, shall be insufficient to pay in full all amounts to which such Holders are entitled pursuant to Section 4.1 and 4.2, no such distribution shall be made on account of any shares of Parity Stock upon such liquidation, dissolution or winding-up unless proportionate distributable winding up, or a Sale or Merger. If the assets or surplus funds to be distributed to the holders of the Preferred Stock are insufficient to permit the payment to such holders of the full amounts payable to such holders, the assets and surplus funds legally available for distribution shall be paid on account distributed ratably among the holders of the shares of Preferred Stock, equally and ratably, Stock in proportion to the full distributable amounts for which Holders of all Preferred Stock and of any Parity Stock are amount each such holder is otherwise entitled upon such liquidation, winding-up or dissolutionto receive.

Liquidation Rights. 4.1 In (a) Upon the event of any liquidationdissolution, liquidation or winding-up or dissolution of the CompanyCorporation, whether voluntary or involuntary, each Holder the holders of the shares of the Series F Preferred Stock shall be entitled to receive, in respect of each share of Preferred Stock, and to be paid out before any payment or distribution of the assets of the Company available Corporation or proceeds thereof (whether capital or surplus) shall be made to or set apart for distribution to its stockholdersthe holders of the Series E Preferred Stock, in preference the Common Stock or any other class or series of stock ranking junior to the holders ofSeries F Preferred Stock upon liquidation, and before any payment dissolution or distribution is made onwinding-up, any Junior Stock, an amount equal to the greater amount of (i) $192.50 per share, plus a sum equal to all dividends on such shares (whether or not earned or declared) accrued and unpaid thereon to the Liquidation Preference plus the Accumulated Cash Dividendsdate of final distribution, and (ii) the sum amount the holder would have received upon such final distribution, if the shares of (A) the product Series F Preferred Stock had been converted into shares of the Exchange Rate multiplied by the Market Value as Common Stock pursuant to Section 3 of the effective date of such liquidationthis Article. If, winding up or dissolution plus (B) the Accumulated Cash Dividends thereon. 4.2 In the event of upon any liquidation, dissolution or winding-up or dissolution of the ParentCorporation, whether voluntary or involuntary, each Holder shall be entitled to receive, in respect of such shares of Preferred Stock, and to be paid out of the assets of the Company available for distribution to its stockholdersCorporation, in preference to or proceeds thereof, distributable among the holders of, of shares of the Series F Preferred Stock and before any payment other class or distribution is made on, any Junior Stock, an amount equal series of Preferred Stock ranking on a parity with the Series F Preferred Stock as to the greater of (i) the Liquidation Preference plus the Accumulated Cash Dividends thereon and (ii) the amount such Holder would have received had such Holder, immediately prior to such payments upon liquidation, dissolution or winding-up or dissolution of the Parent, exchanged such Preferred Stock for Parent Common Shares in accordance with Section 5.1. Such payment shall be made regardless of whether there is a liquidation, winding-up or dissolution of the Company. 4.3 Neither the sale, conveyance, exchange or transfer (for cash, shares of stock, securities or other consideration) of all or substantially all the assets or business of the Company (other than in connection with the liquidation, winding up or dissolution of its business), nor the merger or consolidation of the Company into or with any other Person shall be deemed to be a liquidation, winding-up or dissolution, voluntary or involuntary, for the purposes of this Section 4. 4.4 After the payment in full to the Holders of the amounts provided for in this Section 4, the Holders of shares of Preferred Stock as such shall have no right or claim to any of the remaining assets of the Company in respect of their ownership of such Preferred Stock. 4.5 In the event the assets of the Company available for distribution to the Holders upon any liquidation, winding-up or dissolution of the Company, whether voluntary or involuntary, shall be insufficient to pay in full the preferential amount aforesaid, then such assets or the proceeds thereof shall be distributed among such holders ratably in accordance with the respective amounts which would be payable on such shares if all amounts to which such Holders are entitled pursuant to Section 4.1 and 4.2payable thereon were paid in full. (b) For the purposes of this Sectxxx 0, no such distribution xxxx xx the following shall be made on account of any shares of Parity Stock upon such deemed to be a voluntary or involuntary liquidation, dissolution or winding-winding up unless proportionate distributable amounts shall be paid on account of the shares of Preferred StockCorporation: (i) the sale, equally and ratablylease, in proportion to the full distributable amounts for which Holders transfer or exchange of all Preferred Stock and or substantially all of any Parity Stock are entitled upon the assets of the Corporation; or (ii) the consolidation or merger of the Corporation with one or more other corporations (whether or not the Corporation is the corporation surviving such liquidation, winding-up consolidation or dissolutionmerger).

Liquidation Rights. 4.1 In the event of (a) Upon any liquidation, winding-dissolution or winding up or dissolution of the CompanyCorporation, whether voluntary or involuntaryinvoluntary (a “Liquidation Event”), each Holder after payment or provision for payment of debts and other liabilities of the Corporation, before any distribution or payment shall be made to the holders of any other equity securities of the Corporation by reason of their ownership thereof, the Holders of Series A Preferred Stock shall first be entitled to receive, in respect of each share of Preferred Stock, and to be paid out of the assets of the Company Corporation available for distribution to its stockholdersstockholders an amount with respect to each share of Series A Preferred Stock equal to $1.53 (the “Original Series A Issue Price”), plus any declared and accrued but unpaid dividends thereon (collectively, the “Series A Liquidation Value”). (b) After payment has been made to the Holders of the Series A Preferred Stock of the full amount of the Series A Liquidation Value, any remaining assets of the Corporation (or the consideration received by the Corporation or its stockholders in preference such Acquisition or Asset Transfer) shall be distributed ratably to the holders ofof the Corporation's Common Stock and Series A Preferred Stock (on an as-if-converted to Common Stock basis) . (c) In the case of any merger, and before consolidation, business combination, reorganization or recapitalization of the Corporation (other than any payment merger effected solely for the purpose of changing the domicile of the Corporation) in which the Corporation is not the surviving entity or distribution in which the stockholders of the Corporation immediately prior to such transaction own capital stock representing less than 50% of the Corporation’s voting power immediately after such transaction or any transaction or series of related transactions in which capital stock representing in excess of 50% of the Corporation’s voting power is made on, any Junior Stocktransferred (each, an amount equal to the greater “Acquisition”) or a sale, conveyance, transfer, lease, exclusive license or other disposition of (i) the Liquidation Preference plus the Accumulated Cash Dividends, and (ii) the sum of (A) the product of the Exchange Rate multiplied by the Market Value as of the effective date of such liquidation, winding up all or dissolution plus (B) the Accumulated Cash Dividends thereon. 4.2 In the event of any liquidation, winding-up or dissolution of the Parent, whether voluntary or involuntary, each Holder shall be entitled to receive, in respect of such shares of Preferred Stock, and to be paid out substantially all of the assets of the Company available for distribution to its stockholders, in preference to the holders of, and before any payment or distribution is made on, any Junior StockCorporation (each, an amount equal “Asset Transfer”), the Holders of the Series A Preferred Stock shall be entitled to the greater of (i) the Liquidation Preference plus the Accumulated Cash Dividends thereon and (ii) receive the amount such Holder would have received had such Holder, immediately prior to such liquidation, winding-up or dissolution of the Parent, exchanged such Preferred Stock for Parent Common Shares in accordance with Section 5.1. Such payment shall be made regardless of whether there is a liquidation, winding-up or dissolution of the Company. 4.3 Neither the sale, conveyance, exchange or transfer (for cash, shares of stock, securities or other considerationproperty which such Holders would be entitled to receive in a Liquidation Event pursuant to sections 2(a) and 2(b). (d) If, upon any liquidation, dissolution or winding up of all or substantially all the Corporation, the assets or business of the Company (other than in connection with the liquidation, winding up or dissolution of its business), nor the merger or consolidation of the Company into or with any other Person Corporation shall be deemed insufficient to be a liquidation, winding-up or dissolution, voluntary or involuntary, for the purposes of this Section 4. 4.4 After the make payment in full to all Holders of Series A Preferred Stock, then such assets shall be distributed among the Holders of Series A Preferred Stock at the time outstanding, ratably in proportion to the full amounts to which they would otherwise be respectively entitled. (e) Whenever any distribution provided for in this Section 42 shall be payable in securities or property other than cash, the Holders value of shares of Preferred Stock as such shall have no right or claim to any of the remaining assets of the Company in respect of their ownership of such Preferred Stock. 4.5 In the event the assets of the Company available for distribution to the Holders upon any liquidation, winding-up or dissolution of the Company, whether voluntary or involuntary, shall be insufficient to pay in full all amounts to which such Holders are entitled pursuant to Section 4.1 and 4.2, no such distribution shall be made on account of any shares of Parity Stock upon such liquidation, dissolution or winding-up unless proportionate distributable amounts shall be paid on account of the shares of Preferred Stock, equally and ratably, fair market value thereof as determined in proportion to good faith by the full distributable amounts for which Holders of all Preferred Stock and of any Parity Stock are entitled upon such liquidation, winding-up or dissolutionBoard.

Liquidation Rights. 4.1 In (a) Upon the event of any voluntary or involuntary liquidation, winding-dissolution or winding up or dissolution of the CompanyCorporation, whether voluntary or involuntary, each Holder the holders of the shares of the Series B Preferred Stock shall be entitled to receive, in respect of each share of Preferred Stock, receive and to be paid out of the assets of the Company Corporation legally available for distribution to its stockholders, in preference to the holders of, and before any payment or distribution is shall be made on, on the common stock or on any Junior Stock, an amount equal other class of stock ranking junior to the greater of (i) Series B Preferred Stock upon liquidation, liquidating distributions in the Liquidation Preference plus the Accumulated Cash Dividends, and (ii) the sum of (A) the product amount of the Exchange Rate multiplied by Initial Liquidation Preference, plus accrued and unpaid dividends thereon, if any, to the Market Value as of the effective date of such liquidation, winding up or dissolution plus (B) the Accumulated Cash Dividends thereon. 4.2 In (b) After the event of any liquidation, winding-up or dissolution of the Parent, whether voluntary or involuntary, each Holder shall be entitled to receive, in respect of such shares of Preferred Stock, and to be paid out of the assets of the Company available for distribution to its stockholders, in preference payment to the holders of, and before any payment or distribution is made on, any Junior Stock, an amount equal to the greater of (i) the Liquidation Preference plus the Accumulated Cash Dividends thereon and (ii) the amount such Holder would have received had such Holder, immediately prior to such liquidation, winding-up or dissolution of the Parent, exchanged such shares of the Series B Preferred Stock for Parent Common Shares in accordance with Section 5.1. Such payment shall be made regardless of whether there is a liquidation, winding-up or dissolution of the Company. 4.3 Neither the sale, conveyance, exchange or transfer (for cash, shares of stock, securities or other consideration) of all or substantially all the assets or business of the Company (other than in connection with the liquidation, winding up or dissolution of its business), nor the merger or consolidation of the Company into or with any other Person shall be deemed to be a liquidation, winding-up or dissolution, voluntary or involuntary, for the purposes of this Section 4. 4.4 After the payment in full to the Holders of the preferential amounts provided for in this Section 46, the Holders holders of shares of the Series B Preferred Stock as such shall have no right or claim to any of the remaining assets of the Company in respect of their ownership of such Preferred StockCorporation. 4.5 In the event the assets of the Company available for distribution to the Holders (c) If, upon any liquidation, winding-up or dissolution of the Company, whether voluntary or involuntary, shall be insufficient to pay in full all amounts to which such Holders are entitled pursuant to Section 4.1 and 4.2, no such distribution shall be made on account of any shares of Parity Stock upon such involuntary liquidation, dissolution or winding-winding up unless proportionate distributable of the Corporation, the liquidating distribution on the shares of the Series B Preferred Stock and the corresponding amounts shall be payable on any other shares of stock of the Corporation ranking as to any such distribution on a parity with the shares of the Series B Preferred Stock are not paid on account in full, the holders of the shares of the Series B Preferred Stock, equally Stock and ratably, of such other shares will share ratably in any such distribution of assets of the Corporation in proportion to the full distributable amounts for respective liquidating distributions to which Holders they are entitled. (d) Neither the sale of all Preferred Stock and or substantially all the property or business of the Corporation, nor the merger or consolidation of the Corporation into or with any other corporation or the merger or consolidation of any Parity Stock are entitled upon such other corporation into or with the Corporation, shall be deemed to be a liquidation, winding-up dissolution or dissolutionwinding up, voluntary or involuntary, for the purposes of this Section 6.

Liquidation Rights. 4.1 (a) In the event of any liquidation, winding-up or dissolution Liquidation of the Company, whether voluntary or involuntary, each Holder shall be entitled to receive, in respect of each share of Preferred StockUnit held by it, and to be paid out of the assets of the Company (or, if the Company does not have sufficient assets to pay the entire Liquidation Preference, the assets of the Parent) available for distribution to its stockholders, the Company’s members in preference to the holders of, and before any payment or distribution is made on, or assets set aside for, any Junior StockShare or Junior Units, an amount equal to the greater of (i) the Liquidation Preference plus the Accumulated Cash Dividends, and (ii) the sum of (A) the product of the Exchange Rate multiplied by the Market Value as of the effective date of to which such liquidation, winding up or dissolution plus (B) the Accumulated Cash Dividends thereonHolder is entitled. 4.2 (b) In the event of any liquidation, winding-up or dissolution Liquidation of the Parent, whether voluntary or involuntary, and whether or not there is a subsequent or concurrent Liquidation of the Company, each Holder shall be entitled to receive, in respect of such shares of each Preferred StockUnit held by it, and to be paid out of the assets of the Company (or, if the Company does not have sufficient assets to pay the entire Liquidation Preference, the assets of the Parent) available for distribution to its stockholders, the Company’s members in preference to the holders of, and before any payment or distribution is made on, or assets set aside for, any Junior StockShares or Junior Units, an amount equal the Liquidation Preference to which such Holder is entitled. In furtherance of the greater foregoing, the Company, the Board and all of the Members shall execute such documents and instruments and take such action as may be reasonably required to carry out the right of the Members holding Preferred Units set forth in this Section 6.4(b). (c) Other than in connection with the Liquidation of its business, (i) the Liquidation Preference plus the Accumulated Cash Dividends thereon and (ii) the amount such Holder would have received had such Holder, immediately prior to such liquidation, winding-up or dissolution of the Parent, exchanged such Preferred Stock for Parent Common Shares in accordance with Section 5.1. Such payment shall be made regardless of whether there is a liquidation, winding-up or dissolution of the Company. 4.3 Neither neither the sale, conveyance, exchange or transfer (for cash, shares of stock, securities or other consideration) of all or substantially all the assets or business of the Company or Parent or (other than in connection with the liquidation, winding up or dissolution of its business), nor ii) the merger or consolidation of the Company or Parent into or with any other Person Person, in each case shall be deemed to be a liquidation, winding-up or dissolutionLiquidation, voluntary or involuntary, for the purposes of this Section 46.4. 4.4 (d) After the payment in full to the Holders of the amounts provided for in this Section 46.4, the Holders of shares of Preferred Stock as such shall have no right or claim to any of the remaining assets of the Company in respect of their ownership of such Preferred StockUnits. After the payment in full to the Holders of the amounts provided for in this Section 6.4, the Preferred Units shall be deemed to be redeemed for such amounts and automatically canceled, all distributions on the Preferred Units shall cease to accrue and all other rights with respect to the Preferred Units, including the rights, if any, to receive notices, will terminate. 4.5 (e) In the event the assets of the Company available for distribution to the Holders upon any liquidation, winding-up or dissolution Liquidation of the CompanyCompany or Parent, whether voluntary or involuntary, shall be insufficient to pay in full all amounts to which such Holders are entitled pursuant to this Section 4.1 6.4 and 4.2the liquidating distributions payable to all holders of any Parity Units, no the amounts distributed to the Holders and to the holders of all such distribution Parity Units shall be made on account of any shares of Parity Stock upon such liquidation, dissolution or winding-up unless proportionate distributable amounts shall be paid on account of the shares of Preferred Stockpaid, equally and ratably, in proportion to the full distributable amounts for which Holders of all Preferred Stock Units and holders of any Parity Stock Units are entitled upon such liquidationLiquidation assuming sufficient funds are available for the payment thereof in full and, winding-up for the avoidance of doubt, no such distribution shall be made on account of any Junior Shares or dissolutionJunior Units. For the avoidance of doubt, no provision of this Section 6.4 shall prejudice or otherwise adversely affect the rights of Holders under the Exchange Agreement or the Guarantee Agreement, including to collect from Parent under the Guarantee Agreement all amounts to which such Holders are entitled pursuant to this Section 6.4.

Liquidation Rights. 4.1 In (a) Upon the event of any liquidation, winding-dissolution, or winding up or dissolution of the Companyaffairs of the Trust, whether voluntary or involuntary, each Holder Holders (and former Holders in respect only of Additional Dividend Rights as described in clause (ii) below) shall be entitled to receive, in respect of each share of Preferred Stock, and to be paid out of the assets of the Company Trust available for distribution to its stockholders, in preference to the holders of, and shareholders after satisfying claims of creditors but before any payment or distribution is made onon the Common Shares or on any other class of shares of beneficial interest ranking junior to the MMP upon dissolution, any Junior Stockliquidation or winding up, a liquidation distribution in the amount of $100,000 per share plus an amount equal to the greater of (i) accumulated and unpaid dividends on each such share (whether or not earned) to the Liquidation Preference plus the Accumulated Cash Dividends, date of such distribution and (ii) the sum of (A) the product of the Exchange Rate multiplied by the Market Value as of the effective date of such liquidationAdditional Dividends that are unpaid, winding up or dissolution plus (B) the Accumulated Cash Dividends thereon. 4.2 In the event of any liquidation, winding-up or dissolution of the Parent, whether voluntary or involuntary, each Holder shall be entitled to receiveif any, in respect of such shares of Preferred Stock, and to be paid out of the assets of the Company available for distribution to its stockholders, in preference Additional Dividend Rights declared prior to the holders of, and before any payment or distribution is made on, any Junior Stock, an amount equal to the greater of (i) the Liquidation Preference plus the Accumulated Cash Dividends thereon and (ii) the amount such Holder would have received had such Holder, immediately prior to such liquidation, winding-up or dissolution of the Parent, exchanged such Preferred Stock for Parent Common Shares in accordance with Section 5.1. Such payment shall be made regardless of whether there is a liquidation, winding-up or dissolution of the Company. 4.3 Neither the sale, conveyance, exchange or transfer (for cash, shares of stock, securities or other consideration) of all or substantially all the assets or business of the Company (other than in connection with the liquidation, winding up or dissolution of its business), nor the merger or consolidation of the Company into or with any other Person shall be deemed to be a liquidation, winding-up or dissolution, voluntary or involuntary, for the purposes of this Section 4. 4.4 After the payment in full to the Holders of the amounts provided for full amount of the liquidation distributions to which they are entitled pursuant to the first sentence of this paragraph 12.6(a), Holders (in this Section 4, the Holders of shares of Preferred Stock their capacity as such Holders) shall have no right or claim to any of the remaining assets of the Company in respect of their ownership of such Preferred StockTrust. 4.5 In (b) None of (i) the event sale, lease, or exchange (for cash, stock, securities, or other consideration) of all or substantially all of the property and assets of the Trust, (ii) the merger or consolidation of the Trust into or with any other entity, and (iii) the merger or consolidation of any other entity into or with the Trust shall be deemed to be a dissolution, liquidation, or winding up, voluntary or involuntary, for the purposes of this paragraph 12.6. (c) If the assets of the Company Trust available for distribution to the Holders (and, only to the extent described in paragraph 12.6(a) above, former Holders), upon any the dissolution, liquidation, winding-or winding up or dissolution of the CompanyTrust, whether voluntary or involuntary, shall be insufficient to pay in the full all amounts amount of the liquidation distributions to which such the Holders (and, only to the extent described in paragraph 12.6(a) above, former Holders) are entitled pursuant to Section 4.1 and 4.2paragraph 12.6(a) above, no such distribution shall be made on account of any shares of Parity Stock MMP or any shares of beneficial interest ranking on a parity with the shares of MMP with respect to the distribution of assets upon such liquidationdissolution, dissolution liquidation or winding-up winding up, unless proportionate distributable amounts shall be paid on account of distributed among the shares of Preferred StockHolders (and, equally and ratablyonly to the extent described in paragraph 12.6(a) above, former Holders), ratably in proportion to the full distributable amounts for amount of the distribution to which Holders each Holder (and, only to the extent described in paragraph 12.6(a) above, each former Holder), and the holders of all Preferred Stock and of any Parity Stock are such parity shares would have been entitled upon such liquidationdissolution, winding-up liquidation or dissolutionwinding up.

Liquidation Rights. 4.1 (a) In the event of any liquidation, winding-dissolution or winding up or dissolution of the CompanyCorporation, whether voluntary or involuntary, the holder of each Holder share of the Series A Preferred Stock then outstanding shall be entitled to receive, in respect of each share of Preferred Stock, and to be paid receive out of the remaining assets of the Company Corporation available for distribution to its stockholders, in preference to the holders of, and before any payment or distribution is declaration and setting apart for payment of any amount shall be made on, any Junior in respect of Common Stock, an amount equal to $________. [this blank will equal the greater original issue price per share of Xxxxx Series B Preferred Stock (i$20.9036) the Liquidation Preference plus the Accumulated Cash Dividends, and (ii) the sum of (A) the product of the Exchange Rate multiplied divided by the Market Value as Conversion Ratio] (which amount shall be adjusted proportionately in the event the shares of Series A Preferred Stock are subdivided into a greater number or combined into a lesser number) plus an amount equal to any accrued but unpaid dividends through the effective date of such liquidation, dissolution or winding up or dissolution plus of the Corporation (B) the Accumulated Cash Dividends thereon. 4.2 In the event of "Series A Preferred Stock Liquidation Preference"). If, upon any liquidation, winding-dissolution or winding up or dissolution of the ParentCorporation, whether voluntary or involuntary, each Holder shall be entitled to receive, in respect of such shares of Preferred Stock, and the assets to be paid out of the assets of the Company available for distribution to its stockholders, in preference distributed to the holders of, and before any of Series A Preferred Stock shall be insufficient to permit the payment or distribution is made on, any Junior Stock, an amount equal to of the greater of (i) the full Series A Preferred Stock Liquidation Preference plus the Accumulated Cash Dividends thereon and (ii) the amount such Holder would have received had such Holder, immediately prior pursuant to such liquidation, winding-up or dissolution of the Parent, exchanged such Preferred Stock for Parent Common Shares in accordance with this Section 5.1. Such payment shall be made regardless of whether there is a liquidation, winding-up or dissolution of the Company. 4.3 Neither the sale, conveyance, exchange or transfer (for cash, shares of stock, securities or other consideration) of all or substantially all the assets or business of the Company (other than in connection with the liquidation, winding up or dissolution of its business4(a), nor the merger or consolidation of the Company into or with any other Person shall be deemed to be a liquidation, winding-up or dissolution, voluntary or involuntary, for the purposes of this Section 4. 4.4 After the payment in full to the Holders of the amounts provided for in this Section 4, the Holders of shares of Preferred Stock as such shall have no right or claim to any then all of the remaining assets of the Company in respect Corporation to be distributed shall be distributed ratably to the holders of their ownership of such Series A Preferred Stock. 4.5 In (b) A merger, consolidation or reorganization of the event Corporation with or into any other corporation or corporations that results in the transfer of fifty percent (50%) or more of the outstanding voting stock of the Corporation (other than a transaction effected primarily for the purpose of changing the domicile of the Corporation), a sale of all or substantially all of the assets of the Company available for distribution to the Holders upon any liquidationCorporation, winding-up or dissolution a transaction or series of related transactions (other than a public offering of the CompanyCorporation's securities, whether voluntary or involuntaryfollowing which a majority of the Board is comprised of those persons who were members of the Board prior to such offering) in which the Corporation issues shares representing more than fifty percent (50%) of the voting power of the Corporation immediately after giving effect to such transaction, shall be insufficient to pay in full all amounts to which such Holders are entitled pursuant to Section 4.1 and 4.2, no such distribution shall be made on account of any shares of Parity Stock upon such treated as a liquidation, dissolution or winding-winding up unless proportionate distributable amounts for purposes of this Section 4. Any securities to be delivered to the holders of the Series A Preferred Stock and Common Stock pursuant to such event shall be paid valued as follows: (i) Securities not subject to investment letter or other similar restrictions on account free marketability: (A) If traded on a securities exchange or reported on a national inter dealer quotation system, the value shall be deemed to be the average of the closing prices of the securities on such exchange over the 30-day period ending three (3) days prior to the closing; (B) If actively traded over the counter and not reported on a national inter dealer quotation system, the value shall be deemed to be the average of the closing bid prices over the 30-day period ending three (3) days prior to the closing; and (C) If there is no active public market, the value shall be the fair market value thereof, as determined in good faith by the Board. (ii) The method of valuation of securities subject to investment letter or other restrictions on free marketability shall be to make an appropriate discount from the market value determined as above in (i)(A), (B) or (C) to reflect the approximate fair market value thereof, as determined in good faith by the Board. (c) In the event of a transaction (or series of related transactions) to be treated as a liquidation pursuant to this Section 4, the Corporation shall give each holder of record of Series A Preferred Stock written notice of such impending transaction not later than twenty (20) days prior to the stockholders' meeting called to approve such transaction, or twenty (20) days prior to the closing of such transaction, whichever is earlier, and shall also notify such holders in writing of the final approval of such transaction. The first of such notices shall describe the material terms and conditions of the impending transaction and the provisions of this Section 4, and the Corporation shall thereafter give such holders prompt notice of any material changes. The transaction shall in no event take place sooner than twenty (20) days after the Corporation has given the first notice provided for herein or sooner than ten (10) days after the Corporation has given notice of any material changes provided for herein; provided, however, that such periods may be shortened upon the written consent of the holders of a majority of the shares of Series A Preferred Stock, equally and ratably, in proportion to the full distributable amounts for which Holders of all Preferred Stock and of any Parity Stock are entitled upon such liquidation, winding-up or dissolution.

Liquidation Rights. 4.1 In (a) Upon the event of any liquidationdissolution, winding-liquidation or winding up or dissolution of the Companyaffairs of the Trust, whether voluntary or involuntary, each Holder the Holders of the APS then outstanding shall be entitled to receive, in respect of each share of Preferred Stock, receive and to be paid out of the assets of the Company Trust available for distribution to its stockholdersshareholders, in preference to the holders of, and before any payment or distribution is shall be made onon the Common Shares or on any other class of shares of the Trust ranking junior to the APS upon dissolution, any Junior Stockliquidation or winding up, an amount equal to the greater of (i) liquidation preference with respect to such shares. The liquidation preference for the Liquidation Preference plus the Accumulated Cash Dividends, and (ii) the sum of (A) the product of the Exchange Rate multiplied by the Market Value as of the effective date of such liquidation, winding up or dissolution plus (B) the Accumulated Cash Dividends thereon. 4.2 In the event of any liquidation, winding-up or dissolution of the Parent, whether voluntary or involuntary, each Holder APS shall be entitled to receive$50,000 per share, in respect of such shares of Preferred Stock, and to be paid out of the assets of the Company available for distribution to its stockholders, in preference to the holders of, and before any payment or distribution is made on, any Junior Stock, plus an amount equal to all dividends thereon (whether or not earned or declared) accumulated but unpaid to the greater date of (i) final distribution in same-day funds, together with any payments required to be made pursuant to Section 12 in connection with the Liquidation Preference plus the Accumulated Cash Dividends thereon and (ii) the amount such Holder would have received had such Holder, immediately prior to such liquidation, winding-up or dissolution liquidation of the Parent, exchanged such Preferred Stock for Parent Common Shares in accordance with Section 5.1. Such payment shall be made regardless of whether there is a liquidation, winding-up or dissolution of the CompanyTrust. 4.3 (b) Neither the sale, conveyance, exchange or transfer (for cash, shares of stock, securities or other consideration) sale of all or substantially all of the assets property or business of the Company (other than in connection with the liquidation, winding up or dissolution of its business)Trust, nor the merger or consolidation of the Company Trust into or with any other Person corporation nor the merger or consolidation of any other corporation into or with the Trust shall be deemed to be a liquidation, winding-up or dissolution, liquidation or winding up, whether voluntary or involuntary, for the purposes of this Section 46 provided that S&P (if S&P is then rating the APS) has been notified in writing and requested to confirm whether such action would adversely affect the rating assigned. 4.4 (c) After the payment in full to the Holders of the APS of the full preferential amounts provided for in this Section 46, the Holders of shares of Preferred Stock the APS as such shall have no right or claim to any of the remaining assets of the Company in respect of their ownership of such Preferred StockTrust. 4.5 (d) In the event the assets of the Company Trust available for distribution to the Holders of the APS upon any liquidationdissolution, winding-liquidation or winding up or dissolution of the Companyaffairs of the Trust, whether voluntary or involuntary, shall be insufficient to pay in full all amounts to which such Holders are entitled pursuant to paragraph (a) of this Section 4.1 and 4.26, no such distribution shall be made on account of any shares of Parity Stock any other class or series of Preferred Shares ranking on a parity with the APS with respect to the distribution of assets upon such liquidationdissolution, dissolution liquidation or winding-winding up unless a proportionate distributable amounts distributive amount shall be paid on account of the shares of Preferred StockAPS, equally and ratably, in proportion to the full distributable amounts for which Holders holders of all Preferred Stock and of any Parity Stock such parity shares are respectively entitled upon such liquidationdissolution, winding-liquidation or winding up. (e) Subject to the rights of the holders of shares of any series or class or classes of shares ranking on a parity with the APS with respect to the distribution of assets upon dissolution, liquidation or winding up of the affairs of the Trust, after payment shall have been made in full to the Holders of the APS as provided in paragraph (a) of this Section 6, but not prior thereto, any other series of class or classes of shares ranking junior to the APS with respect to the distribution of assets upon dissolution, liquidation or winding up of the affairs of the Trust 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 Holders of the APS shall not be entitled to share therein.

Liquidation Rights. 4.1 5.1 In the event of any liquidation, winding-up or dissolution of the Company, whether voluntary or involuntary, each Holder shall be entitled to receive, in respect of each share of Preferred Stock, and to be paid out of the assets of the Company available for distribution to its stockholders, after satisfaction of liabilities to holders of shares of Senior Stock, if any, in preference to the holders of, and before any payment or distribution is made on, any Junior Stock, an amount equal to the greater of (i) the Liquidation Preference plus the Accumulated Cash Dividends, and (ii) the sum of (A) the product of the Exchange Rate multiplied by the Market Value as of the effective date of such liquidation, winding up or dissolution plus (B) the Accumulated Cash Dividends thereon. 4.2 5.2 In the event of any liquidation, winding-up or dissolution of the Parent, whether voluntary or involuntary, each Holder shall be entitled to receive, in respect of such shares of Preferred Stock, and to be paid out of the assets of the Company available for distribution to its stockholders, in preference to the holders of, and before any payment or distribution is made on, any Junior Stock, an amount equal to the greater of (i) the Liquidation Preference plus the Accumulated Cash Dividends thereon and (ii) the amount such Holder would have received had such Holder, immediately prior to such liquidation, winding-up or dissolution of the Parent, exchanged such Preferred Stock for Parent Common Shares in accordance with Section 5.16.1. Such payment shall be made regardless of whether there is a liquidation, winding-winding- up or dissolution of the Company. 4.3 5.3 Neither the sale, conveyance, exchange or transfer (for cash, shares of stock, securities or other consideration) of all or substantially all the assets or business of the Company (other than in connection with the liquidation, winding up or dissolution of its business), nor the merger or consolidation of the Company into or with any other Person shall be deemed to be a liquidation, winding-up or dissolution, voluntary or involuntary, for the purposes of this Section 45. 4.4 5.4 After the payment in full to the Holders of the amounts provided for in this Section 45, the Holders of shares of Preferred Stock as such shall have no right or claim to any of the remaining assets of the Company in respect of their ownership of such Preferred Stock. 4.5 5.5 In the event the assets of the Company available for distribution to the Holders upon any liquidation, winding-up or dissolution of the Company, whether voluntary or involuntary, shall be insufficient to pay in full all amounts to which such Holders are entitled pursuant to Section 4.1 5.1 and 4.25.2, no such distribution shall be made on account of any shares of Parity Stock upon such liquidation, dissolution or winding-up unless proportionate distributable amounts shall be paid on account of the shares of Preferred Stock, equally and ratably, in proportion to the full distributable amounts for which Holders of all Preferred Stock and of any Parity Stock are entitled upon such liquidation, winding-up or dissolution.

Liquidation Rights. 4.1 In the event of any liquidation, winding-up or dissolution of the Company, whether voluntary or involuntary, each Holder shall be entitled to receive, in respect of each share of Preferred Stock, and to be paid out of the assets of the Company available for distribution to its stockholders, in preference to the holders of, and before any payment or distribution is made on, any Junior Stock, an amount equal to the greater of (i) the Liquidation Preference plus the Accumulated Cash Dividends, and (ii) the sum of (A) the product of the Exchange Rate multiplied by the Market Value as of the effective date of such liquidation, winding up or dissolution plus (B) the Accumulated Cash Dividends thereon. 4.2 In the event of any liquidation, winding-up or dissolution of the Parent, whether voluntary or involuntary, each Holder shall be entitled to receive, in respect of such shares of Preferred Stock, and to be paid out of the assets of the Company available for distribution to its stockholders, in preference to the holders of, and before any payment or distribution is made on, any Junior Stock, an amount equal to the greater of (i) the Liquidation Preference plus the Accumulated Cash Dividends thereon and (ii) the amount such Holder would have received had such Holder, immediately prior to such liquidation, winding-up or dissolution of the Parent, exchanged such Preferred Stock for Parent Common Shares in accordance with Section 5.1. Such payment shall be made regardless of whether there is a liquidation, winding-winding- up or dissolution of the Company. 4.3 Neither the sale, conveyance, exchange or transfer (for cash, shares of stock, securities or other consideration) of all or substantially all the assets or business of the Company (other than in connection with the liquidation, winding up or dissolution of its business), nor the merger or consolidation of the Company into or with any other Person shall be deemed to be a liquidation, winding-up or dissolution, voluntary or involuntary, for the purposes of this Section 4. 4.4 After the payment in full to the Holders of the amounts provided for in this Section 4, the Holders of shares of Preferred Stock as such shall have no right or claim to any of the remaining assets of the Company in respect of their ownership of such Preferred Stock. 4.5 In the event the assets of the Company available for distribution to the Holders upon any liquidation, winding-up or dissolution of the Company, whether voluntary or involuntary, shall be insufficient to pay in full all amounts to which such Holders are entitled pursuant to Section 4.1 and 4.2, no such distribution shall be made on account of any shares of Parity Stock upon such liquidation, dissolution or winding-up unless proportionate distributable amounts shall be paid on account of the shares of Preferred Stock, equally and ratably, in proportion to the full distributable amounts for which Holders of all Preferred Stock and of any Parity Stock are entitled upon such liquidation, winding-up or dissolution.

Liquidation Rights. 4.1 In the event of (i) Upon any liquidation, winding-dissolution, or winding up or dissolution of the CompanyCorporation, whether voluntary or involuntary, each Holder before any distribution or payment shall be made to the holders of any Series B Junior Stock, subject to the rights of any series of Preferred Stock that may from time to time come into existence and which is expressly senior to the rights of the Series B Preferred Stock, the holders of Series B Preferred Stock shall be entitled to receive, in respect of each share of Preferred Stock, and to be paid in cash out of the assets of the Company available Corporation an amount per share of Series B Preferred Stock equal to 100% of the Series B Original Issue Price (as adjusted for distribution any stock dividends, combinations, splits, recapitalizations and the like with respect to its stockholderssuch shares), in preference to the holders of, and before any payment or distribution is made on, any Junior Stock, plus an amount equal to accrued but unpaid dividends (the greater "Liquidation Preference"), for each share of Series B Preferred Stock held by each such holder. If, upon any such liquidation, dissolution, or winding up, the assets of the Corporation shall be insufficient to make payment in full of the Liquidation Preference to all holders of Series B Preferred Stock, then such assets shall be distributed among the holders of Series B Preferred Stock at the time outstanding, ratably in proportion to the full amounts to which they would otherwise be respectively entitled. After the payment of the foregoing full Liquidation Preference of the Series B Preferred Stock and any other distribution that may be required with respect to any series of Preferred Stock that may from time to time come into existence, the assets of the Corporation legally available for distribution, if any, shall be distributed ratably to the holders of the Series B Junior Stock and the Series B Preferred Stock, on an as converted basis; provided, however, that if, in connection with a Sale Transaction (ias defined below), the holders of a share of the Common Stock (before giving effect to the payment of the Liquidation Preference but after giving effect to the payment of the liquidation preference of any other class of Preferred Stock and assuming conversion in full of the outstanding shares of Series B Preferred Stock into Common Stock) would receive consideration with a value of at least four times the Series B Original Issue Price (as adjusted for stock splits, stock dividends, combinations, recapitalizations and the like), then in lieu of the Liquidation Preference plus participation with the Accumulated Cash DividendsSeries B Junior Stock provided for above, the holders of the Series B Preferred Stock shall receive the amount that they would be entitled to receive if all shares of Series B Preferred Stock were converted to Common Stock immediately prior to the Sale Transaction. The Corporation shall not enter into any Sale Transaction that does not provide for the treatment of the holders of Series B Preferred Stock in a manner consistent (assuming in the case of a merger or consolidation that the assets of the Corporation legally available for distribution equals the aggregate consideration to be received by the Corporation's stockholders in such merger or consolidation) with the provisions of this Section (c). In the event the requirements of the immediately preceding sentence are not complied with in connection with a Sale Transaction, the Corporation shall forthwith either (A) cause the closing of such Sale Transaction to be postponed until such time as such requirements have been complied with or (B) cancel such Sale Transaction, in which event the rights, preferences and privileges of the holders of the Series B Preferred Stock shall revert to and be the same as such rights, preferences and privileges existing immediately prior to the date of the first notice referred to in Section (c)(iv) hereof. Upon receipt by any holder of the full amount of the distributions to such holder as contemplated by this Section (c)(i) in respect of any share of Series B Preferred Stock, such share of Series B Preferred Stock shall be deemed to be retired and shall no longer be outstanding. (ii) the sum of The following events (each a "Sale Transaction") shall be considered a liquidation under this Section: (A) the product any consolidation or merger of the Exchange Rate multiplied by Corporation with or into any other corporation or other entity or person, or any other corporate reorganization, in which the Market Value as stockholders of the effective date Corporation immediately prior to such consolidation, merger or reorganization, own less than 50% of the Corporation's voting power immediately after such liquidationconsolidation, winding up merger or dissolution plus reorganization, or any transaction or series of related transactions to which the Corporation is a direct contracting party in which in excess of 50% of the Corporation's voting power is transferred, excluding any consolidation or merger effected exclusively to change the domicile of the Corporation (an "Acquisition"); or (B) the Accumulated Cash Dividends thereon. 4.2 In the event a sale, lease or other disposition of any liquidation, winding-up all or dissolution of the Parent, whether voluntary or involuntary, each Holder shall be entitled to receive, in respect of such shares of Preferred Stock, and to be paid out substantially all of the assets of the Company available for distribution to its stockholders, Corporation (an "Asset Transfer"). (iii) In any of the events set forth in preference to the holders of, and before any payment or distribution is made on, any Junior Stock, an amount equal to the greater of (i) the Liquidation Preference plus the Accumulated Cash Dividends thereon and subparagraph (ii) ), if the amount such Holder would have consideration received had such Holderby the Corporation or its stockholders is other than cash, immediately prior to such liquidation, winding-up or dissolution its value will be deemed its fair market value as determined in good faith by the Board of the Parent, exchanged such Preferred Stock for Parent Common Shares in accordance with Section 5.1Directors. Such payment Any securities shall be made regardless of whether there is valued as follows: (A) Securities not subject to restrictions on free marketability covered by subparagraph (B) below: (1) If traded on a liquidation, winding-up or dissolution of the Company. 4.3 Neither the sale, conveyance, securities exchange or transfer through the Nasdaq National Market (for cash, shares of stock, securities or other consideration) of all or substantially all the assets or business of the Company (other than in connection with the liquidation, winding up or dissolution of its businessa similar national quotation system), nor the merger or consolidation of the Company into or with any other Person value shall be deemed to be a liquidationthe average of the closing prices of the securities on such quotation system over the 30 day period ending three days prior to the closing; (2) If actively traded over-the-counter, winding-up the value shall be deemed to be the average of the closing bid or dissolutionsale prices (whichever is applicable) over the 30 day period ending three days prior to the closing; and (3) If there is no active public market, voluntary or involuntarythe value shall be the fair market value thereof, for as determined in good faith by the purposes Board of this Section 4Directors. 4.4 After (B) The method of valuation of securities subject to restrictions on free marketability (other than restrictions arising solely by virtue of a stockholder's status as an affiliate or former affiliate) shall be to make an appropriate discount from the payment market value determined as above in full subparagraphs (iii)(A)(1), (2) or (3) to reflect the Holders approximate fair market value thereof, as determined in good faith by the Board of the amounts provided for in this Section 4, the Holders of shares of Preferred Stock as such shall have no right or claim to any of the remaining assets of the Company in respect of their ownership of such Preferred StockDirectors. 4.5 In the event the assets of the Company available for distribution to the Holders upon any liquidation, winding-up or dissolution of the Company, whether voluntary or involuntary, shall be insufficient to pay in full all amounts to which such Holders are entitled pursuant to Section 4.1 and 4.2, no such distribution shall be made on account (iv) Written notice of any shares of Parity Stock upon such liquidation, dissolution or winding-winding up unless proportionate distributable amounts (or deemed liquidation, dissolution or winding up) of the Corporation within the meaning of this Section, which states the payment date, the place where said payments shall be paid made and the date on account which conversion rights as set forth herein terminate as to such shares (which shall be not less than 10 days after the date of such notice), shall be given by first class mail, postage prepaid, or by telecopy or facsimile, not less than 20 days prior to the shares payment date stated therein, to the then holders of record of Series B Preferred Stock, equally and ratably, in proportion such notice to be addressed to each such holder at its address as shown on the full distributable amounts for which Holders records of all Preferred Stock and of any Parity Stock are entitled upon such liquidation, winding-up or dissolutionthe Corporation.

Liquidation Rights. 4.1 In the event of any liquidationdissolution, winding-liquidation or winding up or dissolution of the Companyaffairs of the Corporation, whether voluntary or involuntary, after payment or provision for payment of the debts and other liabilities of the Corporation, the holders of each Holder series of Preferred Stock shall be entitled to receive, in respect out of the net assets of the Corporation, an amount for each share equal to the amount fixed and determined by the Board of Directors in any resolution or resolutions providing for the issuance of any particular series of Preferred Stock, plus an amount equal to all dividends accrued and unpaid on shares of such series to be paid out the date fixed for distribution, and no more, before any of the assets of the Company available for distribution to its stockholders, in preference Corporation shall be distributed or paid over to the holders of, and of Common Stock or Class B Stock. (i) before any payment or distribution is of the assets of the Corporation (whether capital or surplus) shall be made on, any Junior to or set apart for the holders of Class B Stock, an amount equal the holders of the shares of Common Stock (including those persons who shall become holders of Common Stock by reason of converting their shares of Class B Stock) shall be entitled to receive $0.25 per share (the greater of (i) the "Common Stock Initial Liquidation Preference plus the Accumulated Cash Dividends, and Amount"); (ii) the sum of (A) the product before any additional payment or distribution of the Exchange Rate multiplied by the Market Value as assets of the effective date Corporation (whether capital or surplus) shall be made to or set apart for the holders of such liquidation, winding up or dissolution plus (B) Common Stock following the Accumulated Cash Dividends thereon. 4.2 In the event of any liquidation, winding-up or dissolution payment of the ParentCommon Stock Initial Liquidation Amount, the holders of Class B Stock shall be entitled to receive $0.50 per share (the "Class B Liquidation Amount"); and (iii) before any additional payment or distribution of the assets of the Corporation (whether voluntary capital or involuntarysurplus) shall be made to or set apart for the holders of Class B Stock following the payment of the Class B Liquidation Amount, each Holder the holders of Common Stock (including those persons who shall become holders of Common Stock by reason of converting their shares of Class B Stock) shall be entitled to receive $0.25 per share (the "Common Stock Additional Liquidation Amount" and, together with the Common Stock Initial Liquidation Amount, the "Common Stock Liquidation Amount"). Following the payment or setting apart for payment of the Common Stock Liquidation Amount and the Class B Liquidation Amount, the holders of Common Stock and Class B Stock shall participate pari passu and be entitled to receive, in respect on a pro rata basis, the remaining assets of such shares the Corporation or proceeds therefrom available for distribution to the holders of Preferred Common Stock and Class B Stock. If, and to be paid out upon any liquidation, dissolution or winding up of the Corporation, the assets of the Company available for distribution to its stockholders, in preference to the holders of, and before any payment Corporation or distribution is made on, any Junior Stock, an amount equal to the greater of proceeds thereof: (i) distributable among the holders of the shares of Common Stock shall be insufficient to pay in full the Common Stock Initial Liquidation Preference plus Amount and liquidating payments on any other shares of stock ranking, as to liquidation, dissolution or winding up, on a parity with the Accumulated Cash Dividends Common Stock, then such assets, or the proceeds thereof, shall be distributed among the holders of shares of Common Stock and any such other stock ratably in accordance with the respective amounts which would be payable on such shares of Common Stock and any such other stock if all amounts payable thereon and were paid in full; (ii) distributable among the amount such Holder would have received had such Holderholders of the shares of Class B Stock shall be insufficient to pay in full the Class B Liquidation Amount and liquidating payments on any other shares of stock ranking, immediately prior as to such liquidation, winding-up dissolution or dissolution winding up, on a parity with the Class B Stock, then such assets, or the proceeds thereof, shall be distributed among the holders of the Parent, exchanged shares of Class B Stock and any such Preferred Stock for Parent Common Shares other stock ratably in accordance with Section 5.1. Such payment the respective amounts which would be payable on such shares of Class B Stock and any such other stock if all amounts payable thereon were paid in full; (iii) distributable among the holders of the shares of Common Stock shall be made regardless insufficient to pay in full the Common Stock Additional Liquidation Amount and liquidating payments on any other shares of whether there is a stock ranking, as to liquidation, winding-up dissolution or dissolution winding up, on a parity with the Common Stock, then such assets, or the proceeds thereof, shall be distributed among the holders of shares of Common Stock and any such other stock ratably in accordance with the respective amounts which would be payable on such shares of Common Stock and any such other stock if all amounts payable thereon were paid in full. For the purposes of this Section V, (i) a consolidation or merger of the Company. 4.3 Neither the saleCorporation with one or more corporations, conveyance, exchange (ii) a sale or transfer (for cash, shares of stock, securities or other consideration) of all or substantially all of the Corporation's assets or business of the Company (other than in connection with the liquidation, winding up or dissolution of its business), nor the merger or consolidation of the Company into or with any other Person iii) a statutory share exchange shall not be deemed to be a liquidation, winding-up dissolution or dissolutionwinding up, voluntary or involuntary, for the purposes of this Section 4. 4.4 After the payment in full to the Holders of the amounts provided for in this Section 4, the Holders of shares of Preferred Stock as such shall have no right or claim to any of the remaining assets of the Company in respect of their ownership of such Preferred Stock. 4.5 In the event the assets of the Company available for distribution to the Holders upon any liquidation, winding-up or dissolution of the Company, whether voluntary or involuntary, shall be insufficient to pay in full all amounts to which such Holders are entitled pursuant to Section 4.1 and 4.2, no such distribution shall be made on account of any shares of Parity Stock upon such liquidation, dissolution or winding-up unless proportionate distributable amounts shall be paid on account of the shares of Preferred Stock, equally and ratably, in proportion to the full distributable amounts for which Holders of all Preferred Stock and of any Parity Stock are entitled upon such liquidation, winding-up or dissolution.

Liquidation Rights. 4.1 (a) In the event of any the liquidation, winding-dissolution or winding up or dissolution of the CompanyCorporation, whether voluntary or involuntary, each Holder holders of the Series A Preferred Stock shall be entitled to receive, in respect of each share of Preferred Stock, and to be paid receive out of the assets of the Company available for distribution Corporation an amount per share equal to its stockholdersone and no/100 dollars ($1.00) per share, in preference plus a sum equal to all unpaid accrued dividends on the holders of, and Series A Preferred Stock before any payment or distribution is made onupon dissolution, any Junior Stock, an amount equal to the greater of (i) the Liquidation Preference plus the Accumulated Cash Dividends, and (ii) the sum of (A) the product of the Exchange Rate multiplied by the Market Value as of the effective date of such liquidation, liquidation or winding up or dissolution plus (B) the Accumulated Cash Dividends thereon. 4.2 In the event of any liquidation, winding-up or dissolution of the Parent, whether voluntary or involuntary, each Holder shall be entitled to receive, in respect of such shares of Preferred Stock, and to be paid out of the assets of the Company available for distribution to its stockholders, in preference to the holders of, and before any payment or distribution is made on, any Junior Stock, an amount equal to the greater of (i) the Liquidation Preference plus the Accumulated Cash Dividends thereon and (ii) the amount such Holder would have received had such Holder, immediately prior to such liquidation, winding-up or dissolution of the Parent, exchanged such Preferred Stock for Parent Common Shares in accordance with Section 5.1. Such payment shall be made regardless on any series or class of whether there is a liquidationcapital stock ranking junior to Series A Preferred Stock as to such payment or distribution, winding-up and after all such payments or dissolution distributions have been made on any series or class of capital stock ranking senior to the Series A Preferred Stock as to such payment or distribution. (b) After payment of the Companypreference set forth in Paragraph 6(a)(i) of this Statement of Designation, the holders of the Series A Preferred Stock shall have no right to any further payment with respect to their shares of Series A Preferred Stock. 4.3 Neither the (c) The sale, conveyance, exchange or transfer (for cash, shares of stock, securities or other consideration) of all or substantially all the assets or business of the Company (other than in connection with property and assets of the liquidationCorporation shall be deemed a voluntary dissolution, liquidation or winding up of the Corporation for purposes of this Paragraph 6. The merger of another corporation into the Corporation, where the Corporation is the surviving corporation shall not be deemed a voluntary dissolution, liquidation or dissolution of its business), nor the winding up. The merger or consolidation of the Company Corporation into or with any other Person corporation shall be deemed to be a liquidationdissolution, winding-up liquidation or dissolutionwinding up, voluntary or involuntary, for the purposes of this Section 4. 4.4 After Paragraph 6 unless such merger or consolidation shall have been approved by the payment in full to the Holders holders of a majority of the amounts provided for in this Section 4, the Holders of then outstanding shares of Preferred Stock as such shall have no right or claim to any of the remaining assets of the Company in respect of their ownership of such Series A Preferred Stock. 4.5 (d) In the event the assets of the Company Corporation available for distribution to the Holders holders of shares of Series A Preferred Stock upon any liquidationdissolution, winding-liquidation or winding up or dissolution of the CompanyCorporation, whether voluntary or involuntary, shall be insufficient to pay in full all amounts to which such Holders holders are entitled pursuant to Section 4.1 and 4.2Paragraph 6(a) of this Statement of Designation, no such distribution shall be made on account of any shares of Parity any other class or series of capital stock of the Corporation ranking on a parity with the shares of Series A Preferred Stock upon such liquidationdissolution, dissolution liquidation or winding-winding up unless proportionate distributable distributive amounts shall be paid on account of the shares of Series A Preferred Stock, equally and ratably, in proportion to the full distributable amounts for which Holders holders of all Preferred Stock and of any Parity Stock such parity shares are respectively entitled upon such liquidationdissolution, winding-liquidation or winding up. (e) Upon the dissolution, liquidation or winding up or dissolutionof the Corporation, the holders of shares of Series A Preferred Stock then outstanding shall be entitled to be paid out of the assets of the Corporation available for distribution to its stockholders all amounts to which such holders are entitled pursuant to Paragraph 6(a)(i) of this Statement of Designation before any payment shall be made to the holders of any class of capital stock of the Corporation ranking junior upon liquidation to Series A Preferred Stock.

Liquidation Rights. 4.1 (a) In the event of any liquidation, winding-up or dissolution of the Company, whether voluntary Company or involuntary, each Holder shall be entitled to receive, in respect of each share of Preferred Stock, and to be paid out of the assets of the Company available for distribution to its stockholders, in preference to the holders of, and before any payment or distribution is made on, any Junior Stock, an amount equal to the greater of (i) the Deemed Liquidation Preference plus the Accumulated Cash Dividends, and (ii) the sum of (A) the product of the Exchange Rate multiplied by the Market Value as of the effective date of such liquidation, winding up or dissolution plus (B) the Accumulated Cash Dividends thereon. 4.2 In the event of any liquidation, winding-up or dissolution of the ParentEvent, whether voluntary or involuntary, each Holder shall be entitled to receive, in respect of such shares of Preferred Stock, and to be paid out of the assets of the Company available for distribution to its stockholders, in preference to the holders of, and before any payment or distribution is made on, any Junior Stock, Stock or any LLC Units an amount per share of Preferred Stock equal to the greater of (i) (1) the Liquidation Preference Original Issue Price thereon multiplied by the Applicable Percentage plus the Accumulated Cash (2) any Accrued Dividends thereon and on such share of Preferred Stock (including all dividends that have previously accreted to Accrued Value pursuant to Section 3(b)), or (ii) the such amount such Holder per share as would have received been payable had such Holder, all shares of Preferred Stock been converted into Common Stock pursuant to Section 6 immediately prior to such liquidation, winding-up or dissolution of the Parent, exchanged such Preferred Stock for Parent Common Shares in accordance with Section 5.1. Such payment shall be made regardless of whether there is a liquidation, winding-up Company or dissolution of the Companyany Deemed Liquidation Event. 4.3 (b) Neither the sale, conveyance, exchange or transfer (for cash, shares of stock, securities or other consideration) of all or substantially all the assets or business of the Company (other than in connection with the liquidation, winding winding-up or dissolution of its business), ) nor the merger or consolidation of the Company into or with any other Person shall be deemed to be a liquidation, winding-up or dissolution, voluntary or involuntary, for the purposes of this Section 45. 4.4 (c) After the payment in full to the Holders of the amounts provided for in this Section 45, the Holders of shares of Preferred Stock as such shall have no right or claim to any of the remaining assets of the Company in respect of their ownership of such Preferred Stock. 4.5 (d) In the event the assets of the Company available for distribution to the Holders upon any liquidation, winding-up or dissolution of the Company, whether voluntary or involuntary, shall be insufficient to pay in full all amounts to which such Holders are entitled pursuant to Section 4.1 and 4.25(a), no such distribution shall be made on account of any shares of Parity Stock upon such liquidation, dissolution or winding-up unless proportionate distributable amounts shall be paid on account of the shares of Preferred Stock, equally and ratably, in proportion to the full distributable amounts for which Holders of all Preferred Stock and of any Parity Stock are entitled upon such liquidation, winding-up or dissolution. (e) The amount deemed paid or distributed to the holders of capital stock of the Company upon any such merger, consolidation, sale, transfer, exclusive license, other disposition or redemption shall be the cash or the value of the property, rights or securities to be paid or distributed to such holders pursuant to such Deemed Liquidation Event. If such amount deemed paid or distributed is in a form of property other than in cash, the value of such distribution shall be deemed to be the fair market value of such property. The determination of fair market value of such property shall be made in good faith by the Board of Directors, provided that to the extent such property consists of securities, the fair market value of such securities shall be determined as follows: (i) For securities not subject to investment letters or other similar restrictions on free marketability covered by Section 5(e)(ii) below, (A) if traded on a Trading Market, the value shall be deemed to be the average of the closing prices of the securities on such exchange or system over the thirty (30) Trading Day period ending three (3) days prior to the closing of the Deemed Liquidation Event; (B) if actively traded over-the-counter, the value shall be deemed to be the average of the closing bid or sale prices (whichever is applicable) over the thirty (30) Trading Day period ending three (3) days prior to the closing of such transaction; or (C) if there is no active public market, the value shall be the fair market value thereof, as determined in good faith by the Board of Directors. For the purposes of this Section 5(e)(i), “closing prices” or “closing bid or sales prices” shall be deemed to be: (A) for securities traded primarily on a Trading Market, the last reported trade price or sale price, as the case may be, at Close of Business, on that day and (B) for securities listed or traded on other exchanges, markets and systems, the market price as of the end of the regular hours trading period that is generally accepted as such for such exchange, market or system. If, after the date hereof, the benchmark times generally accepted in the securities industry for determining the market price of a stock as of a given trading day shall change from those set forth above, the fair market value shall be determined as of such other generally accepted benchmark times. (ii) The method of valuation of securities subject to investment letters or other similar restrictions on free marketability (other than restrictions arising solely by virtue of a stockholder’s status as an affiliate or former affiliate) shall take into account an appropriate discount (as determined in good faith by the Board of Directors) from the market value as determined pursuant to Section 5(e)(i) above so as to reflect the approximate fair market value thereof.

Liquidation Rights. 4.1 In Upon the event of any liquidationdissolution, winding-liquidation or winding -------------------- up or dissolution of the Company, whether voluntary or involuntary, each Holder the holders of the then outstanding shares of Series B Convertible Preferred Stock shall be entitled to receive, in respect of each share of Preferred Stock, and to be paid receive out of the assets of the Company available for distribution to its stockholders, in preference to the holders of, and sum of $0.001 per share (the "Liquidation Rate") before any payment or distribution is shall be made on, any Junior Stock, an amount equal to the greater of (i) the Liquidation Preference plus the Accumulated Cash Dividends, and (ii) the sum of (A) the product on shares of the Exchange Rate multiplied by the Market Value as common stock of the effective date Company, par value $0.001 per share (the "Common Stock"), or any other class of such liquidation, winding up or dissolution plus (B) the Accumulated Cash Dividends thereon. 4.2 In the event of any liquidation, winding-up or dissolution of the Parent, whether voluntary or involuntary, each Holder shall be entitled to receive, in respect of such shares of Preferred Stock, and to be paid out of the assets capital stock of the Company available for distribution to its stockholders, in preference ranking junior to the holders of, and before any payment or distribution is made on, any Junior Series B Convertible Preferred Stock, an amount equal to the greater of (i) the Liquidation Preference plus the Accumulated Cash Dividends thereon and (ii) the amount such Holder would have received had such Holder, immediately prior to such liquidation, winding-up or dissolution of the Parent, exchanged such Preferred Stock for Parent Common Shares in accordance with Section 5.1. Such payment shall be made regardless of whether there is a liquidation, winding-up or dissolution of the Company. 4.3 Neither the (a) The sale, conveyance, exchange or transfer (for cash, shares of stock, securities or other consideration) of all or substantially all the property and assets or business of the Company (other than in connection with the liquidationshall be deemed a dissolution, liquidation or winding up or dissolution of its business)the Company for purposes of this Paragraph 3, nor but the merger or consolidation of the Company into or with any other Person corporation, or the merger or consolidation of any other corporation into or with the Company, shall not be deemed to be a liquidationdissolution, winding-up liquidation or dissolutionwinding up, voluntary or involuntary, for the purposes of this Section 4Paragraph 3. 4.4 (b) After the payment in full to the Holders of the amounts provided for in this Section 4, the Holders holders of shares of the Series B Convertible Preferred Stock of the full preferential amounts fixed by this Paragraph 3 for shares of the Series B Convertible Preferred Stock, the holders of the Series B Convertible Preferred Stock as such shall have no right or claim to any of the remaining assets of the Company in respect of their ownership of such Preferred StockCompany. 4.5 (c) In the event the assets of the Company available for distribution to the Holders upon any liquidation, winding-up or dissolution holders of the CompanySeries B Convertible Preferred Stock upon dissolution, whether voluntary liquidation or involuntary, winding up of the Company shall be insufficient to pay in full all amounts to which such Holders holders are entitled pursuant to Section 4.1 and 4.2this Paragraph 3, no such distribution shall be made on account of any shares of Parity Stock a class or series of capital stock of the Company ranking on a parity with the shares of the Series B Convertible Preferred Stock, if any, upon such liquidationdissolution, dissolution liquidation or winding-winding up unless proportionate distributable distributive amounts shall be paid on account of the shares of the Series B Convertible Preferred Stock, equally and ratably, in proportion to the full distributable distributive amounts for which Holders holders of all Preferred Stock and of any Parity Stock such parity shares are respectively entitled upon such liquidationdissolution, winding-up liquidation or dissolutionwinding up.

Liquidation Rights. 4.1 (a) In the event of any liquidation, winding-up or dissolution of the Company, whether voluntary or involuntary, each Holder shall be entitled to receive, in respect of each share of Preferred Stock, and to be paid out of the assets of the Company available for distribution to its stockholders, in preference to the holders of, and before any payment or distribution is made on, any Junior Stock, an amount equal to the greater of (i) the Liquidation Preference plus the Accumulated Cash Dividends, and (ii) the sum of (A) the product of the Exchange Rate multiplied by the Market Value as of the effective date of such liquidation, winding up or dissolution plus (B) the Accumulated Cash Dividends thereon. 4.2 In the event of any liquidation, winding-up or dissolution of the Parent, whether voluntary or involuntary, each Holder shall be entitled to receive, in respect of such shares of Preferred Stock, and to be paid out of the assets of the Company available for distribution to its stockholders, an amount equal to the Secondary Company Redemption Price applicable as of the date of such liquidation, winding-up or dissolution of the Company, in preference to the holders of, and before any payment or distribution is made on, any Junior Stock, an amount equal to the greater of (i) the Liquidation Preference plus the Accumulated Cash Dividends thereon and (ii) the amount such Holder would have received had such Holder, immediately prior to such liquidation, winding-up or dissolution of the Parent, exchanged such Preferred Stock for Parent Common Shares in accordance with Section 5.1. Such payment shall be made regardless of whether there is a liquidation, winding-up or dissolution of the Company. 4.3 (b) Neither the sale, conveyance, exchange or transfer (for cash, shares of stock, securities or other consideration) of all or substantially all the assets or business of the Company (other than in connection with the liquidation, winding up or dissolution of its business), nor the merger or consolidation of the Company into or with any other Person shall be deemed to be a liquidation, winding-up or dissolution, voluntary or involuntary, for the purposes of this Section 45. 4.4 (c) After the payment in full to the Holders of the amounts provided for in this Section 45, the Holders of shares of Preferred Stock as such shall have no right or claim to any of the remaining assets of the Company in respect of their ownership of such Preferred Stock. 4.5 (d) In the event the assets of the Company available for distribution to the Holders upon any liquidation, winding-up or dissolution of the Company, whether voluntary or involuntary, shall be insufficient to pay in full all amounts to which such Holders are entitled pursuant to Section 4.1 and 4.25(a), no such distribution shall be made on account of any shares of Parity Stock (which issuance of Parity Stock must be approved in accordance with Section 4(b)(i), as applicable) upon such liquidation, dissolution or winding-up unless proportionate distributable amounts shall be paid on account of the shares of Preferred Stock, equally and ratably, in proportion to the full distributable amounts for which Holders of all Preferred Stock and of any Parity Stock are entitled upon such liquidation, winding-up or dissolution.

Liquidation Rights. 4.1 In (a) Upon the event of any liquidationdissolution, winding-liquidation or winding up or dissolution of the CompanyCorporation, whether voluntary or involuntary, each Holder the holders of outstanding shares of Series C Preferred Stock shall be entitled to receivereceive for each such share, in respect of each share of Preferred Stock, and to be paid out of the assets of the Company Corporation available for distribution to its stockholders, in preference before any payment or distribution to the holders of, stockholders and before any payment or distribution is shall be made onto the holders of Common Stock or any other Junior Securities upon liquidation, any Junior Stockan amount in cash equal to the sum (the "Series C Liquidation Value") of (x) the Series C Stated Value, plus (y) an amount equal to the greater of (i) the Liquidation Preference plus the Accumulated Cash Dividends, all accrued and (ii) the sum of (A) the product of the Exchange Rate multiplied by the Market Value as of the effective date of such liquidation, winding up or dissolution plus (B) the Accumulated Cash Dividends thereon. 4.2 In the event of any liquidation, winding-up or dissolution of the Parent, whether voluntary or involuntary, each Holder shall be entitled to receive, unpaid dividends in respect of such shares share to the date of final distribution. (b) After the payment to the holders of the Series C Preferred StockStock of the full preferential amounts provided for in this Part (v) of Section 4B, and the holders of the Series C Preferred Stock as such shall have no right or claim to be paid out any of the remaining assets of the Corporation. (c) If, upon any such liquidation, dissolution or other winding up of the affairs of the Corporation, the assets of the Company available Corporation are insufficient to permit the payment in full of the Series C Liquidation Value for distribution to its stockholderseach share of Series C Preferred Stock then outstanding and the full liquidating payment on all Parity Securities, then the assets of the Corporation remaining shall be ratably distributed among the holders of Series C Preferred Stock and of any Parity Securities in preference proportion to the holders of, and before any payment or distribution is made on, any Junior Stock, an amount equal full amounts to the greater of (i) the Liquidation Preference plus the Accumulated Cash Dividends which they would otherwise be respectively entitled if all amounts thereon and (ii) the amount such Holder would have received had such Holder, immediately prior to such liquidation, winding-up or dissolution of the Parent, exchanged such Preferred Stock for Parent Common Shares were paid in accordance with Section 5.1. Such payment shall be made regardless of whether there is a liquidation, winding-up or dissolution of the Companyfull. 4.3 (d) Neither the voluntary sale, conveyance, exchange or transfer (for cash, shares of stock, securities or other consideration) of all or substantially all the property or assets or business of the Company (other than in connection with the liquidation, winding up or dissolution of its business), Corporation nor the consolidation, merger or consolidation other business combination of the Company Corporation with or into one or with any other Person more corporations shall be deemed to be a liquidation, winding-up or dissolution, voluntary or involuntary, for the purposes of this Section 4. 4.4 After the payment in full to the Holders of the amounts provided for in this Section 4, the Holders of shares of Preferred Stock as such shall have no right or claim to any of the remaining assets of the Company in respect of their ownership of such Preferred Stock. 4.5 In the event the assets of the Company available for distribution to the Holders upon any liquidation, winding-up or dissolution of the Company, whether voluntary or involuntary, shall be insufficient to pay in full all amounts to which such Holders are entitled pursuant to Section 4.1 and 4.2, no such distribution shall be made on account of any shares of Parity Stock upon such liquidation, dissolution or winding-up unless proportionate distributable amounts shall be paid on account voluntary or involuntary, of the shares of Preferred Stock, equally and ratably, in proportion to the full distributable amounts for which Holders of all Preferred Stock and of any Parity Stock are entitled upon such liquidation, winding-up or dissolutionCorporation.

Liquidation Rights. 4.1 5.1 In the event of any liquidation, winding-up or dissolution of the Company, whether voluntary or involuntary, each Holder shall be entitled to receive, in respect of each share of Preferred Stock, and to be paid out of the assets of the Company available for distribution to its stockholders, after satisfaction of liabilities to holders of shares of Senior Stock, if any, in preference to the holders of, and before any payment or distribution is made on, any Junior Stock, an amount equal to the greater of (i) the Liquidation Preference plus the Accumulated Cash Dividends, any Accrued Dividends and (ii) the sum of (A) the product of the Exchange Rate multiplied by the Market Value as of the effective date of such liquidation, winding up or dissolution plus (B) the Accumulated Cash Dividends thereonany Accrued Dividends. 4.2 5.2 In the event of any liquidation, winding-up or dissolution of the Parent, whether voluntary or involuntary, each Holder shall be entitled to receive, in respect of such shares of Preferred Stock, and to be paid out of the assets of the Company available for distribution to its stockholders, in preference to the holders of, and before any payment or distribution is made on, any Junior Stock, an amount equal to the greater of (i) the Liquidation Preference plus the Accumulated Cash any Accrued Dividends thereon and (ii) the amount such Holder would have received had such Holder, immediately prior to such liquidation, winding-up or dissolution of the Parent, exchanged such Preferred Stock for Parent Common Shares in accordance with Section 5.16.1. Such payment shall be made regardless of whether there is a liquidation, winding-up or dissolution of the Company. 4.3 5.3 Neither the sale, conveyance, exchange or transfer (for cash, shares of stock, securities or other consideration) of all or substantially all the assets or business of the Company (other than in connection with the liquidation, winding up or dissolution of its business), nor the merger or consolidation of the Company into or with any other Person shall be deemed to be a liquidation, winding-up or dissolution, voluntary or involuntary, for the purposes of this Section 45. 4.4 5.4 After the payment in full to the Holders of the amounts provided for in this Section 45, the Holders of shares of Preferred Stock as such shall have no right or claim to any of the remaining assets of the Company in respect of their ownership of such Preferred Stock. 4.5 5.5 In the event the assets of the Company available for distribution to the Holders upon any liquidation, winding-up or dissolution of the Company, whether voluntary or involuntary, shall be insufficient to pay in full all amounts to which such Holders are entitled pursuant to Section 4.1 5.1 and 4.25.2, no such distribution shall be made on account of any shares of Parity Stock upon such liquidation, dissolution or winding-up unless proportionate distributable amounts shall be paid on account of the shares of Preferred Stock, equally and ratably, in proportion to the full distributable amounts for which Holders of all Preferred Stock and of any Parity Stock are entitled upon such liquidation, winding-up or dissolution.

Liquidation Rights. 4.1 (a) In the event of any liquidation, winding-up or dissolution of the CompanyCorporation, whether voluntary or involuntary, each Holder shall be entitled to receive, in respect of each share of Redeemable Preferred StockStock held of record by such Holder, and to be paid out of the assets of the Company Corporation legally available for distribution such purposes, an amount equal to its stockholdersthe Liquidation Preference plus all Accrued Dividends on such shares of Redeemable Preferred Stock as of the date of such liquidation, winding-up or dissolution of the Corporation, in preference to the holders of, and before any payment or distribution is made on, any Junior Stock, an amount equal to the greater Stock in respect of (i) the Liquidation Preference plus the Accumulated Cash Dividends, and (ii) the sum of (A) the product of the Exchange Rate multiplied by the Market Value as of the effective date of such liquidation, winding up or dissolution plus (B) the Accumulated Cash Dividends thereon. 4.2 In the event of any payment on liquidation, winding-up or dissolution of the Parent, whether voluntary or involuntary, each Holder shall be entitled to receive, in respect of such shares of Preferred Stock, and to be paid out of the assets of the Company available for distribution to its stockholders, in preference to the holders of, and before any payment or distribution is made on, any Junior Stock, an amount equal to the greater of (i) the Liquidation Preference plus the Accumulated Cash Dividends thereon and (ii) the amount such Holder would have received had such Holder, immediately prior to such liquidation, winding-up or dissolution of the Parent, exchanged such Preferred Stock for Parent Common Shares in accordance with Section 5.1. Such payment shall be made regardless of whether there is a liquidation, winding-up or dissolution of the Companydissolution. 4.3 (b) Neither the sale, conveyance, exchange or transfer (for cash, shares of stock, securities or other consideration) of all or substantially all of the assets or business of the Company Corporation substantially as an entirety (other than in connection with the liquidation, winding up or dissolution of its business), nor the merger merger, consolidation or consolidation other business combination of the Company Corporation into or with any other Person shall be deemed to be a liquidation, winding-up or dissolution, voluntary or involuntary, for the purposes of this Section 45. 4.4 (c) After the payment in full to the Holders of the amounts provided for in this Section 45, the such Holders of shares of Preferred Stock as such shall have no right or claim to any of the remaining assets of the Company Corporation in respect of their ownership of such Redeemable Preferred Stock. 4.5 (d) In the event the assets of the Company Corporation available for distribution to the Holders upon any liquidation, winding-up or dissolution of the CompanyCorporation, whether voluntary or involuntary, shall be insufficient to pay in full all amounts to which such Holders are entitled pursuant to the provisions of Section 4.1 and 4.25(a), no such distribution shall be made on account of any shares of Parity Stock (which issuance of Parity Stock must be approved in accordance with the provisions of Section 4(b)(ii), as applicable) upon such liquidation, dissolution or winding-up unless proportionate distributable amounts shall be paid on account of the shares of Redeemable Preferred Stock, equally and ratably, in proportion to the full distributable amounts for which Holders of all Redeemable Preferred Stock and the holders of any Parity Stock are entitled upon such liquidation, winding-up or dissolution.

Liquidation Rights. 4.1 In the event of any liquidation, dissolution or winding-up or dissolution of the Company, whether voluntary or involuntary, each Holder the holders of the shares of Series A Preferred Stock shall be entitled to receive, in respect of each share of Preferred Stock, and to be paid receive out of the assets of the Company available for distribution to its stockholders, stockholders the Liquidation Preference in preference to the holders of, and before any payment or distribution is made on, any Junior Stock, an amount equal to the greater of (i) the Liquidation Preference plus the Accumulated Cash Dividendsincluding, and (ii) the sum of (A) the product of the Exchange Rate multiplied by the Market Value as of the effective date of such liquidationwithout limitation, winding up or dissolution plus (B) the Accumulated Cash Dividends thereonon any Common Stock. 4.2 In the event of any liquidation, winding-up or dissolution of the Parent, whether voluntary or involuntary, each Holder shall be entitled to receive, in respect of such shares of Preferred Stock, and to be paid out of the assets of the Company available for distribution to its stockholders, in preference to the holders of, and before any payment or distribution is made on, any Junior Stock, an amount equal to the greater of (i) the Liquidation Preference plus the Accumulated Cash Dividends thereon and (ii) the amount such Holder would have received had such Holder, immediately prior to such liquidation, winding-up or dissolution of the Parent, exchanged such Preferred Stock for Parent Common Shares in accordance with Section 5.1. Such payment shall be made regardless of whether there is a liquidation, winding-up or dissolution of the Company. 4.3 Neither the sale, conveyance, exchange or transfer (for cash, shares of stock, securities or other consideration) of all or substantially all the property and assets or business of the Company (other than in connection with the liquidation, winding up or dissolution of its business), nor the merger or consolidation of the Company into or with any other Person corporation, or the merger or consolidation of any other corporation into or with the Company, shall be deemed to be a liquidation, winding-up dissolution or dissolutionwinding up, voluntary or involuntary, for the purposes of this Section 4. 4.4 4.3 After the payment in full to the Holders holders of the shares of Series A Preferred Stock of full preferential amounts provided for in this Section 4, the Holders holders of shares of Series A Preferred Stock as such shall have no right or claim to any of the remaining assets of the Company in respect of their ownership of such Preferred StockCompany. 4.5 4.4 In the event the assets of the Company available for distribution to the Holders holders of shares of Series A Preferred Stock upon any liquidation, winding-dissolution or winding up or dissolution of the Company, whether voluntary or involuntary, shall be insufficient to pay in full all amounts to which such Holders holders are entitled pursuant to Section 4.1 and 4.24.1, no such distribution shall be made on account of any shares of Parity any Pari Passu Stock upon such liquidation, dissolution or winding-winding up unless proportionate distributable amounts shall be paid on account of the shares of Series A Preferred Stock, equally and ratably, in proportion to the full distributable amounts for which Holders holders of all Series A Preferred Stock and of any Parity Pari Passu Stock are entitled upon such liquidation, winding-up dissolution or dissolutionwinding up.

Liquidation Rights. 4.1 In (a) Upon the event of any liquidationdissolution, liquidation or winding-up or dissolution of the CompanyCorporation, whether voluntary or involuntary, each Holder the holders of the shares of the Series F Preferred Stock shall be entitled to receive, in respect of each share of Preferred Stock, and to be paid out before any payment or distribution of the assets of the Company available Corporation or proceeds thereof (whether capital or surplus) shall be made to or set apart for distribution to its stockholdersthe holders of the Series E Preferred Stock, in preference the Common Stock or any other class or series of stock ranking junior to the holders ofSeries F Preferred Stock upon liquidation, and before any payment dissolution or distribution is made onwinding-up, any Junior Stock, an amount equal to the greater amount of (i) $192.50 per share, plus a sum equal to all dividends on such shares (whether or not earned or declared) accrued and unpaid thereon to the Liquidation Preference plus the Accumulated Cash Dividendsdate of final distribution, and (ii) the sum amount the holder would have received upon such final distribution, if the shares of (A) the product Series F Preferred Stock had been converted into shares of the Exchange Rate multiplied by the Market Value as Common Stock pursuant to Section 3 of the effective date of such liquidationthis Article. If, winding up or dissolution plus (B) the Accumulated Cash Dividends thereon. 4.2 In the event of upon any liquidation, dissolution or winding-up or dissolution of the ParentCorporation, whether voluntary or involuntary, each Holder shall be entitled to receive, in respect of such shares of Preferred Stock, and to be paid out of the assets of the Company available for distribution to its stockholdersCorporation, in preference to or proceeds thereof, distributable among the holders of, of shares of the Series F Preferred Stock and before any payment other class or distribution is made on, any Junior Stock, an amount equal series of Preferred Stock ranking on a parity with the Series F Preferred Stock as to the greater of (i) the Liquidation Preference plus the Accumulated Cash Dividends thereon and (ii) the amount such Holder would have received had such Holder, immediately prior to such payments upon liquidation, dissolution or winding-up or dissolution of the Parent, exchanged such Preferred Stock for Parent Common Shares in accordance with Section 5.1. Such payment shall be made regardless of whether there is a liquidation, winding-up or dissolution of the Company. 4.3 Neither the sale, conveyance, exchange or transfer (for cash, shares of stock, securities or other consideration) of all or substantially all the assets or business of the Company (other than in connection with the liquidation, winding up or dissolution of its business), nor the merger or consolidation of the Company into or with any other Person shall be deemed to be a liquidation, winding-up or dissolution, voluntary or involuntary, for the purposes of this Section 4. 4.4 After the payment in full to the Holders of the amounts provided for in this Section 4, the Holders of shares of Preferred Stock as such shall have no right or claim to any of the remaining assets of the Company in respect of their ownership of such Preferred Stock. 4.5 In the event the assets of the Company available for distribution to the Holders upon any liquidation, winding-up or dissolution of the Company, whether voluntary or involuntary, shall be insufficient to pay in full the preferential amount aforesaid, then such assets or the proceeds thereof shall be distributed among such holders ratably in accordance with the respective amounts which would be payable on such shares if all amounts to which such Holders are entitled pursuant to Section 4.1 and 4.2payable thereon were paid in full. (b) For the purposes of this Sxxxxxx 0, no such distribution xxxx of the following shall be made on account of any shares of Parity Stock upon such deemed to be a voluntary or involuntary liquidation, dissolution or winding-winding up unless proportionate distributable amounts shall be paid on account of the shares of Preferred StockCorporation: (i) the sale, equally and ratablylease, in proportion to the full distributable amounts for which Holders transfer or exchange of all Preferred Stock and or substantially all of any Parity Stock are entitled upon the assets of the Corporation; or (ii) the consolidation or merger of the Corporation with one or more other corporations (whether or not the Corporation is the corporation surviving such liquidation, winding-up consolidation or dissolutionmerger).

Liquidation Rights. 4.1 In (1) Upon the event of any liquidationdissolution, winding-liquidation or winding up or dissolution of the CompanyCorporation, whether voluntary or involuntary, each Holder the holders of shares of the Series C Convertible Preferred Stock shall be entitled to receive, in respect of each share of Preferred Stock, receive and to be paid out of the assets of the Company Corporation available for distribution to its stockholders, in preference to the holders of, and before any payment or distribution is made on, any Junior Stock, an amount equal to the greater of (i) the Liquidation Preference plus the Accumulated Cash Dividends, and (ii) the sum of (A) the product of the Exchange Rate multiplied by the Market Value as of the effective date of such liquidation, winding up or dissolution plus (B) the Accumulated Cash Dividends thereon. 4.2 In the event of any liquidation, winding-up or dissolution of the Parent, whether voluntary or involuntary, each Holder shall be entitled to receive, in respect of such shares of Preferred Stock, and to be paid out of the assets of the Company available for distribution to its stockholders, in preference to the holders of, and before any payment or distribution is made on, any Junior Stock, an amount equal to the greater of (i) the Liquidation Preference plus the Accumulated Cash Dividends thereon and (ii) the amount such Holder would have received had such Holder, immediately prior to such liquidation, winding-up or dissolution of the Parent, exchanged such Preferred Stock for Parent Common Shares in accordance with Section 5.1. Such payment shall be made regardless on the Common Stock or any other class of whether there is a capital stock ranking junior to the Series C Convertible Preferred Stock upon liquidation, winding-up the amount of $100.00 per share, plus a sum equal to all compound dividends (whether or dissolution not declared) on such shares accrued and unpaid thereon to the date of final distribution. (2) None of the Company. 4.3 Neither the sale, conveyance, exchange or transfer (for cash, shares of stock, securities or other consideration) sale of all or substantially all the assets property or business of the Company (other than in connection with the liquidationCorporation, winding up or dissolution of its business), nor the merger or consolidation of the Company Corporation into or with any other Person Corporation or the merger or consolidation of any other Corporation into or with the Corporation or any dissolution, liquidation, winding up or reorganization of the Corporation immediately followed, in each case, by reincorporation of another corporation succeeding to the business and obligations of the Corporation, shall be deemed to be a liquidationdissolution, winding-up liquidation or dissolutionwinding up, voluntary or involuntary, for the purposes of this Section 4Paragraph (e). 4.4 (3) After the payment in full to the Holders holders of shares of the Series C Convertible Preferred Stock of the full preferential amounts provided for in this Section 4Paragraph (e), the Holders holders of shares of the Series C Convertible Preferred Stock as such shall have no right or claim to any of the remaining assets of the Company in respect of their ownership of such Preferred StockCorporation. 4.5 (4) In the event the assets of the Company Corporation available for distribution to the Holders holders of shares of the Series C Convertible Preferred Stock upon any liquidationdissolution, winding-liquidation or winding up or dissolution of the CompanyCorporation, whether voluntary or involuntary, shall be insufficient to pay in full all amounts to which such Holders holders are entitled pursuant to Section 4.1 and 4.2Paragraph (e)(1) above, no such distribution shall be made on account of any shares of Parity any other class or series of capital stock of the Corporation ranking on a parity with the shares of the Series C Convertible Preferred Stock upon such liquidationdissolution, dissolution liquidation or winding-winding up unless proportionate distributable distributive amounts shall be paid on account of the shares of the Series C Convertible Preferred Stock, equally and ratably, in proportion to the full distributable amounts for which Holders holders of all Preferred Stock and of any Parity Stock such parity shares are respectively entitled upon such liquidationdissolution, winding-up liquidation or dissolutionwinding up.

Liquidation Rights. 4.1 In 1. Upon the event of any liquidationdissolution, winding-liquidation (voluntary or otherwise), or winding up or dissolution of the CompanyCorporation, whether voluntary or involuntary, each Holder the holders of the shares of this Series shall be entitled to receive, in respect of each share of Preferred Stock, and to be paid receive out of the assets of the Company available for Corporation, before any payment of distribution shall be made on the Common Stock, or on any other class of stock ranking junior to its stockholdersthe Preferred Stock upon liquidation, in preference the amount of $19.00 per share, plus a sum equal to all dividends (whether or not earned or declared) on such shares accrued and unpaid thereon to the date of final distribution (the "Liquidation Preference"). Following the payment of the full amount of the Liquidation Preference, no additional distributions shall be made to the holders ofof shares of this Series unless, and before any payment or distribution is made onprior thereto, any Junior Stock, the holders of shares of Common Stock shall have received an amount per share (the "Common Adjustment") equal to the greater of quotient obtained by dividing (i) the Liquidation Preference plus the Accumulated Cash Dividends, and by (ii) 100 (as appropriately adjusted as set forth in paragraph (2) below to reflect such events as stock splits, stock divi- dends and recapitalizations with respect to the sum of Common Stock) (A) such number in clause (ii), the product "Adjustment Number"). Following the payment of the Exchange Rate multiplied by the Market Value as full amount of the effective date of such liquidation, winding up or dissolution plus (B) Liquidation Preference and the Accumulated Cash Dividends thereon. 4.2 In the event of any liquidation, winding-up or dissolution of the Parent, whether voluntary or involuntary, each Holder shall be entitled to receive, Common Adjustment in respect of such all outstanding shares of Junior Participating Preferred Stock and Common Stock, respectively, holders of this Series and holders of Common Stock shall receive their ratable and proportionate share of the remaining assets to be paid out distributed in the ratio of the assets of the Company available for distribution Adjustment Number to its stockholders, in preference 1 with respect to the holders of, such Preferred Stock and before any payment or distribution is made on, any Junior Common Stock, an amount equal to on a per share basis, respectively. 2. If the greater of Corporation shall at any time after the Rights Declaration Date (i) the Liquidation Preference plus the Accumulated Cash Dividends thereon and declare any dividend on Common Stock payable in shares of Common Stock, (ii) subdivide the amount outstanding Common Stock, or (iii) combine the outstanding Common Stock into a smaller number of shares, then in each such Holder would have received had case the Adjustment Number in effect immediately before such Holder, immediately prior to such liquidation, winding-up or dissolution of the Parent, exchanged such Preferred Stock for Parent Common Shares in accordance with Section 5.1. Such payment event shall be made regardless adjusted by multiplying such Adjustment Number by a fraction the numerator of whether there which is a liquidation, winding-up or dissolution the number of shares of Common Stock outstanding immediately after such event and the Companydenominator of which is the number of shares of Common Stock that were outstanding immediately before such event. 4.3 Neither the 3. The sale, conveyance, exchange or transfer (for cash, shares of stock, securities or other consideration) of all or substantially all the property and assets or business of the Company (other than in connection with the liquidationCorporation shall be deemed a voluntary dissolution, liquidation or winding up or dissolution of its business)the Corporation for the purposes of this Article E, nor but the merger or consolidation of the Company Corporation into or with another corporation or the merger or consolidation of any other Person corporation into or with the Corporation, shall not be deemed to be a liquidation, winding-up or dissolution, voluntary liquidation or involuntarywinding up, voluntarily or involuntarily, for the purposes of this Section Article E. 4. 4.4 . After the payment in full to the Holders holders of the shares of this Series of the full prefer- ential amounts provided for in this Section 4Article E, the Holders holders of shares of Preferred Stock this Series as such shall have no right or claim to any of the remaining assets of the Company in respect of their ownership of such Preferred StockCorporation. 4.5 In the event 5. If the assets of the Company Corporation available for distribution to the Holders holders of shares of this Series upon any liquidationdissolution, winding-liquidation or winding up or dissolution of the CompanyCorporation, whether voluntary or involuntary, shall be insufficient to pay in full all amounts to which such Holders holders are entitled pursuant to Section 4.1 and 4.2paragraph (1) of this Article E, no such distribution shall be made on account of any shares of Parity any other class or series of Preferred Stock ranking on a parity with the shares of this Series upon such liquidationdissolution, dissolution liquidation or winding-winding up unless proportionate distributable distributive amounts shall be paid on account of the shares of Preferred Stockthis Series, equally and ratably, in proportion to the full distributable amounts for which Holders holders of all Preferred Stock and of any Parity Stock such parity shares are respectively entitled upon such liquidationdissolution, winding-up liquidation or dissolutionwinding up. If, however, there are not sufficient assets available to permit payment in full of the Common Adjustment, then such remaining assets shall be distributed ratably to the holders of Common Stock.

Liquidation Rights. 4.1 In (a) Upon the event of any liquidationdissolution, liquidation or winding-up or dissolution of the CompanyCorporation, whether voluntary or involuntary, each Holder the holders of the shares of the Series G Preferred Stock shall be entitled to receive, in respect of each share of Preferred Stock, and to be paid out before any payment or distribution of the assets of the Company available Corporation or proceeds thereof (whether capital or surplus) shall be made to or set apart for distribution to its stockholders, in preference the holders of the Common Stock or any other class or series of stock ranking junior to the holders ofSeries G Preferred Stock upon liquidation, and before any payment dissolution or distribution is made onwinding-up, any Junior Stock, an amount equal to the greater amount of (i) the Liquidation Preference plus stated value (as adjusted for any stock dividends, combinations, splits, recapitalizations and the Accumulated Cash Dividends, and (iilike) the sum of (A) the product of the Exchange Rate multiplied by the Market Value as of the effective date of such liquidation, winding up or dissolution plus (B) the Accumulated Cash Dividends thereon. 4.2 In the event of any liquidation, winding-up or dissolution of the Parent, whether voluntary or involuntary, each Holder shall be entitled to receive, in respect of such shares of Preferred Stock, and to be paid out of the assets of the Company available for distribution to its stockholders, in preference to the holders of, and before any payment or distribution is made on, any Junior Stock, an amount equal to the greater of (i) the Liquidation Preference plus the Accumulated Cash Dividends thereon and (ii) the amount such Holder the holder would have received upon such final distribution, if the shares of Series G Preferred Stock had such Holderbeen converted into shares of Common Stock pursuant to Section 2 of this Article. If, immediately prior to such upon any liquidation, dissolution or winding-up or dissolution of the ParentCorporation, exchanged such Preferred Stock for Parent Common Shares in accordance with Section 5.1. Such payment shall be made regardless of whether there is a liquidation, winding-up or dissolution of the Company. 4.3 Neither the sale, conveyance, exchange or transfer (for cash, shares of stock, securities or other consideration) of all or substantially all the assets or business of the Company (other than in connection with the liquidation, winding up or dissolution of its business), nor the merger or consolidation of the Company into or with any other Person shall be deemed to be a liquidation, winding-up or dissolution, voluntary or involuntary, for the purposes of this Section 4. 4.4 After the payment in full to the Holders of the amounts provided for in this Section 4, the Holders of shares of Preferred Stock as such shall have no right or claim to any of the remaining assets of the Company in respect of their ownership of such Preferred Stock. 4.5 In the event the assets of the Company available for distribution Corporation, or proceeds thereof, distributable among the holders of shares of the Series G Preferred Stock and any other class or series of Preferred Stock ranking on a parity with the Series G Preferred Stock as to the Holders payments upon any liquidation, dissolution or winding-up or dissolution of the Company, whether voluntary or involuntary, shall be insufficient to pay in full the preferential amount aforesaid, then such assets or the proceeds thereof shall be distributed among such holders ratably in accordance with the respective amounts which would be payable on such shares if all amounts to which such Holders are entitled pursuant to payable thereon were paid in full. (b) For the purposes of this Section 4.1 and 4.25, no such distribution neither of the following events shall be made on account of any shares of Parity Stock upon such deemed to be a voluntary or involuntary liquidation, dissolution or winding-winding up unless proportionate distributable amounts shall be paid on account of the shares of Preferred StockCorporation: (i) the sale, equally and ratablylease, in proportion to the full distributable amounts for which Holders transfer or exchange of all Preferred Stock and or substantially all of any Parity Stock are entitled upon the assets of the Corporation; or (ii) the consolidation or merger of the Corporation with one or more other corporations (whether or not the Corporation is the corporation surviving such liquidation, winding-up consolidation or dissolutionmerger).

Liquidation Rights. 4.1 (a) In the event of any liquidation, winding-up or dissolution of the Company, whether voluntary or involuntary, each Holder of shares of Preferred Stock shall be entitled to receive, in respect of each share of Preferred Stock, receive and to be paid out of the assets of the Company available for distribution to its stockholdersstockholders the Liquidation Preference plus Accumulated Dividends to the date fixed for liquidation, winding-up or dissolution in preference to the holders of, and before any payment or distribution is made on, any Junior Stock, an amount equal to including, without limitation, the greater of (i) the Liquidation Preference plus the Accumulated Cash Dividends, and (ii) the sum of (A) the product of the Exchange Rate multiplied by the Market Value as of the effective date of such liquidation, winding up or dissolution plus (B) the Accumulated Cash Dividends thereonCommon Stock. 4.2 In the event of any liquidation, winding-up or dissolution of the Parent, whether voluntary or involuntary, each Holder shall be entitled to receive, in respect of such shares of Preferred Stock, and to be paid out of the assets of the Company available for distribution to its stockholders, in preference to the holders of, and before any payment or distribution is made on, any Junior Stock, an amount equal to the greater of (ib) the Liquidation Preference plus the Accumulated Cash Dividends thereon and (ii) the amount such Holder would have received had such Holder, immediately prior to such liquidation, winding-up or dissolution of the Parent, exchanged such Preferred Stock for Parent Common Shares in accordance with Section 5.1. Such payment shall be made regardless of whether there is a liquidation, winding-up or dissolution of the Company. 4.3 Neither the sale, conveyance, exchange or transfer sale (for cash, shares of stock, securities or other consideration) of all or substantially all the assets or business of the Company (other than in connection with the liquidation, winding winding-up or dissolution of its business), the Company) nor the merger or consolidation of the Company into or with any other Person shall be deemed to be a liquidation, winding-up or dissolution, voluntary or involuntary, for the purposes of this Section 48. 4.4 (c) After the payment in full to the Holders of the shares of Preferred Stock of full preferential amounts provided for in this Section 48, the Holders of shares of Preferred Stock as such shall have no right or claim to any of the remaining assets of the Company in respect of their ownership of such Preferred StockCompany. 4.5 (d) In the event the assets of the Company available for distribution to the Holders of shares of Preferred Stock and holders of shares of Parity Stock upon any liquidation, winding-up or dissolution of the Company, whether voluntary or involuntary, shall be insufficient to pay in full all amounts to which such Holders are entitled pursuant to this Section 4.1 and 4.28, no such distribution shall be made on account of any shares of Parity Stock upon such liquidation, dissolution or winding-up unless proportionate distributable amounts shall be paid on account of the shares of Preferred Stock, equally and ratably, in proportion to the full distributable amounts for which Holders holders of all Preferred Stock and of any Parity Stock are entitled upon such liquidation, winding-up or dissolution.

Liquidation Rights. 4.1 (a) In the event of any liquidation, winding-up or dissolution of the Company, whether voluntary or involuntary, other than a Change of Control, each Holder shall be entitled to receive, in respect of each share of Preferred Stock, and to be paid out of the assets of the Company available for distribution to its stockholdersentitled, in preference to the holders of, and before any payment or distribution is made on, any Junior Stock, an amount equal to the greater of (i) the Liquidation Preference plus the Accumulated Cash Dividends, and (ii) the sum of (A) the product of the Exchange Rate multiplied by the Market Value as of the effective date of such liquidation, winding up or dissolution plus (B) the Accumulated Cash Dividends thereon. 4.2 In the event of any liquidation, winding-up or dissolution of the Parent, whether voluntary or involuntary, each Holder shall be entitled to receive, in respect of each share of Series A Preferred Stock of such shares of Preferred StockHolder, and to be paid out of the assets of the Company available for distribution to its stockholders, in preference to the holders of, and before any payment or distribution is made on, any Junior Stock, an amount equal to the greater of (i) the Liquidation Preference thereon plus the Accumulated Cash Dividends thereon (without duplication) any accrued and unpaid dividends and (ii) the amount such Holder would have received been entitled to receive had such Holder converted such Holder, ’s Series A Preferred Stock into shares of Common Stock at the Conversion Price in effect immediately prior to such liquidation, winding-up or dissolution of the Parent, exchanged such Preferred Stock for Parent Common Shares in accordance with Section 5.1. Such payment shall be made regardless of whether there is a liquidation, winding-up or dissolution distribution of the Company. 4.3 Neither the sale, conveyance, exchange or transfer (for cash, shares of stock, securities or other considerationb) of all or substantially all the assets or business of the Company (other than in connection with the liquidation, winding up or dissolution of its business), nor the merger or consolidation of the Company into or with any other Person shall be deemed to be a liquidation, winding-up or dissolution, voluntary or involuntary, for the purposes of this Section 4. 4.4 After the payment in full to the Holders of the amounts provided for in this Section 45, the Holders of shares of Series A Preferred Stock as such shall have no right or claim to any of the remaining assets of the Company in respect of their ownership of such Series A Preferred Stock. 4.5 (c) In the event the assets of the Company available for distribution to the Holders upon any such liquidation, winding-up or dissolution of the Company, whether voluntary or involuntary, shall be insufficient to pay in full all amounts to which such Holders are entitled pursuant to Section 4.1 and 4.25(a), no such distribution shall be made on account of any shares of Parity Stock upon such liquidation, dissolution or winding-up unless proportionate distributable amounts shall be paid on account of the shares of Series A Preferred Stock, equally and ratably, in proportion to the full distributable amounts for which Holders of all Series A Preferred Stock and of any Parity Stock are entitled upon such liquidation, winding-up or dissolution.

Liquidation Rights. 4.1 In the event of (a) Upon any liquidationliquidation (voluntary or otherwise), winding-dissolution or winding up or dissolution of the CompanyCorporation, whether voluntary or involuntary, each Holder no distribution shall be entitled to receive, in respect of each share of Preferred Stock, and to be paid out of the assets of the Company available for distribution to its stockholders, in preference made to the holders ofof shares of stock ranking junior (either as dividends or upon liquidation, dissolution or winding up) to the Series A Preferred Stock unless, prior thereto, the holders of shares of Series A Preferred Stock shall have received an amount equal to accrued and before any payment unpaid dividends and distributions thereon, whether or distribution is made onnot declared, any Junior Stockto the date of such payment, plus an amount equal to the greater of (1) $1,000 per share, provided that in the event the Corporation does not have sufficient assets, after payment of its liabilities and distribution to holders of Preferred Stock ranking prior to the Series A Preferred Stock, available to permit payment in full of the $1,000 per share amount, the amount required to be paid under this Section 5(a) shall, subject to Section 5(b) hereof, equal the value of the amount of available assets divided by the number of outstanding shares of Series A Preferred Stock and (2) subject to the provisions for adjustment hereinafter set forth, one thousand (1,000) times the aggregate per share amount to be distributed to the holders of Common Stock Table of Contents (the greater of (1) and (2), the “Series A Liquidation Preference”). In the event the Corporation shall at any time after the Rights Declaration Date (i) the Liquidation Preference plus the Accumulated Cash Dividendsdeclare any dividend on Common Stock payable in shares of Common Stock, and (ii) subdivide the sum outstanding Common Stock, or (iii) combine the outstanding Common Stock into a smaller number of (A) shares, then in each such case the product amount to which holders of shares of Series A Preferred Stock were entitled immediately prior to such event under clause 2 of the Exchange Rate multiplied preceding sentence shall be adjusted by multiplying such amount by a fraction the Market Value as numerator of which is the number of shares of Common Stock that were outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event. (b) In the event, however, that there are not sufficient assets available to permit payment in full of the effective date Series A Liquidation Preference and the liquidation preferences of such liquidation, winding up or dissolution plus (B) the Accumulated Cash Dividends thereon. 4.2 In the event of any liquidation, winding-up or dissolution of the Parent, whether voluntary or involuntary, each Holder shall be entitled to receive, in respect of such shares all other series of Preferred Stock, and to if any, which rank on a parity with the Series A Preferred Stock, then such remaining assets shall be paid out of the assets of the Company available for distribution to its stockholders, in preference distributed ratably to the holders of, and before any payment or distribution is made on, any Junior Stock, an amount equal to the greater of (i) the Liquidation Preference plus the Accumulated Cash Dividends thereon and (ii) the amount such Holder would have received had such Holder, immediately prior to such liquidation, winding-up or dissolution of the Parent, exchanged such Preferred Stock for Parent Common Shares in accordance with Section 5.1. Such payment shall be made regardless of whether there is a liquidation, winding-up or dissolution of the Company. 4.3 Neither the sale, conveyance, exchange or transfer (for cash, shares of stock, securities or other consideration) of all or substantially all the assets or business of the Company (other than in connection with the liquidation, winding up or dissolution of its business), nor the merger or consolidation of the Company into or with any other Person shall be deemed to be a liquidation, winding-up or dissolution, voluntary or involuntary, for the purposes of this Section 4. 4.4 After the payment in full to the Holders of the amounts provided for in this Section 4, the Holders of shares of Preferred Stock as such shall have no right or claim to any of the remaining assets of the Company in respect of their ownership of such Preferred Stock. 4.5 In the event the assets of the Company available for distribution to the Holders upon any liquidation, winding-up or dissolution of the Company, whether voluntary or involuntary, shall be insufficient to pay in full all amounts to which such Holders are entitled pursuant to Section 4.1 and 4.2, no such distribution shall be made on account of any parity shares of Parity Stock upon such liquidation, dissolution or winding-up unless proportionate distributable amounts shall be paid on account of the shares of Preferred Stock, equally and ratably, in proportion to the full distributable amounts for which Holders of all Preferred Stock and of any Parity Stock are entitled upon such liquidation, winding-up or dissolutiontheir respective liquidation preferences.

Liquidation Rights. 4.1 In (i) Upon the event of any liquidationvoluntary or involuntary dissolution, winding-liquidation or winding up or dissolution of the CompanyCorporation, whether voluntary or involuntary, each Holder the holders of the Series A Preferred Stock then outstanding shall be entitled to receive, in respect of each share of Preferred Stock, receive and to be paid out of the assets of the Company Corporation available for distribution to its stockholdersshareholders, in preference to the holders of, and before any payment or distribution is shall be made on, on any Junior StockShares, an the amount equal to the greater of $25.00 per share of Series A Preferred Stock (i) the "Liquidation Preference Value"), plus the Accumulated Cash Dividends, any accrued and unpaid dividends thereon. (ii) After the sum of (A) the product of the Exchange Rate multiplied by the Market Value as of the effective date of such liquidation, winding up or dissolution plus (B) the Accumulated Cash Dividends thereon. 4.2 In the event of any liquidation, winding-up or dissolution of the Parent, whether voluntary or involuntary, each Holder shall be entitled to receive, in respect of such shares of Preferred Stock, and to be paid out of the assets of the Company available for distribution to its stockholders, in preference payment to the holders of, and before any payment or distribution is made on, any Junior Stock, an amount equal to the greater of (i) the Liquidation Preference plus the Accumulated Cash Dividends thereon and (ii) the amount such Holder would have received had such Holder, immediately prior to such liquidation, winding-up or dissolution of the Parent, exchanged such Series A Preferred Stock for Parent Common Shares in accordance with Section 5.1. Such payment shall be made regardless of whether there is a liquidation, winding-up or dissolution of the Company. 4.3 Neither the sale, conveyance, exchange or transfer (for cash, shares of stock, securities or other consideration) of all or substantially all the assets or business of the Company (other than in connection with the liquidation, winding up or dissolution of its business), nor the merger or consolidation of the Company into or with any other Person shall be deemed to be a liquidation, winding-up or dissolution, voluntary or involuntary, for the purposes of this Section 4. 4.4 After the payment in full to the Holders of the preferential amounts provided for in this Section 4paragraph B(4), the Holders holders of shares of the Series A Preferred Stock as such shall have no right or claim to any of the remaining assets of the Company Corporation. (iii) If, upon any voluntary or involuntary dissolution, liquidation, or winding up the Corporation, the amounts payable with respect to the preference value of the Series A Preferred Stock and any other shares of capital stock of the Corporation ranking as to any such distribution on a parity with the Series A Preferred Stock are not paid in respect full, the holders of their ownership the Series A Preferred Stock and of such Preferred Stock. 4.5 In the event the other shares will share ratably in any such distribution of assets of the Company available for distribution to the Holders upon any liquidation, winding-up or dissolution of the Company, whether voluntary or involuntary, shall be insufficient to pay in full all amounts to which such Holders are entitled pursuant to Section 4.1 and 4.2, no such distribution shall be made on account of any shares of Parity Stock upon such liquidation, dissolution or winding-up unless proportionate distributable amounts shall be paid on account of the shares of Preferred Stock, equally and ratably, Corporation in proportion to the full distributable respective preference amounts for to which Holders they are entitled. (iv) Neither the sale of all Preferred Stock and or substantially all the property or business of the Corporation, nor the merger or consolidation of the Corporation into or with any other entity or the merger or consolidation of any Parity Stock are entitled upon such other entity into or with the Corporation, nor any dissolution, liquidation, winding-winding up or reorganization of the Corporation immediately followed by the incorporation of another corporation to which the Corporation's assets are distributed shall be deemed to be a dissolution, liquidation or winding up, voluntary or involuntary, for the purposes of this paragraph B. (v) In determining whether a distribution by dividend, redemption or other acquisition of shares of the Corporation or otherwise is permitted under Maryland law, no effect shall be given to amounts that would be needed, if the Corporation were to be dissolved at the time of the distribution, to satisfy the preferential rights upon dissolution of shareholders whose preferential rights on dissolution are superior to those receiving the distribution.

Liquidation Rights. 4.1 In Upon the event of any liquidationdissolution, winding-liquidation or winding up or dissolution ------------------- of the Company, whether voluntary or involuntary, each Holder the holders of the then outstanding shares of Series A Preferred Stock shall be entitled to receive, in respect of each share of Preferred Stock, and to be paid receive out of the assets of the Company available for distribution to its stockholders, in preference to the holders of, and sum of $0.001 per share (the "Liquidation Rate") before any payment or distribution is shall be made on, any Junior on the Common Stock, an amount equal to the greater or any other class of (i) the Liquidation Preference plus the Accumulated Cash Dividends, and (ii) the sum of (A) the product of the Exchange Rate multiplied by the Market Value as of the effective date of such liquidation, winding up or dissolution plus (B) the Accumulated Cash Dividends thereon. 4.2 In the event of any liquidation, winding-up or dissolution of the Parent, whether voluntary or involuntary, each Holder shall be entitled to receive, in respect of such shares of Preferred Stock, and to be paid out of the assets capital stock of the Company available for distribution to its stockholders, in preference ranking junior to the holders of, and before any payment or distribution is made on, any Junior Series A Preferred Stock, an amount equal to the greater of (i) the Liquidation Preference plus the Accumulated Cash Dividends thereon and (ii) the amount such Holder would have received had such Holder, immediately prior to such liquidation, winding-up or dissolution of the Parent, exchanged such Preferred Stock for Parent Common Shares in accordance with Section 5.1. Such payment shall be made regardless of whether there is a liquidation, winding-up or dissolution of the Company. 4.3 Neither the (a) The sale, conveyance, exchange or transfer (for cash, shares of stock, securities or other consideration) of all or substantially all the property and assets or business of the Company (other than in connection with the liquidationshall be deemed a dissolution, liquidation or winding up of the Company for purposes of this Paragraph 3, but the merger, consolidation, or dissolution of its business), nor the merger or consolidation other combination of the Company into or with any other Person corporation, or the merger, consolidation, or other combination of any other corporation into or with the Company, shall not be deemed to be a liquidationdissolution, winding-up liquidation or dissolutionwinding up, voluntary or involuntary, for the purposes of this Section 4Paragraph 3. As use herein, the "merger, consolidation, or other combination" shall include, without limitation, a forward or reverse triangular merger, or stock exchange of the Company and any of its subsidiaries with any other corporation. 4.4 (b) After the payment in full to the Holders of the amounts provided for in this Section 4, the Holders holders of shares of the Series A Preferred Stock of the full preferential amounts fixed by this Paragraph 3 for shares of the Series A Preferred Stock, the holders of the Series A Preferred Stock as such shall have no right or claim to any of the remaining assets of the Company in respect of their ownership of such Preferred StockCompany. 4.5 (c) In the event the assets of the Company available for distribution to the Holders upon any liquidation, winding-up or dissolution holders of the CompanySeries A Preferred Stock upon dissolution, whether voluntary liquidation or involuntary, winding up of the Company shall be insufficient to pay in full all amounts to which such Holders holders are entitled pursuant to Section 4.1 and 4.2this Paragraph 3, no such distribution shall be made on account of any shares of Parity Stock a class or series of capital stock of the Company ranking on a parity with the shares of the Series A Preferred Stock, if any, upon such liquidationdissolution, dissolution liquidation or winding-winding up unless proportionate distributable distributive amounts shall be paid on account of the shares of the Series A Preferred Stock, equally and ratably, in proportion to the full distributable distributive amounts for which Holders holders of all Preferred Stock and of any Parity Stock such parity shares are respectively entitled upon such liquidationdissolution, winding-up liquidation or dissolutionwinding up.