Common use of Liquidation Rights Clause in Contracts

Liquidation Rights. 5.1 Upon the liquidation, dissolution or winding up of the Corporation, whether voluntary or involuntary, no distribution shall be made to the holders of shares of Junior Stock (either as to dividends or upon liquidation, dissolution or winding up) unless, prior thereto, the holders of shares of this Series shall have received an amount equal to the greater of (i) $.01 per whole share of this Series or (ii) an aggregate amount per share equal to the product of the Formula Number then in effect multiplied by the aggregate amount to be distributed per share to holders of Common Stock. 5.2 Neither the sale, exchange or other conveyance (for cash, shares of stock, securities or other consideration) of all or substantially all the property and assets of the Corporation nor the merger or consolidation of the Corporation into or with any other corporation, or the merger or consolidation of any other corporation into or with the Corporation, shall be deemed to be a dissolution, liquidation or winding up, voluntary or involuntary, for the purposes of this Section 5. 5.3 After the payment to the holders of the shares of this Series of full preferential amounts provided for in this Section 5, the holders of this Series as such shall have no right or claim to any of the remaining assets of the Corporation. 5.4 In the event the assets of the Corporation available for distribution to the holders of shares of this Series upon any dissolution, liquidation or winding up of the Corporation, whether voluntary or involuntary, shall be insufficient to pay in full all amounts to which such holders and the holders of all Parity Stock are entitled, no such distribution shall be made on account of any shares of any Parity Stock upon such dissolution, liquidation or winding up unless proportionate distributive amounts shall be paid on account of the shares of this Series, ratably, in proportion to the full distributable amounts for which holders of all Parity Stock are entitled upon such dissolution, liquidation or winding up.

Liquidation Rights. 5.1 Upon If the Corporation shall be voluntarily or involuntarily liquidated, dissolved or wound up, at any time when any Series A Stock shall be outstanding, each then outstanding share of Series A Stock shall entitle the Holder thereof to a preference against the Assets of the corporation available for distribution to the Holders of the Corporation's equity securities equal to the Series A Stock Value plus an amount equal to all unpaid dividends (including, without limitation, all accrued and unpaid interest thereon and the Deferred Dividends, calculated in accordance with Section 4(B) hereof) accrued on such share to the date of payment. If, upon any such liquidation, dissolution or winding winding-up of the Corporation, whether voluntary or involuntary, no distribution shall be made to the holders of shares of Junior Stock (either as to dividends or upon liquidation, dissolution or winding up) unless, prior thereto, the holders of shares of this Series shall have received an amount equal to the greater of (i) $.01 per whole share of this Series or (ii) an aggregate amount per share equal to the product of the Formula Number then in effect multiplied by the aggregate amount to be distributed per share to holders of Common Stock. 5.2 Neither the sale, exchange or other conveyance (for cash, shares of stock, securities or other consideration) of all or substantially all the property and assets of the Corporation nor Corporation, or proceeds thereof, distributed among the Holders of Series A Stock shall be insufficient to pay in full the aggregate preferential amounts on all of the then outstanding shares of the Series A Stock, then such assets, or the proceeds thereof, shall be distributed among such Holders equally and ratably in proportion to the full liquidation preferences to which each such Holder is entitled. After such payment shall have been made in full to the Holders of the outstanding Series A Stock, or funds necessary for such payment shall have been set aside in trust for the account of the Holders of Series A Stock so as to be, and continue to be, available therefor, the Holders of Series A Stock shall be entitled to no further participation in such distribution of assets of the Corporation. The consolidation or merger or consolidation of the Corporation into or with any corporation or corporations (other corporationthan a merger with another corporation in which the Corporation is the surviving corporation and which does not result in any reclassification or change -- other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combination -- of outstanding shares of the Corporation's Stock of any class or series, whether now or hereafter authorized), or the merger sale or consolidation transfer by the Corporation of any other corporation into all or with substantially all of its assets otherwise than to an Affiliate of the Corporation, or a Change-in-Control Transaction shall be deemed to be a dissolution, liquidation or winding up, voluntary or involuntary, for liquidation. All of the purposes of this Section 5. 5.3 After the payment preferential amounts to be paid to the holders Holders of the shares of this Series of full preferential amounts A Stock as provided for in this Section 53 shall be paid or set apart for payment before the payment or setting apart for payment of any amount for, or the holders distribution of this Series as such shall have no right or claim to any of the remaining assets of the Corporation. 5.4 In the event the assets Assets of the Corporation available for distribution to to, the holders Holders of shares of this Series upon any dissolution, liquidation or winding up other equity securities of the Corporation, whether voluntary now or involuntary, shall be insufficient to pay in full all amounts to which such holders and the holders of all Parity Stock are entitled, no such distribution shall be made on account of any shares of any Parity Stock upon such dissolution, liquidation or winding up unless proportionate distributive amounts shall be paid on account of the shares of this Series, ratablyhereafter authorized, in proportion to the full distributable amounts for which holders of all Parity Stock are entitled upon connection with such dissolutionliquidation, liquidation dissolution or winding up.

Liquidation Rights. 5.1 Upon 7.1 In the event of any liquidation, dissolution or winding winding-up of the CorporationCompany, whether voluntary or involuntary, no distribution the holders of the shares of Series A Preferred Stock shall be made entitled to receive out of the assets of the Company available for distribution to stockholders the Liquidation Preference plus Accumulated Dividends and Accrued Dividends thereon in preference to the holders of shares of of, and before any distribution is made on, any Junior Stock (either as to dividends or upon liquidationStock, dissolution or winding up) unlessincluding, prior theretowithout limitation, the holders of shares of this Series shall have received an amount equal to the greater of (i) $.01 per whole share of this Series or (ii) an aggregate amount per share equal to the product of the Formula Number then in effect multiplied by the aggregate amount to be distributed per share to holders of on any Common Stock. 5.2 Neither the sale, exchange or other conveyance (for cash, shares of stock, securities or other consideration) of all or substantially all the property and assets of the Corporation nor the 7.2 The merger or consolidation of the Corporation Company into or with any other corporation, or the merger or consolidation of any other corporation into or with the CorporationCompany, shall not be deemed to be a dissolutionliquidation, liquidation dissolution or winding up, voluntary or involuntary, for the purposes of this Section 57. Both (i) a sale of all or substantially all of the assets of the Company, and (ii) any distribution by the Company to its stockholders of substantially all of its assets shall be deemed to be a liquidation for the purposes of this Section 7. 5.3 7.3 After the payment to the holders of the shares of this Series A Preferred Stock of full preferential amounts provided for in this Section 57, the holders of this Series A Preferred Stock as such shall have no right or claim to any of the remaining assets of the CorporationCompany. 5.4 7.4 In the event the assets of the Corporation Company available for distribution to the holders of shares of this Series A Preferred Stock upon any dissolutionliquidation, liquidation dissolution or winding up of the CorporationCompany, whether voluntary or involuntary, shall be insufficient to pay in full all amounts to which such holders and the holders of all Parity Stock are entitledentitled pursuant to Section 7.1, no such distribution shall be made on account of any shares of any Parity Stock upon such dissolutionliquidation, liquidation dissolution or winding up unless proportionate distributive distributable amounts shall be paid on account of the shares of this SeriesSeries A Preferred Stock, ratably, in proportion to the full distributable amounts for which holders of all Series A Preferred Stock and Parity Stock are entitled upon such dissolutionliquidation, liquidation dissolution or winding up.

Liquidation Rights. 5.1 Upon the any voluntary or involuntary liquidation, dissolution or winding winding-up of the Corporationaffairs of the Operating Partnership, the holders of units of Series C Preferred Units shall be entitled to be paid out of the assets of the Operating Partnership legally available for distribution to its Unit holders a liquidation preference of $250.00 per unit, plus an amount equal to any accrued and unpaid dividends to the date of payment (whether voluntary or involuntarynot declared), no before any distribution or payment shall be made to the holders of shares of Junior Stock (either Common Units or any other class or series of Units of the Operating Partnership ranking junior to the Series C Preferred Units as to dividends liquidation rights. In the event that, upon such voluntary or upon involuntary liquidation, dissolution or winding winding-up) unless, prior theretothe available assets of the Operating Partnership legally available for distribution to its Unit holders a liquidation preference of $250.00 per unit, plus an amount equal to any distribution or payment shall be made to holders of shares of Common Units or any other class or series of Units of the Operating Partnership ranking junior to the Series C Preferred Units as to liquidation rights. In the event that, upon such voluntary or involuntary liquidation, dissolution or winding-up, the available assets of the Operating Partnership are insufficient to pay the amount of the liquidating distributions on all outstanding units of Series C Preferred Units and the corresponding amounts payable on all units of other classes or series of units of the Operating Partnership ranking on a parity with the Series C Preferred Units in the distribution of assets, then the holders of the Series C Preferred Units and all other such classes or series of units shall share ratable in any such distribution of assets in proportion to the full liquidating distributions to which they would otherwise be respectively entitled. Holders of Series C Preferred Units shall be entitled to written notice of any such liquidation. After payment of the full amount of the liquidating distributions to which they are entitled, the holders of shares of this Series shall have received an amount equal to the greater of (i) $.01 per whole share of this Series or (ii) an aggregate amount per share equal to the product of the Formula Number then in effect multiplied by the aggregate amount to be distributed per share to holders of Common Stock. 5.2 Neither the sale, exchange or other conveyance (for cash, shares of stock, securities or other consideration) of all or substantially all the property and assets of the Corporation nor the merger or consolidation of the Corporation into or with any other corporation, or the merger or consolidation of any other corporation into or with the Corporation, shall be deemed to be a dissolution, liquidation or winding up, voluntary or involuntary, for the purposes of this Section 5. 5.3 After the payment to the holders of the shares of this Series of full preferential amounts provided for in this Section 5, the holders of this Series as such shall C Preferred Units will have no right or claim to any of the remaining assets of the Corporation. 5.4 In the event the assets Operating Partnership. The consolidation or merger of the Corporation available for distribution Operating Partnership with or into any corporation, trust or entity or of any corporation, trust or other entity, or the sale, lease or conveyance of all or substantially all of the property or business of the Operating Partnership shall not be deemed to the holders of shares of this Series upon any dissolutionconstitute a liquidation, liquidation dissolution or winding winding-up of the Corporation, whether voluntary or involuntary, shall be insufficient to pay in full all amounts to which such holders and the holders of all Parity Stock are entitled, no such distribution shall be made on account of any shares of any Parity Stock upon such dissolution, liquidation or winding up unless proportionate distributive amounts shall be paid on account of the shares of this Series, ratably, in proportion to the full distributable amounts for which holders of all Parity Stock are entitled upon such dissolution, liquidation or winding upOperating Partnership.

Liquidation Rights. 5.1 Upon the liquidationdissolution, dissolution liquidation or winding up of the CorporationCompany, whether voluntary or involuntary, no the holders of the then outstanding shares of Preferred Stock shall be entitled to receive out of the assets of the Company for each share of Preferred Stock the Stated Value (the "Liquidation Rate") before any payment or distribution shall be made on the Common Stock, or any other class of capital stock of the Company ranking junior to the holders of shares of Junior Stock (either as to dividends or upon liquidation, dissolution or winding up) unless, prior thereto, the holders of shares of this Series shall have received an amount equal to the greater of (i) $.01 per whole share of this Series or (ii) an aggregate amount per share equal to the product of the Formula Number then in effect multiplied by the aggregate amount to be distributed per share to holders of Common Preferred Stock. 5.2 Neither the (a) The sale, conveyance, exchange or other conveyance transfer (for cash, shares of stock, securities or other consideration) of all or substantially all the property and assets of the Corporation nor the merger Company shall be deemed a dissolution, liquidation or consolidation winding up of the Corporation Company for purposes of this Paragraph 3, but the merger, consolidation, or other combination of the Company into or with any other corporation, or the merger merger, consolidation, or consolidation other combination of any other corporation into or with the CorporationCompany, shall not be deemed to be a dissolution, liquidation or winding up, voluntary or involuntary, for the purposes of this Section 5Paragraph 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. 5.3 (b) After the payment to the holders of the shares of this Series the Preferred Stock of the full preferential amounts provided fixed by this Paragraph 3 for in this Section 5shares of the Preferred Stock, the holders of this Series the Preferred Stock as such shall have no right or claim to any of the remaining assets of the CorporationCompany. 5.4 (c) In the event the assets of the Corporation Company available for distribution to the holders of shares of this Series the Preferred Stock upon any dissolution, liquidation or winding up of the Corporation, whether voluntary or involuntary, Company shall be insufficient to pay in full all amounts to which such holders and the holders of all Parity Stock are entitledentitled pursuant to this Paragraph 3, no such distribution shall be made on account of any shares of any 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 dissolution, liquidation or winding up unless proportionate distributive amounts shall be paid on account of the shares of this Seriesthe Preferred Stock, ratably, in proportion to the full distributable distributive amounts for which holders of all Parity Stock such parity shares are respectively entitled upon such dissolution, liquidation or winding up.

Liquidation Rights. 5.1 (a) Upon the liquidationdissolution, dissolution liquidation or winding up of the CorporationCompany, whether voluntary the holders of the Preferred Units shall be entitled to receive and to be paid out of the assets of the Company available for distribution to its members, before any payment or involuntary, no distribution shall be made on the Common Units or on any other class of Units ranking junior to the holders of shares of Junior Stock (either as to dividends or Preferred Units upon liquidation, dissolution or winding up) unless, prior thereto, the holders of shares of this Series shall have received an amount equal to the greater of (i) $.01 per whole share of this Series or (ii) an aggregate amount per share equal to the product of the Formula Number then in effect multiplied by the aggregate amount to be distributed per share to holders of Common StockLiquidation Preference. 5.2 Neither the sale, exchange or other conveyance (for cash, shares of stock, securities or other considerationb) The sale of all or substantially all the property and assets or business of the Corporation nor Company, or the merger or consolidation of the Corporation Company into or with any other corporation, corporation or the merger or consolidation of any other corporation into or with the Corporation, Company shall be deemed to be a dissolution, liquidation liquidation, or winding up, voluntary or involuntary, for the purposes of this Section 5. 5.3 (c) After the payment to the holders of the shares Preferred Units of this Series of the full preferential amounts provided for in this Section 5, the holders of this Series Preferred Units as such shall have no right or claim to any of the remaining assets of the CorporationCompany. 5.4 (d) In the event the assets of the Corporation Company available for distribution to the holders of shares of this Series Preferred Units upon any dissolution, liquidation liquidation, or winding up of the CorporationCompany, whether voluntary or involuntary, shall be insufficient to pay in full all amounts to which such holders and the holders of all Parity Stock are entitledentitled pursuant hereto, no such distribution shall be made on account of any shares other class or series of any Parity Stock Preferred Units ranking on a parity with the Preferred Units upon such dissolution, liquidation liquidation, or winding up unless proportionate distributive amounts shall be paid on account of the shares of this SeriesPreferred Units, ratably, in proportion to the full distributable amounts for which holders of all Parity Stock such parity Units are respectively entitled upon such dissolution, liquidation liquidation, or winding up. (e) Subject to the rights of the holders of Units of any series or class or classes of Units ranking on a parity with the Preferred Units upon liquidation, dissolution, or winding up of the Company, after payment shall have been made in full to the holders of the Preferred Units as provided herein, but not prior thereto, any other series or class or classes of Units ranking junior to the Preferred Units upon liquidation, subject to the respective terms and provisions applying thereto, shall be entitled to receive any and all assets remaining to be paid or distributed, and the holders of the Preferred Units shall not be entitled to share therein.

Liquidation Rights. 5.1 Upon (a) In the event of any liquidation, dissolution or winding up of the Corporation, whether voluntary or involuntary, no distribution involuntary (any such event being a "Liquidation Transaction") the Series B Preferred Stock shall be made rank prior to the holders of any shares of Junior Stock (either as to dividends Stock, so that in the event of any Liquidation Transaction, whether voluntary or upon liquidation, dissolution or winding up) unless, prior theretoinvoluntary, the holders of shares of this Series shall have received an amount equal to the greater of (i) $.01 per whole share of this Series or (ii) an aggregate amount per share equal to the product of the Formula Number then in effect multiplied by the aggregate amount to be distributed per share to holders of Common Stock. 5.2 Neither the sale, exchange or other conveyance (for cash, shares of stock, securities or other consideration) of all or substantially all the property and assets of the Corporation nor the merger or consolidation of the Corporation into or with any other corporation, or the merger or consolidation of any other corporation into or with the Corporation, B Preferred Stock shall be deemed entitled to be a dissolution, liquidation or winding up, voluntary or involuntary, for the purposes receive out of this Section 5. 5.3 After the payment to the holders of the shares of this Series of full preferential amounts provided for in this Section 5, the holders of this Series as such shall have no right or claim to any of the remaining assets of the Corporation. 5.4 In the event the assets of the Corporation available for distribution to the its stockholders, whether from capital, surplus or earnings, before any distribution is made to holders of shares Junior Stock, an amount per share equal to $100,000 per share (the "Liquidation Amount") for each outstanding share of this Series B Preferred Stock, plus an amount equal to all accrued and unpaid dividends (including any interest thereon) (such sum being referred to as the "Liquidation Preference" for the Series B Preferred Stock). (b) If, upon any dissolutionLiquidation Transaction, liquidation or winding up the assets of the Corporation, whether voluntary or involuntaryproceeds thereof, shall be insufficient to pay in the full Liquidation Preference to all amounts to which holders of the Series B Preferred Stock, then such assets, or the proceeds thereof, shall be divided and distributed pro rata among the holders of the Series B Preferred Stock and the holders of all Parity Stock are entitled, no such distribution shall be made on account of any shares of any Parity Stock upon in accordance with the aggregate respective liquidation preferences of the Series B Preferred Stock and all such dissolutionParity Stock. (c) After payment shall have been made in full to all holders of Series B Preferred Stock, liquidation or winding up unless proportionate distributive amounts shall as provided in this Section 4, the holders of the Junior Stock shall, subject to the respective terms and provisions applying thereto, be entitled to receive any and all assets remaining to be paid on account or distributed, and the holders of the shares of this Series, ratably, in proportion Series B Preferred Stock shall not be entitled to the full distributable amounts for which holders of all Parity Stock are entitled upon such dissolution, liquidation or winding upshare therein.

Liquidation Rights. 5.1 Upon (a) In the event of any liquidation, dissolution or winding up of the CorporationCompany, whether voluntary or involuntary, no before any payment or distribution of the assets of the Company (whether capital or surplus) shall be made to or set apart for the holders of shares Junior Shares, the holders of Junior Stock the Series E Preferred Shares shall be entitled to receive Two Thousand Five Hundred Dollars (either as $2,500.00) per Series E Preferred Share plus an amount equal to all dividends (whether or upon not earned or declared) accrued and unpaid thereon to the date of such liquidation, dissolution or winding up) unless, prior theretobut such holders shall not be entitled to any further payment. If, upon any liquidation, dissolution or winding up of the Company, the assets of the Company, or proceeds thereof, distributable among the holders of the Series E Preferred Shares shall be insufficient to pay in full the preferential amount aforesaid and liquidating payments on any other shares of any class or series of Parity Shares, then such assets, or the proceeds thereof, shall be distributed among the holders of the Series E Preferred Shares and any such Parity Shares ratably in accordance with the respective amounts that would be payable on such Series E Preferred Shares and any such Parity Shares if all amounts payable thereon were paid in full. For the purposes of this Series shall have received an amount equal to the greater of Section 4, (i) $.01 per whole share a consolidation or merger of this Series the Company with one or more corporations, real estate investment trusts, or other entities and (ii) an aggregate amount per share equal to the product of the Formula Number then in effect multiplied by the aggregate amount to be distributed per share to holders of Common Stock. 5.2 Neither the a sale, exchange lease or other conveyance (for cash, shares of stock, securities or other consideration) transfer of all or substantially all the property and assets of the Corporation nor the merger or consolidation of the Corporation into or with any other corporation, or the merger or consolidation of any other corporation into or with the Corporation, Company's assets shall not be deemed to be a dissolutionliquidation, liquidation dissolution or winding up, voluntary or involuntary, for of the purposes of this Section 5Company. 5.3 After (b) Subject to the rights of the holders of any series or class or classes of shares of beneficial interest ranking on a parity with or prior to the Series E Preferred Shares upon liquidation, dissolution or winding up, upon any liquidation, dissolution or winding up of the Company, after payment shall have been made in full to the holders of the shares of this Series of full preferential amounts E Preferred Shares, as provided for in this Section 54, the holders any other series or class or classes of this Series as such shall have no right Junior Shares or claim to any of the remaining assets of the Corporation. 5.4 In the event the assets of the Corporation available for distribution Fully Junior Shares shall, subject to the holders of shares of this Series upon respective terms and provisions (if any) applying thereto, be entitled to receive any dissolutionand all assets remaining to be paid or distributed, liquidation or winding up of the Corporation, whether voluntary or involuntary, shall be insufficient to pay in full all amounts to which such holders and the holders of all Parity Stock are entitled, no such distribution the Series E Preferred Shares shall not be made on account of any shares of any Parity Stock upon such dissolution, liquidation or winding up unless proportionate distributive amounts shall be paid on account of the shares of this Series, ratably, in proportion entitled to the full distributable amounts for which holders of all Parity Stock are entitled upon such dissolution, liquidation or winding upshare therein.

Liquidation Rights. 5.1 (A) Upon the liquidationvoluntary or involuntary dissolution, dissolution liquidation or winding up of the Corporationcorporation, whether voluntary or involuntarythe holders of shares of the Series D Preferred then outstanding shall be entitled to receive and to be paid out of the assets of the corporation legally available for distribution to its shareholders, no before any distribution shall be made to the holders of shares common stock or any other capital stock of Junior Stock (either as the corporation ranking junior to dividends or the Series D Preferred upon liquidation, dissolution or winding upa liquidation preference of $25.00 per share (the "Liquidation Preference"), plus accrued and unpaid dividends thereon to the date of payment. (B) unless, prior theretoAfter the payment to the holders of the shares of the Series D Preferred of the full Liquidation Preference provided for in this paragraph (4), the holders of the Series D Preferred as such shall have no right or claim to any of the remaining assets of the corporation. (C) If, upon any voluntary or involuntary dissolution, liquidation, or winding up of the corporation, the amounts payable with respect to the Liquidation Preference and any other shares of this stock of the corporation ranking as to any such distribution on a parity with the shares of the Series shall have received an amount equal D Preferred are not paid in full, the holders of the shares of the Series D Preferred and of such other shares will share ratably in any such distribution of assets of the corporation in proportion to the greater of (i) $.01 per whole share of this Series or (ii) an aggregate amount per share equal full respective liquidation preferences to the product of the Formula Number then in effect multiplied by the aggregate amount to be distributed per share to holders of Common Stockwhich they are entitled. 5.2 (D) Neither the sale, exchange lease, transfer or other conveyance (for cash, shares of stock, securities or other consideration) of all or substantially all the property and assets or business of the Corporation corporation, nor the merger or consolidation of the Corporation corporation into or with any other corporation, corporation or the merger or consolidation of any other corporation into or with the Corporationcorporation, shall be deemed to be a dissolution, liquidation or winding up, voluntary or involuntary, for the purposes of this Section 5paragraph (4). 5.3 After the payment to the holders of the shares of this Series of full preferential amounts provided for in this Section 5, the holders of this Series as such shall have no right or claim to any of the remaining assets of the Corporation. 5.4 In the event the assets of the Corporation available for distribution to the holders of shares of this Series upon any dissolution, liquidation or winding up of the Corporation, whether voluntary or involuntary, shall be insufficient to pay in full all amounts to which such holders and the holders of all Parity Stock are entitled, no such distribution shall be made on account of any shares of any Parity Stock upon such dissolution, liquidation or winding up unless proportionate distributive amounts shall be paid on account of the shares of this Series, ratably, in proportion to the full distributable amounts for which holders of all Parity Stock are entitled upon such dissolution, liquidation or winding up.

Liquidation Rights. 5.1 a. Upon the liquidationdissolution, dissolution liquidation or winding up of the Corporation, whether voluntary or involuntary, no distribution shall be made to the holders of shares of Junior Stock (either as to dividends or upon liquidation, dissolution or winding up) unless, prior thereto, the holders of shares of this Series shall have received be entitled to receive out of the assets of the Corporation available for distribution to stockholders, in preference to the holders of, and before any payment of distribution shall be made on, Junior Stock, the Liquidation Value in effect at such time, plus an amount equal to all accrued and unpaid dividends to the greater date of (i) final distribution. b. The Liquidation Value shall initially be equal to $.01 50 per whole share of this Series D Stock. The Liquidation Value shall be subject to adjustment from time to time to appropriately give effect to any split or (ii) an aggregate amount per share equal to the product combination of the Formula Number then in effect multiplied by the aggregate amount to be distributed per share to holders shares of Common Stockthis Series. 5.2 c. Neither the sale, exchange or other conveyance (for cash, shares of stock, securities or other consideration) of all or substantially all the property and assets of the Corporation nor the merger or consolidation of the Corporation into or with any other corporation, or the merger or consolidation of any other corporation into or with the Corporation, shall be deemed to be a dissolution, liquidation or winding up, voluntary or involuntary, for the purposes of this Section 56. 5.3 d. After the payment to the holders of the shares of this Series of full preferential amounts provided for in this Section 56, the holders of this Series as such shall have no right or claim to any of the remaining assets of the Corporation. 5.4 e. In the event the assets of the Corporation available for distribution to the holders of shares of this Series upon any dissolution, liquidation or winding up of the Corporation, whether voluntary or involuntary, shall be insufficient to pay in full all amounts to which such holders and the holders of all Parity Stock are entitledentitled pursuant to Section 6.1, no such distribution shall be made on account of any shares of any Parity Stock upon such dissolution, liquidation or winding up unless proportionate distributive amounts shall be paid on account of the shares of this Series, ratably, in proportion to the full distributable amounts for which holders of all Parity Stock are entitled upon such dissolution, liquidation or winding up.

Liquidation Rights. 5.1 (a) Upon any Dissolution Event, after payment or provision for the liabilities of the Company (including the expenses of such Dissolution Event) and the satisfaction of all claims ranking senior to the Series A Preferred Shares in accordance with Section 12.4 of this Agreement, the Series A Holders shall be entitled to receive out of the assets of the Company or proceeds thereof available for distribution to Shareholders, before any payment or distribution of assets is made in respect of Junior Shares, distributions equal to the Series A Liquidation Value, Pro Rata based on the full respective distributable amounts to which each Series A Holder is entitled pursuant to this Section 16.8(a). (b) Upon a Dissolution Event, after each Series A Holder receives a payment equal to the Series A Liquidation Value, such Series A Holder shall not be entitled to any further participation in any distribution of assets by the Company. (c) If the assets of the Company available for distribution upon a Dissolution Event are insufficient to pay in full the aggregate amount payable to the Series A Holders and the holders of all other Outstanding Parity Shares, if any, such assets shall be distributed to the Series A Holders and the holders of such Parity Shares pro rata, based on the full respective distributable amounts to which each such Shareholder is entitled pursuant to this Section 16.8. (d) Nothing in this Section 16.8 shall be understood to entitle the Series A Holders to be paid any amount upon the occurrence of a Dissolution Event until Shareholders of any classes or series of Shares ranking, as to the distribution of assets upon a Dissolution Event, senior to the Series A Preferred Shares have been paid all amounts to which such classes or series of Shares are entitled. (e) Neither the sale, conveyance, exchange or transfer, for cash, Shares, securities or other consideration, of all or substantially all of the Company’s property or assets nor the consolidation, merger or amalgamation of the Company with or into any other entity or the consolidation, merger or amalgamation of any other entity with or into the Company shall be deemed to be a Dissolution Event, notwithstanding that for other purposes, such as for tax purposes, such an event may constitute a liquidation, dissolution or winding up. In addition, notwithstanding anything to the contrary in this Section 16.8, no payment will be made to the Series A Holders pursuant to this Section 16.8 (i) upon the voluntary or involuntary liquidation, dissolution or winding up of any of the Corporation, whether voluntary or involuntary, no distribution shall be made to the holders of shares of Junior Stock (either as to dividends Company’s Subsidiaries or upon liquidation, dissolution or winding up) unless, prior thereto, any reorganization of the holders of shares Company into another limited liability entity pursuant to provisions of this Series shall have received an amount equal Agreement that allow the Company to the greater of convert, merge or convey its assets to another limited liability entity with or without Limited Partner approval (iincluding a transaction pursuant to Section 14.3) $.01 per whole share of this Series or (ii) an aggregate amount per share equal if the Company engages in a reorganization or other transaction in which a successor to the product Company issues equity securities to the Series A Holders that have voting powers, rights and preferences that are substantially similar to the voting powers, rights and preferences of the Formula Number then in effect multiplied by the aggregate amount Series A Preferred Shares pursuant to be distributed per share to holders of Common Stock. 5.2 Neither the sale, exchange or other conveyance (for cash, shares of stock, securities or other consideration) of all or substantially all the property and assets of the Corporation nor the merger or consolidation of the Corporation into or with any other corporation, or the merger or consolidation of any other corporation into or with the Corporation, shall be deemed to be a dissolution, liquidation or winding up, voluntary or involuntary, for the purposes provisions of this Section 5Agreement that allow the Company to do so without Limited Partner approval. 5.3 After the payment to the holders of the shares of this Series of full preferential amounts provided for in this Section 5, the holders of this Series as such shall have no right or claim to any of the remaining assets of the Corporation. 5.4 In the event the assets of the Corporation available for distribution to the holders of shares of this Series upon any dissolution, liquidation or winding up of the Corporation, whether voluntary or involuntary, shall be insufficient to pay in full all amounts to which such holders and the holders of all Parity Stock are entitled, no such distribution shall be made on account of any shares of any Parity Stock upon such dissolution, liquidation or winding up unless proportionate distributive amounts shall be paid on account of the shares of this Series, ratably, in proportion to the full distributable amounts for which holders of all Parity Stock are entitled upon such dissolution, liquidation or winding up.

Liquidation Rights. 5.1 (a) Upon the liquidationoccurrence of a Liquidation Event, dissolution or winding up each Preferred Member shall be entitled to receive and to be paid out of the Corporationassets of the Company legally available for distribution to the Members, whether voluntary before any distribution or involuntary, no distribution shall payment may be made to on any Common Units or other Interests of the holders of shares of Junior Stock (either as to dividends or upon liquidationCompany, dissolution or winding up) unless, prior thereto, the holders of shares of this Series shall have received an amount per Preferred Unit equal to the greater Redemption Price as of (i) $.01 per whole share such time payable at the time of this Series or (ii) an aggregate amount per share equal to such Liquidation Event. If, upon any such Liquidation Event, the product of the Formula Number then in effect multiplied by the aggregate amount to be distributed per share to holders of Common Stock. 5.2 Neither the sale, exchange or other conveyance (for cash, shares of stock, securities or other consideration) of all or substantially all the property and assets of the Corporation nor Company legally available for distribution to the merger or consolidation Members are insufficient to pay the Preferred Members the full amount of such Redemption Price for each outstanding Preferred Unit, the Preferred Members will share ratably in any such distribution of the Corporation into or with any other corporation, or assets of the merger or consolidation of any other corporation into or with the Corporation, shall be deemed to be a dissolution, liquidation or winding up, voluntary or involuntary, for the purposes of this Section 5. 5.3 After the payment Company in proportion to the holders full respective amounts (if any) to which they are entitled with respect to their Preferred Units. After payment the Preferred Members of the shares full amount of this Series of full preferential amounts provided for in this Section 5such Redemption Price to which they are entitled, the holders of this Series Preferred Members as such shall will have no right or claim to any of the remaining assets of the CorporationCompany. No Member shall receive any cash or other consideration upon a Liquidation Event by reason of their ownership of Common Units or Interests of the Company other than Preferred Units unless the full amount of such Redemption Price to which Preferred Members are entitled in respect of all outstanding Preferred Units have been paid in full. 5.4 (b) Notwithstanding the provisions of this Section 3, the Company shall not be obligated to pay distributions pursuant to this Section 3 to the extent there exists a Preferred Delay Condition. In such event, the event Company shall notify any the assets Preferred Members in writing as soon as practicable of such Preferred Delay Condition. The Company shall then pay the distributions on the applicable date set forth in this Section 3(b) with respect to as to as many of the Corporation available for distribution Preferred Units entitled to the holders of shares of this Series upon any dissolution, liquidation or winding up such distributions without running afoul of the Corporation, whether voluntary or involuntary, shall be insufficient Preferred Delay Condition and thereafter pay the Redemption Price with respect to pay in full all amounts as many of the other Preferred Units entitled to which such holders and the holders of all Parity Stock are entitled, no such distribution shall be made on account of any shares of any Parity Stock upon such dissolution, liquidation or winding up unless proportionate distributive amounts shall be paid on account without running afoul of the shares of this Series, ratablyPreferred Delay Condition at the earliest practicable date or dates, in proportion to which case, the full distributable amounts for which holders of all Parity Stock are entitled upon such dissolution, liquidation or winding upRedemption Price shall accrue interest at the Preferred Distribution Rate.

Liquidation Rights. 5.1 Upon the liquidationdissolution, dissolution liquidation or winding up of the Corporation, whether voluntary or involuntary, no the holders of the shares of this series of Preferred Stock shall be entitled to receive, before any payment or distribution of the assets of the Corporation or proceeds thereof (whether capital or surplus) shall be made to or set apart for the holders of the Common Stock or any other class or series of stock ranking junior to the shares of this series of Preferred Stock upon liquidation, including without limitation the Series C Preferred Stock, the amount of One Dollar and Fifteen Cents ($1.15) per share, plus a sum equal to all dividends on such shares (whether or not earned or declared) accrued and unpaid thereon to the date of final distribution, but such holders shall not be entitled to any further payment. If, upon any liquidation, dissolution or winding-up of the Corporation, the assets of the Corporation, or proceeds thereof, distributable among the holders of shares of Junior the Preferred Stock (either and any other class or series of preferred stock ranking on a parity with the Preferred Stock as to dividends or payments upon liquidation, dissolution or winding up) unlesswinding-up shall be insufficient to pay in full the preferential amount foresaid, prior theretothen 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 payable thereon were paid in full. For the purposes of this paragraph 5, the holders of shares of this Series shall have received an amount equal to the greater of (i) $.01 per whole share of this Series or (ii) an aggregate amount per share equal to the product of the Formula Number then in effect multiplied by the aggregate amount to be distributed per share to holders of Common Stock. 5.2 Neither the voluntary sale, conveyance, lease, exchange or other conveyance transfer (for cash, shares of stock, securities or other consideration) of all or substantially all the property and or assets of the Corporation nor the to, or a consolidation or merger or consolidation of the Corporation into with, one or with any other corporation, more corporations (whether or not the merger Corporation is the corporation surviving such consolidation or consolidation of any other corporation into or with the Corporation, merger) shall not be deemed to be a dissolutionliquidation, liquidation dissolution or winding winding-up, voluntary or involuntary, for the purposes of this Section 5. 5.3 After the payment to the holders of the shares of this Series of full preferential amounts provided for in this Section 5, the holders of this Series as such shall have no right or claim to any of the remaining assets of the Corporation. 5.4 In the event the assets of the Corporation available for distribution to the holders of shares of this Series upon any dissolution, liquidation or winding up of the Corporation, whether voluntary or involuntary, shall be insufficient to pay in full all amounts to which such holders and the holders of all Parity Stock are entitled, no such distribution shall be made on account of any shares of any Parity Stock upon such dissolution, liquidation or winding up unless proportionate distributive amounts shall be paid on account of the shares of this Series, ratably, in proportion to the full distributable amounts for which holders of all Parity Stock are entitled upon such dissolution, liquidation or winding up.

Liquidation Rights. 5.1 (a) Upon the dissolution, liquidation or winding up of the affairs of the Company, whether voluntary or involuntary, the Holders of MRP Shares then Outstanding, together with holders of shares of any Preferred Shares ranking on a parity with the MRP Shares upon dissolution, liquidation or winding up, shall be entitled to receive and to be paid out of the assets of the Company (or the proceeds thereof) available for distribution to its stockholders after satisfaction of claims of creditors of the Company, but before any distribution or payment shall be made in respect of the Common Shares, an amount equal to the liquidation preference with respect to such shares. The liquidation preference for MRP Shares shall be $25.00 per share, plus an amount equal to all accumulated dividends thereon (whether or not earned or declared but without interest) to the date payment of such distribution is made in full. No redemption premium shall be paid upon any liquidation even if such redemption premium would be paid upon optional or mandatory redemption of the relevant shares. In determining whether a distribution (other than upon voluntary or involuntary liquidation), by dividend, redemption or otherwise, is permitted under the MGCL, amounts that would be needed, if the Company were to be dissolved at the time of distribution, to satisfy the liquidation preference of the MRP Shares will not be added to the Company’s total liabilities. (b) If, upon any liquidation, dissolution or winding up of the Corporationaffairs of the Company, whether voluntary or involuntary, the assets of the Company available for distribution among the holders of all outstanding Preferred Shares shall be insufficient to permit the payment in full to holders of the amounts to which they are entitled, then the available assets shall be distributed among the holders of all outstanding Preferred Shares ratably in any distribution of assets according to the respective amounts which would be payable on all the shares if all amounts thereon were paid in full. (c) Upon the dissolution, liquidation or winding up of the affairs of the Company, whether voluntary or involuntary, until payment in full is made to the Holders of MRP Shares of the liquidation distribution to which they are entitled, (1) no dividend or other distribution shall be made to the holders of Common Shares or any other class of shares of Junior Stock capital stock of the Company ranking junior to MRP Shares upon dissolution, liquidation or winding up and (either as 2) no purchase, redemption or other acquisition for any consideration by the Company shall be made in respect of the Common Shares or any other class of shares of capital stock of the Company ranking junior to dividends MRP Shares upon dissolution, liquidation or upon winding up. (d) A consolidation, reorganization or merger of the Company with or into any company, trust or other legal entity, or a sale, lease or exchange of all or substantially all of the assets of the Company in consideration for the issuance of equity securities of another company, trust or other legal entity shall not be deemed to be a liquidation, dissolution or winding up) unless, prior thereto, the holders of shares of this Series shall have received an amount equal to the greater of (i) $.01 per whole share of this Series or (ii) an aggregate amount per share equal to the product of the Formula Number then in effect multiplied by the aggregate amount to be distributed per share to holders of Common Stock. 5.2 Neither the sale, exchange or other conveyance (for cash, shares of stock, securities or other consideration) of all or substantially all the property and assets of the Corporation nor the merger or consolidation of the Corporation into or with any other corporation, or the merger or consolidation of any other corporation into or with the Corporation, shall be deemed to be a dissolution, liquidation or winding up, whether voluntary or involuntary, for the purposes of this Section 5. 5.3 (e) After the payment to the holders of Preferred Shares of the shares of this Series of full preferential amounts provided for in this Section 5, the holders of this Series Preferred Shares as such shall have no right or claim to any of the remaining assets of the CorporationCompany. 5.4 In (f) Subject to the event the assets rights of the Corporation available for distribution to the holders of shares of this Series any series or class or classes of stock ranking on a parity with MRP Shares with respect to the distribution of assets upon any dissolution, liquidation or winding up of the Corporationaffairs of the Company, whether voluntary or involuntary, after payment shall be insufficient to pay have been made in full all amounts to which such holders and the holders Holders of all Parity Stock are entitledthe MRP Shares as provided in paragraph (a) of this Section 5, no such but not prior thereto, any other series or class or classes of stock ranking junior to MRP Shares with respect to the distribution shall be made on account of any shares of any Parity Stock assets upon such dissolution, liquidation or winding up unless proportionate distributive amounts shall of the affairs of the Company shall, subject to any respective terms and provisions (if any) applying thereto, be entitled to receive any and all assets remaining to be paid on account or distributed, and the Holders of the shares of this Series, ratably, in proportion MRP Shares shall not be entitled to the full distributable amounts for which holders of all Parity Stock are entitled upon such dissolution, liquidation or winding upshare therein.

Liquidation Rights. 5.1 Upon (a) In the event of any liquidation, dissolution or winding up of the CorporationCompany, whether voluntary or involuntary, no before any payment or distribution of the assets of the Company (whether capital or surplus) shall be made to or set apart for the holders of shares Junior Shares, the holders of Junior Stock the Series E Preferred Shares shall be entitled to receive Two Thousand Five Hundred Dollars (either as $2,500.00) per Series E Preferred Share plus an amount equal to all dividends (whether or upon not earned or declared) accrued and unpaid thereon to the date of such liquidation, dissolution or winding up) unless, prior theretobut such holders shall not be entitled to any further payment. If, upon any liquidation, dissolution or winding up of the Company, the assets of the Company, or proceeds thereof, distributable among the holders of the Series E Preferred Shares shall be insufficient to pay in full the preferential amount aforesaid and liquidating payments on any other shares of any class or series of Parity Shares, then such assets, or the proceeds thereof, shall be distributed among the holders of the Series E Preferred Shares and any such Parity Shares ratably in accordance with the respective amounts that would be payable on such Series E Preferred Shares and any such Parity Shares if all amounts payable thereon were paid in full. For the purposes of this Series shall have received an amount equal to the greater of Section 4, (i) $.01 per whole share a consolidation or merger of this Series the Company with one or more corporations, real estate investment trusts, or other entities and (ii) an aggregate amount per share equal to the product of the Formula Number then in effect multiplied by the aggregate amount to be distributed per share to holders of Common Stock. 5.2 Neither the a sale, exchange lease or other conveyance (for cash, shares of stock, securities or other consideration) transfer of all or substantially all the property and assets of the Corporation nor the merger or consolidation of the Corporation into or with any other corporation, or the merger or consolidation of any other corporation into or with the Corporation, Company’s assets shall not be deemed to be a dissolutionliquidation, liquidation dissolution or winding up, voluntary or involuntary, for of the purposes of this Section 5Company. 5.3 After (b) Subject to the rights of the holders of any series or class or classes of shares of beneficial interest ranking on a parity with or prior to the Series E Preferred Shares upon liquidation, dissolution or winding up, upon any liquidation, dissolution or winding up of the Company, after payment shall have been made in full to the holders of the shares of this Series of full preferential amounts E Preferred Shares, as provided for in this Section 54, the holders any other series or class or classes of this Series as such shall have no right Junior Shares or claim to any of the remaining assets of the Corporation. 5.4 In the event the assets of the Corporation available for distribution Fully Junior Shares shall, subject to the holders of shares of this Series upon respective terms and provisions (if any) applying thereto, be entitled to receive any dissolutionand all assets remaining to be paid or distributed, liquidation or winding up of the Corporation, whether voluntary or involuntary, shall be insufficient to pay in full all amounts to which such holders and the holders of all Parity Stock are entitled, no such distribution the Series E Preferred Shares shall not be made on account of any shares of any Parity Stock upon such dissolution, liquidation or winding up unless proportionate distributive amounts shall be paid on account of the shares of this Series, ratably, in proportion entitled to the full distributable amounts for which holders of all Parity Stock are entitled upon such dissolution, liquidation or winding upshare therein.

Liquidation Rights. 5.1 Upon Notwithstanding anything to the liquidationcontrary herein set forth, dissolution or winding up this Section 3.4 shall be subject to the rights, preferences, powers, privileges and restrictions, qualifications and limitations of the CorporationSeries C Preferred Stock as set forth in Section 3.9 hereof, whether voluntary or involuntarywhich rights, no distribution shall be made to preferences, powers, privileges and restrictions, qualifications and limitations conflict with and override the holders of shares of Junior Stock (either as to dividends or upon liquidation, dissolution or winding up) unless, prior thereto, the holders of shares of this Series shall have received an amount equal to the greater of (i) $.01 per whole share of this Series or (ii) an aggregate amount per share equal to the product of the Formula Number then in effect multiplied by the aggregate amount to be distributed per share to holders of Common Stock. 5.2 Neither the sale, exchange or other conveyance (for cash, shares of stock, securities or other consideration) of all or substantially all the property and assets of the Corporation nor the merger or consolidation of the Corporation into or with any other corporation, or the merger or consolidation of any other corporation into or with the Corporation, shall be deemed to be a dissolution, liquidation or winding up, voluntary or involuntary, for the purposes terms of this Section 5. 5.3 After the payment to the holders of the shares of this Series of full preferential amounts provided for in this Section 5, the holders of this Series as such shall have no right or claim to any of the remaining assets of the Corporation. 5.4 3.4. In the event the assets of the Corporation available for distribution to the holders of shares of this Series upon any dissolution, voluntary liquidation or winding up of the Corporation, whether the holders of Cumulative Preferred Stock shall be entitled to receive out of the assets of the Corporation in full the fixed voluntary liquidation amount thereof, plus accrued dividends thereon, all as provided in the resolution or resolutions providing for the issuance thereof, before any amount shall be paid to the holders of Common Stock. In the event of the involuntary liquidation of the Corporation, the holders of the Cumulative Preferred Stock shall be entitled to receive out of the assets of the Corporation in full the fixed involuntary liquidation amount thereof, plus accrued dividends thereon, all as provided in the resolution or resolutions providing for the issuance thereof, before any amount shall be paid to the holders of Common Stock. If upon the voluntary or involuntary, involuntary liquidation or winding up of the Corporation the assts of the Corporation shall be insufficient to pay in full all amounts to which such holders and the holders of all Parity of the Cumulative Preferred Stock are the entire amounts to which they may be entitled, no such the assets of the Corporation shall, if more than one series be outstanding, be distributed among the different series in proportion to the aggregate amounts which would be distributable to the Cumulative Preferred Stock of each series if sufficient assets were available. The holders of Cumulative Preferred Stock shall not otherwise be entitled to participate in any distribution of assets of the Corporation, which shall be made on account divided or distributed among holders of any shares Common Stock. No consolidation or merger of any Parity Stock upon such dissolution, the Corporation with or into another corporation or corporations and no sale by the Corporation of all or substantially all of its assets shall be deemed a liquidation or winding up unless proportionate distributive amounts shall be paid on account of the shares of this Series, ratably, in proportion to the full distributable amounts for which holders of all Parity Stock are entitled upon such dissolution, liquidation or winding upCorporation.

Liquidation Rights. 5.1 Upon In the event of any liquidation, dissolution or winding up of the affairs of the Corporation, whether voluntary or involuntary, no distribution shall be made to the holders of shares of Junior Stock (either as to dividends or upon liquidation, dissolution or winding up) unless, prior thereto, the holders of full and fractional shares of this Series shall have received be entitled, before any distribution or payment is made on any date to the holders of the Common Stock or any other stock of the Corporation ranking junior to this Series upon liquidation, to be paid in full an amount per whole share of this Series equal to the greater of (iA) $.01 per whole share of this Series 24,000 or (iiB) an aggregate amount per share equal to the product of the Formula Number then in effect multiplied by the aggregate amount distributed or to be distributed per share prior to such date in connection with such liquidation, dissolution or winding up to a holder of the Reference Package (such greater amount being hereinafter referred to as the "Liquidation Preference"), together with accrued dividends to such distribution or payment date, whether or not earned or declared. If such payment shall have been made in full to all holders of Common Stock. 5.2 Neither the sale, exchange or other conveyance (for cash, shares of stockthis Series, securities or other consideration) of all or substantially all the property and assets of the Corporation nor the merger or consolidation of the Corporation into or with any other corporation, or the merger or consolidation of any other corporation into or with the Corporation, shall be deemed to be a dissolution, liquidation or winding up, voluntary or involuntary, for the purposes of this Section 5. 5.3 After the payment to the holders of the shares of this Series of full preferential amounts provided for in this Section 5, the holders of this Series as such shall have no right or claim to any of the remaining assets of the Corporation. 5.4 . In the event the assets of the Corporation available for distribution to the holders of shares of this Series upon any dissolutionliquidation, liquidation dissolution or winding up of the Corporation, whether voluntary or involuntary, shall be insufficient to pay in full all amounts to which such holders and are entitled pursuant to the holders first paragraph of all Parity Stock are entitledthis Section 4, no such distribution shall be made on account of any shares of any Parity other class or series of Preferred Stock ranking on a parity with the shares of this Series upon such dissolutionliquidation, liquidation dissolution or winding up unless proportionate distributive amounts shall be paid on account of the shares of this Series, ratably, ratably in proportion to the full distributable amounts for which holders of all Parity Stock such parity shares are respectively entitled upon such dissolutionliquidation, liquidation dissolution or winding up. Upon the liquidation, dissolution or winding up of the Corporation, the holders of shares of this Series then outstanding shall be entitled to be paid out of assets of the Corporation available for distribution to its stockholders all amounts to which such holders are entitled pursuant to the first paragraph of this Section 4 before any payment shall be made to the holders of Common Stock or any other stock of the Corporation ranking junior upon liquidation to this Series. For the purposes of this Section 4, the consolidation or merger of, or binding share exchange by, the Corporation with any other corporation shall not be deemed to constitute a liquidation, dissolution or winding up of the Corporation.

Liquidation Rights. 5.1 a. Upon the voluntary or involuntary liquidation, dissolution or winding up of the CorporationPartnership, whether voluntary the holders of the Series A Preferred Partnership Units then outstanding shall be entitled to receive and to be paid out of the assets of the Partnership available for distribution to its Partners, before any payment or involuntary, no distribution shall be made on any Junior Units, the amount of $25.00 per unit, plus accrued and unpaid quarterly distributions thereon. b. After the payment to the holders of shares the Series A Preferred Partnership Units of the full preferential amounts provided for herein, any other series or class of Junior Stock Units or Fully Junior Units shall, subject to the respective terms and provisions (either as to dividends or upon liquidation, dissolution or winding upif any) unless, prior applying thereto, be entitled to receive any and all assets remaining to be paid, and the holders of shares of this the Series A Preferred Partnership Units, as such, shall have received an amount equal no right or claim to the greater of (i) $.01 per whole share of this Series or (ii) an aggregate amount per share equal to the product any of the Formula Number remaining assets of the Partnership. c. If, upon any voluntary or involuntary dissolution, liquidation, or winding up of the Partnership, the assets of the Partnership, or proceeds thereof, distributable among the holders of the Series A Preferred Partnership Units shall be insufficient to pay in full the preferential amount aforesaid and liquidating payments on any other units of any class or series of Parity Units, then in effect multiplied by such assets, or the aggregate amount to proceeds thereof, shall be distributed per share to among the holders of Common Stockthe Series A Preferred Partnership Units and any such other Parity Units ratably in accordance with the respective amounts that would be payable on such Series A Preferred Partnership Units and any such other Parity Units if all amounts payable thereon were paid in full. 5.2 d. Neither a consolidation nor a merger of any other entity into or with the Partnership or a sale, exchange lease, transfer or other conveyance (for cash, shares of stock, securities or other consideration) of all or substantially all of the property and assets 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 other corporation into or with the CorporationPartnership, shall be deemed to be a dissolution, liquidation or winding up, voluntary or involuntary, for the purposes of this Section 5hereof. 5.3 After the payment to the holders of the shares of this Series of full preferential amounts provided for in this Section 5, the holders of this Series as such shall have no right or claim to any of the remaining assets of the Corporation. 5.4 In the event the assets of the Corporation available for distribution to the holders of shares of this Series upon any dissolution, liquidation or winding up of the Corporation, whether voluntary or involuntary, shall be insufficient to pay in full all amounts to which such holders and the holders of all Parity Stock are entitled, no such distribution shall be made on account of any shares of any Parity Stock upon such dissolution, liquidation or winding up unless proportionate distributive amounts shall be paid on account of the shares of this Series, ratably, in proportion to the full distributable amounts for which holders of all Parity Stock are entitled upon such dissolution, liquidation or winding up.

Liquidation Rights. 5.1 (a) Upon the any liquidation, dissolution dissolution, or winding up of the CorporationCompany, whether voluntary or involuntary, no before any distribution or payment shall be made to the holders of shares of any Junior Stock (either as to dividends or upon liquidation, dissolution or winding up) unless, prior theretoStock, the holders of shares Series Preferred, other than the holders of this Series E Preferred, shall have received be entitled to be paid out of the assets of the Company an amount per share of Series Preferred equal to the greater applicable Original Issue Price plus all declared and unpaid dividends on such shares of Series Preferred (as adjusted for any stock dividends, combinations, splits, recapitalizations and the like with respect to such shares) for each share of Series Preferred held by them. (b) After the payment of the full liquidation preference of the Series Preferred, other than the Series E Preferred, as set forth in Section 3(a) above, the assets of the Company legally available for distribution, if any, shall be distributed ratably to the holders of the Common Stock and Series Preferred on an as-if-converted to Common Stock basis. (c) The following events shall be considered a liquidation under this Section 3: (i) $.01 per whole share any consolidation or merger of this Series the Company with or into any other corporation or other entity or person, or any other corporate reorganization, in which the shareholders of the Company immediately prior to such consolidation, 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 in which in excess of fifty percent (50%) of the Company's voting power is transferred (an "Acquisition"); or (ii) an aggregate amount per share equal to the product of the Formula Number then in effect multiplied by the aggregate amount to be distributed per share to holders of Common Stock. 5.2 Neither the a sale, exchange lease or other conveyance (for cash, shares of stock, securities or other consideration) disposition of all or substantially all of the property and assets of the Corporation nor Company (an "Asset Transfer"). (d) Whenever the merger or consolidation distribution provided for in this Section 3 shall be payable in property other than cash, the value of such distribution shall be the fair market value of such property as determined in good faith by the Board of Directors of the Corporation into Company, PROVIDED, HOWEVER, that any securities to be delivered to the holders of the Series Preferred and/or Common Stock pursuant to this Section 3 shall be valued as follows: (i) Securities not subject to investment letter or with any other corporation, similar restrictions on free marketability: (1) If traded on a securities exchange or the merger or consolidation of any other corporation into or with Nasdaq National Market, the Corporation, value shall be deemed to be a dissolutionthe average of the closing prices of the securities on such exchange over the 30-day period ending three (3) days prior to the date of distribution; (2) If actively traded over-the-counter, liquidation 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 date of distribution; and (3) If there is no active public market, the value shall be the fair market value thereof, as determined in good faith by the Board of Directors of the Company. (ii) The method of valuation of securities subject to investment letter or other restrictions on free marketability shall include 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 of Directors of the Company. (e) If, upon any liquidation, distribution, or winding up, voluntary or involuntary, for the purposes of this Section 5. 5.3 After the payment to the holders of the shares of this Series of full preferential amounts provided for in this Section 5, the holders of this Series as such shall have no right or claim to any of the remaining assets of the Corporation. 5.4 In the event the assets of the Corporation available for distribution to the holders of shares of this Series upon any dissolution, liquidation or winding up of the Corporation, whether voluntary or involuntary, Company shall be insufficient to pay make payment in full to all amounts to which such holders and of Series Preferred, other than the holders of all Parity Stock are entitledSeries E Preferred, no of the liquidation preferences set forth in Section 3(a) above, then such distribution assets shall be made on account distributed among the holders of any shares Series Preferred, other than the holders of any Parity Stock upon such dissolutionSeries E Preferred, liquidation or winding up unless proportionate distributive amounts shall be paid on account of at the shares of this Seriestime outstanding, ratably, ratably in proportion to the full distributable amounts for to which holders of all Parity Stock are entitled upon such dissolution, liquidation or winding upthey would otherwise be respectively entitled.

Liquidation Rights. 5.1 (a) Upon the any liquidation, dissolution dissolution, or winding up of the Corporation, whether voluntary or involuntary, no before any distribution or payment shall be made to the holders of shares of any Junior Stock (either as to dividends or upon liquidation, dissolution or winding up) unless, prior theretoStock, the holders of shares the respective Series Preferred shall be entitled to be paid out of this Series shall have received the assets of the Corporation an amount per share of Series Preferred equal to the greater applicable Original Issue Price for the respective Series Preferred plus all declared and unpaid dividends on such shares of Preferred Stock (as adjusted for any stock dividends, combinations, splits, recapitalizations and the like with respect to such shares) for each share of Series Preferred held by them. If, upon any such liquidation, dissolution, or winding up, the assets of the Corporation shall be insufficient to make payment in full to all holders of Series Preferred of the liquidation preference set forth in this Section 3(a), then such assets shall be distributed among the holders of the respective Series Preferred at the time outstanding, ratably in proportion to the full amounts to which they would otherwise be respectively entitled. (b) After payment of the full liquidation preference of the Series Preferred as set forth in Section 3(a) above, any remaining assets of the Corporation legally available for distribution, if any, shall be distributed ratably to the holders of the Common Stock and the Series Preferred on the basis of Common Stock equivalents. (c) The following events shall be considered a liquidation under this Section 3: (i) $.01 per whole share any consolidation or merger of this Series the Corporation with or into any other corporation or other entity or person, or any other corporate reorganization, in which the shareholders of the Corporation immediately prior to such consolidation, merger or reorganization, own less than 50% of the Corporation's voting power immediately after such consolidation, merger or reorganization, or any transaction or series of related transactions to which the Corporation is a party in which in excess of fifty percent (50%) of the Corporation's voting power is transferred (an "Acquisition"), excluding any consolidation or merger effected exclusively to change the domicile of the Corporation; (ii) an aggregate amount per share equal to the product of the Formula Number then in effect multiplied by the aggregate amount to be distributed per share to holders of Common Stock. 5.2 Neither the a sale, exchange lease, pledge, license or other conveyance (for cash, shares of stock, securities or other consideration) disposition of all or substantially all the property and assets of the Corporation nor the merger or consolidation of the Corporation into or with any other corporation, or the merger or consolidation of any other corporation into or with the Corporation, shall be deemed to be a dissolution, liquidation or winding up, voluntary or involuntary, for the purposes of this Section 5. 5.3 After the payment to the holders of the shares of this Series of full preferential amounts provided for in this Section 5, the holders of this Series as such shall have no right or claim to any of the remaining assets of the Corporation. 5.4 In the event the assets of the Corporation available for distribution to (an "Asset Transfer"); (iii) in any of such events, if the holders consideration received by this Corporation is other than cash, its value will be deemed its fair market value as determined in good faith by the Board of shares of this Series upon any dissolution, liquidation or winding up of the Corporation, whether voluntary or involuntary, Directors. Any securities shall be insufficient to pay in full all amounts to which such holders and the holders of all Parity Stock are entitled, no such distribution shall be made on account of any shares of any Parity Stock upon such dissolution, liquidation or winding up unless proportionate distributive amounts shall be paid on account of the shares of this Series, ratably, in proportion to the full distributable amounts for which holders of all Parity Stock are entitled upon such dissolution, liquidation or winding up.valued as follows:

Liquidation Rights. 5.1 8.1 Upon the any voluntary or involuntary liquidation, dissolution or winding up of the CorporationCompany, whether voluntary or involuntary, no distribution the holders of Series A Preferred Shares shall be entitled to receive, out of the assets of the Company legally available for distribution to the Shareholders, before any distribution is made to holders of Common Shares or any other shares ranking junior to the Series A Preferred Shares, a liquidating distribution in an amount equal to the sum of the Unpaid Priority Return and the Unreturned Liquidation Preference with respect to such Series A Preferred Share. After payment to the holders of shares Series A Preferred Shares of Junior Stock (either as the full amount of the liquidating distributions to dividends which the holders of Series A Preferred Shares are entitled, the holders of Series A Preferred Shares shall not have any right or upon claim in respect of the Series A Preferred Shares or to any of the Company’s remaining assets. 8.2 Distributions to holders of Series A Preferred Shares shall be made only to the extent that the Company’s assets are available after satisfaction of all liabilities to creditors and subject to the rights of holders of any securities ranking senior to the Series A Preferred Shares. If, in the event of a liquidation, dissolution or winding up) unlessup of the Company, prior thereto, the Company is unable to pay in full liquidating distributions to the holders of shares Series A Preferred Shares in accordance with the foregoing provisions of this Series shall have received an amount equal Section 8 and to pay all holders of securities ranking pari passu to the greater of (i) $.01 per whole share Series A Preferred Shares in accordance with the terms thereof, then the Company shall distribute its assets to those holders ratably in proportion to the liquidating distributions which they would otherwise have received. 8.3 For purposes of this Series Share Designation, subject to Section 9, the Company’s merger or (ii) an aggregate amount per share equal to consolidation with or into any other entity or by another entity with or into the product of the Formula Number then in effect multiplied by the aggregate amount to be distributed per share to holders of Common Stock. 5.2 Neither Company, or the sale, lease, exchange or other conveyance transfer of all or substantially all of the Company’s assets (for cash, shares of stock, securities or other consideration) of all or substantially all the property and assets of the Corporation nor the merger or consolidation of the Corporation into or with any other corporation, or the merger or consolidation of any other corporation into or with the Corporation, shall not be deemed to be a dissolutionliquidation, liquidation or winding up, voluntary or involuntary, for the purposes of this Section 5. 5.3 After the payment to the holders of the shares of this Series of full preferential amounts provided for in this Section 5, the holders of this Series as such shall have no right or claim to any of the remaining assets of the Corporation. 5.4 In the event the assets of the Corporation available for distribution to the holders of shares of this Series upon any dissolution, liquidation dissolution or winding up of the Corporation, whether voluntary Company. If the Company enters into any merger or involuntary, shall be insufficient to pay in full all amounts to which such holders consolidation transaction with or into any other entity and the holders of all Parity Stock are entitledCompany is not the surviving entity in such transaction, no such distribution shall then the Series A Preferred Shares may be made on account of any shares of any Parity Stock upon such dissolution, liquidation or winding up unless proportionate distributive amounts shall be paid on account converted into equity interests of the shares surviving or successor entity or the direct or indirect parent of this Series, ratably, in proportion the surviving or successor entity having terms identical to the full distributable amounts for which holders terms of all Parity Stock are entitled upon such dissolution, liquidation or winding upthe Series A Preferred Shares.

Liquidation Rights. 5.1 Upon (a) Subject to the rights of holders of Series A Stock and holders of any class or series of stock which the Corporation may in the future issue which ranks senior to, or on a parity with, the 7% Preferred Stock in respect of a distribution of assets upon the liquidation, dissolution or winding winding-up of the affairs of the Corporation, whether voluntary or involuntaryinvoluntary (such event, no distribution shall be made to the holders of shares of Junior Stock (either as to dividends or upon liquidation, dissolution or winding up) unless, prior theretoa "Liquidation"), the holders of shares of this Series shall have received an amount equal to the greater of (i) $.01 per whole share of this Series or (ii) an aggregate amount per share equal to the product of the Formula Number then in effect multiplied by the aggregate amount to be distributed per share to holders of Common Stock. 5.2 Neither the sale, exchange or other conveyance (for cash, shares of stock, securities or other consideration) of all or substantially all the property and assets of the Corporation nor the merger or consolidation of the Corporation into or with any other corporation, or the merger or consolidation of any other corporation into or with the Corporation, 7% Preferred Stock shall be deemed entitled to be a dissolution, liquidation or winding up, voluntary or involuntary, for the purposes receive out of this Section 5. 5.3 After the payment to the holders of the shares of this Series of full preferential amounts provided for in this Section 5, the holders of this Series as such shall have no right or claim to any of the remaining assets of the Corporation. 5.4 In the event the assets of the Corporation available for distribution to stockholders, whether from capital, surplus or earnings, before any distribution or payment is made to holders of Common Stock of the Corporation or on any other class or series of stock of the Corporation ranking junior as to assets distributable upon Liquidation to the shares of 7% Preferred Stock, liquidating distributions in the amount of $_____ per share [the Average Closing Price as defined in the Agreement and Plan of Merger], plus an amount equal to all dividends accrued and unpaid thereon, whether or not earned or declared (including dividends accumulated and unpaid), to the date of Liquidation; but such holders shall not be entitled to any further payment. If, upon any Liquidation, the assets of the Corporation or proceeds thereof distributable among the holders of the shares of this Series upon any dissolution, liquidation or winding up of the Corporation, whether voluntary or involuntary, 7% Preferred Stock shall be insufficient to pay in full the preferential amount aforesaid and liquidating payments on any other class or series of stock ranking on a parity with the 7% Preferred Stock in respect of a distribution of assets upon Liquidation, then such assets or proceeds thereof shall be distributed among the holders of shares of 7% Preferred Stock and any such other stock ratably in accordance with the respective amounts which would be payable on such shares of 7% Preferred Stock and any such other stock if all amounts payable thereon were paid in full. For the purposes hereof, neither the consolidation or merger of the Corporation with one or more corporations nor the sale, lease or transfer by the Corporation of all or any part of its assets shall be deemed a Liquidation. (b) Subject to which such the rights of holders of shares of any class or series of stock ranking on a parity with or senior to the 7% Preferred Stock in respect of the distribution of assets upon Liquidation, and after payment shall have been made in full to the holders of 7% Preferred Stock, as provided in this Section 5, but not prior thereto, any other class or series of stock ranking junior to the 7% Preferred Stock in respect of the distribution of assets upon Liquidation 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 all Parity the 7% Preferred Stock are entitledshall not be entitled to share therein. (c) Written notice of any Liquidation, no stating the payment date or dates when and the place or places where the amounts distributable in such distribution circumstances shall be made on account of any shares of any Parity Stock upon such dissolutionpayable, liquidation or winding up unless proportionate distributive amounts shall be paid on account given by first class mail, postage prepaid, not less than 15 days (to the extent practicable) prior to any payment date stated therein, to the holders of record of the shares 7% Preferred Stock at their respective addresses as the same shall appear on the books of this Series, ratably, in proportion to the full distributable amounts Corporation or any transfer agent for which holders of all Parity Stock are entitled upon such dissolution, liquidation or winding upthe 7% Preferred Stock.

Liquidation Rights. 5.1 Upon (a) In the event of any liquidation, dissolution or winding up of the Corporationaffairs of the Company, whether voluntary or involuntary, no distribution after payment or provision for payment of the debts and other liabilities and obligations of the Company, each holder of Series B Preferred Shares then outstanding shall be made entitled to be paid out of the net assets of the Company available for distribution to its shareholders prior and in preference to any payment or declaration and setting apart for payment of any amount in respect of the Common Shares, an amount equal to the sum of the following: (i) $7.13 per Series B Preferred Share held by such holder, and (ii) the fair market value, reasonably determined in good faith by the Board, of the evidences of indebtedness, assets and securities referred to in paragraph 5(e) hereof to which such holders would have been entitled to receive upon conversion of their Series B Preferred Shares (clauses (i) and (ii), collectively the "Series B Liquidation Preference"); if upon any liquidation, dissolution or winding up of the Company, whether voluntary or involuntary, the assets to be distributed to the holders of shares the Series A Preferred Shares and the Series B Preferred Shares shall be insufficient to permit the payment to such holders of Junior Stock the full aggregate amount of the Series A Liquidation Preference plus the Series B Liquidation Preference, then all of the net assets of the Company available for distribution to its shareholders shall be distributed ratably among the holders of the Series A Preferred Shares and the Series B Preferred Shares in proportion to the then applicable Series A Liquidation Preference with respect to each Series A Preferred Share and the then applicable Series B Liquidation Preference with respect to each Series B Preferred Share. (either b) Upon the completion of the distribution required by subparagraph (a), if assets of the Company remain to be distributed, each holder of Series B Preferred Shares shall be entitled to be paid out of the remaining assets of the Company, as and when distributed, pro rata with the holders of Common Shares on each Series B Preferred Share deemed to dividends or be outstanding. For purposes of the foregoing, the number of Series B Preferred Shares deemed to be outstanding with respect to each such holder shall be equal to the maximum number of Common Shares into which such holder's Series B Preferred Shares would then be convertible upon exercise of the Conversion Rights described in paragraph 5 of this Section II. (c) Written notice of any such liquidation, dissolution or winding up) unless, prior theretostating a payment date, the holders of shares of this Series place where such payment shall have received be made, an amount equal to the greater of (i) $.01 per whole share of this Series or (ii) an aggregate amount per share equal to the product estimate of the Formula Number then in effect multiplied net value that would be received by the aggregate amount each such holder if all such holders converted all of their Series B Preferred Shares immediately prior to be distributed per share to holders of Common Stock. 5.2 Neither the salesuch liquidation, exchange or other conveyance (for cash, shares of stock, securities or other consideration) of all or substantially all the property and assets of the Corporation nor the merger or consolidation of the Corporation into or with any other corporation, or the merger or consolidation of any other corporation into or with the Corporation, shall be deemed to be a dissolution, liquidation or winding up, voluntary or involuntary, for the purposes of this Section 5. 5.3 After the payment to the holders of the shares of this Series of full preferential amounts provided for in this Section 5, the holders of this Series as such shall have no right or claim to any of the remaining assets of the Corporation. 5.4 In the event the assets of the Corporation available for distribution to the holders of shares of this Series upon any dissolution, liquidation dissolution or winding up of the CorporationCompany, whether voluntary and containing a statement of or involuntaryreference to applicable conversion rights, shall be insufficient given by first class mail, postage prepaid, not less than 30 days prior to pay the payment day stated therein, to each holder of record of the Series B Preferred Shares at such holder's address as shown in full all amounts to which such holders and the holders records of all Parity Stock are entitledthe Company. (d) Whenever the distribution provided for in this paragraph 3 of this Section II shall be payable in property other than cash, no the value of such distribution shall be made on account the fair market value of any shares of any Parity Stock upon such dissolution, liquidation or winding up unless proportionate distributive amounts shall be paid on account of property as determined in good faith by the shares of this Series, ratably, in proportion to the full distributable amounts for which holders of all Parity Stock are entitled upon such dissolution, liquidation or winding upBoard.

Liquidation Rights. 5.1 Upon (a) In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Partnership (referred to herein sometimes as a “liquidation”), the holders of the Series C Preferred Units then outstanding shall be entitled to receive, out of the assets of the Partnership legally available for distribution to its Partners (after payment or provision for payment of all debts and other liabilities of the Partnership), a liquidation preference in cash of Twenty-five Dollars ($25.00) per Series C Preferred Unit, plus an amount equal to all accumulated and unpaid distributions (whether or not such distributions are authorized) to, but not including, the date of payment, before any distribution of assets is made to holders of Common Units or any other Partnership Units that rank junior to the Series C Preferred Units with respect to liquidation rights, upon the liquidation, dissolution or winding up of the CorporationPartnership. (b) If, whether upon any such voluntary or involuntary, no distribution shall be made to the holders of shares of Junior Stock (either as to dividends or upon involuntary liquidation, dissolution or winding upup of the Partnership, the assets of the Partnership are insufficient to make full payment to holders of Series C Preferred Units and to the corresponding amounts payable on all other Partnership Units ranking on a parity with the Series C Preferred Units as to liquidation rights, then the holders of the Series C Preferred Units and all other such Partnership Units shall share ratably in any such distribution of assets in proportion to the full liquidating distributions to which they would otherwise be respectively entitled. (c) unlessWritten notice of any such liquidation, dissolution or winding up of the Partnership, stating the payment date or dates when, and the place or places where, the amounts distributable in such circumstances shall be payable, shall be given by first class mail, postage pre-paid, not less than 30 nor more than 60 days prior theretoto the payment date stated therein, to each record holder of the Series C Preferred Units at the respective address of such holders as the same shall appear on the unit transfer records of the Partnership. (d) After payment of the full amount of the liquidating distributions to which the holders of Series C Preferred Units are entitled, the holders of shares of this Series shall have received an amount equal to the greater of (i) $.01 per whole share of this Series or (ii) an aggregate amount per share equal to the product of the Formula Number then in effect multiplied by the aggregate amount to be distributed per share to holders of Common Stock. 5.2 Neither the sale, exchange or other conveyance (for cash, shares of stock, securities or other consideration) of all or substantially all the property and assets of the Corporation nor the merger or consolidation of the Corporation into or with any other corporation, or the merger or consolidation of any other corporation into or with the Corporation, shall be deemed to be a dissolution, liquidation or winding up, voluntary or involuntary, for the purposes of this Section 5. 5.3 After the payment to the holders of the shares of this Series of full preferential amounts provided for in this Section 5, the holders of this Series as such shall C Preferred Units will have no right or claim to any of the remaining assets of the CorporationPartnership. 5.4 In the event the assets (e) None of a consolidation or merger of the Corporation available for distribution to Partnership with or into another entity, a merger of another entity with or into the holders Partnership, a statutory security exchange by the Partnership or a sale, lease, transfer or conveyance of shares all or substantially all of this Series upon any dissolutionthe Partnership’s property or business shall be considered a liquidation, liquidation dissolution or winding up of the Corporation, whether voluntary or involuntary, shall be insufficient to pay in full all amounts to which such holders and the holders of all Parity Stock are entitled, no such distribution shall be made on account of any shares of any Parity Stock upon such dissolution, liquidation or winding up unless proportionate distributive amounts shall be paid on account of the shares of this Series, ratably, in proportion to the full distributable amounts for which holders of all Parity Stock are entitled upon such dissolution, liquidation or winding upPartnership.

Liquidation Rights. 5.1 Upon (a) In the event of any liquidation, dissolution or winding up of the affairs of the Corporation, whether voluntary or involuntary, no distribution shall be made to the holders of shares of Junior Preferred Stock (either as to dividends or upon liquidation, dissolution or winding up) unless, prior thereto, the holders of shares of this Series shall have received an amount equal to the greater of (i) $.01 per whole share of this Series or (ii) an aggregate amount per share equal to the product of the Formula Number then in effect multiplied by the aggregate amount to be distributed per share to holders of Common Stock. 5.2 Neither the sale, exchange or other conveyance (for cash, shares of stock, securities or other consideration) of all or substantially all the property and assets of the Corporation nor the merger or consolidation of the Corporation into or with any other corporation, or the merger or consolidation of any other corporation into or with the Corporation, shall be deemed entitled to be a dissolution, liquidation or winding up, voluntary or involuntary, for the purposes receive out of this Section 5. 5.3 After the payment to the holders of the shares of this Series of full preferential amounts provided for in this Section 5, the holders of this Series as such shall have no right or claim to any of the remaining assets of the Corporation. 5.4 In the event the assets of the Corporation available for distribution to stockholders, after satisfying claims of creditors (including the holders of shares Notes) but before any distribution or payment shall be made in respect of this Series the Common Stock or any other stock of the Corporation ranking junior to the Preferred Stock as to liquidation payments, a liquidation distribution in the amount of $100,000 per share, plus an amount equal to all accumulated and unpaid dividends accrued to and including the date fixed for such distribution or payment (whether or not earned or declared by the Corporation, but excluding interest thereon), but such holders shall be entitled to no further participation in any distribution or payment in connection with any such liquidation, dissolution or winding up. (b) If, upon any dissolutionsuch liquidation, liquidation dissolution or winding up of the affairs of the Corporation, whether voluntary or involuntary, the assets of the Corporation available for distribution among the holders of all outstanding shares of Preferred Stock shall be insufficient to pay permit the payment in full all to such holders of the amounts to which they are entitled, then such holders and available assets shall be distributed among the holders of all Parity shares of Preferred Stock are entitled, no ratably in any such distribution of assets according to the respective amounts which would be payable on all such shares if all amounts thereon were paid in full. (c) Neither the consolidation or merger of the Corporation with or into any other corporation or corporations, nor the sale, lease, exchange or transfer by the Corporation of all or substantially all of its property and assets, shall be made on account of any shares of any Parity Stock upon such dissolutiondeemed to be a liquidation, liquidation dissolution or winding up unless proportionate distributive amounts shall be paid on account of the shares Corporation for purposes of this Series, ratably, in proportion to the full distributable amounts for which holders of all Parity Stock are entitled upon such dissolution, liquidation or winding upparagraph 4.

Liquidation Rights. 5.1 6.1 Upon the liquidationdissolution, dissolution liquidation or winding up of the Corporation, whether voluntary or involuntary, no distribution shall be made to the holders of shares of Junior Stock (either as to dividends or upon liquidation, dissolution or winding up) unless, prior thereto, the holders of shares of this Series shall have received be entitled to receive out of the assets of the Corporation available for distribution to stockholders, in preference to the holders of, and before any payment of distribution shall be made on, Junior Stock, the Liquidation Value in effect at such time, plus an amount equal to all accrued and unpaid dividends to the greater date of (i) final distribution. 6.2 The Liquidation Value shall initially be equal to $.01 50 per whole share of this Series D Stock. The Liquidation Value shall be subject to adjustment from time to time to appropriately give effect to any split or (ii) an aggregate amount per share equal to the product combination of the Formula Number then in effect multiplied by the aggregate amount to be distributed per share to holders shares of Common Stockthis Series. 5.2 6.3 Neither the sale, exchange or other conveyance (for cash, shares of stock, securities or other consideration) of all or substantially all the property and assets of the Corporation nor the merger or consolidation of the Corporation into or with any other corporation, or the merger or consolidation of any other corporation into or with the Corporation, shall be deemed to be a dissolution, liquidation or winding up, voluntary or involuntary, for the purposes of this Section 56. 5.3 6.4 After the payment to the holders of the shares of this Series of full preferential amounts provided for in this Section 56, the holders of this Series as such shall have no right or claim to any of the remaining assets of the Corporation. 5.4 6.5 In the event the assets of the Corporation available for distribution to the holders of shares of this Series upon any dissolution, liquidation or winding up of the Corporation, whether voluntary or involuntary, shall be insufficient to pay in full all amounts to which such holders and the holders of all Parity Stock are entitledentitled pursuant to Section 6.1, no such distribution shall be made on account of any shares of any Parity Stock upon such dissolution, liquidation or winding up unless proportionate distributive amounts shall be paid on account of the shares of this Series, ratably, in proportion to the full distributable amounts for which holders of all Parity Stock are entitled upon such dissolution, liquidation or winding up.

Liquidation Rights. 5.1 (a) Upon the any liquidation, dissolution dissolution, or winding up of the CorporationCompany, whether voluntary or involuntary, no before any distribution or payment shall be made to the holders of shares of any Junior Stock (either as to dividends or upon liquidation, dissolution or winding up) unless, prior theretoStock, the holders of shares Series Preferred shall be entitled to be paid out of this Series shall have received the assets of the Company an amount per share of Series Preferred equal to the greater of Original Issue Price plus all declared and unpaid dividends on the Series Preferred (ias adjusted for any stock dividends, combinations, splits, recapitalizations and the like with respect to such shares) $.01 per whole for each share of Series 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 Preferred of the liquidation preference set forth in this Section 3(a), then such assets shall be distributed among the holders of Series or Preferred at the time outstanding, ratably in proportion to the full amounts to which they would otherwise be respectively entitled. (iib) After the payment of the full liquidation preference of the Series Preferred as set forth in Section 3(a) above, the assets of the Company legally available for distribution, if any, shall be distributed ratably to the holders of the Common Stock and Series Preferred on an as-if-converted to Common Stock basis until such time as the holders of Series Preferred have received pursuant to Section 3(a) above and this Section 3(b) in aggregate an amount per share of Series Preferred equal to three (3) times the product Original Issue Price (as adjusted for any stock, dividends, combinations, splits, recapitalizations and the like with respect to such shares); thereafter the remaining assets of the Formula Number then in effect multiplied by the aggregate amount to Company legally available for distribution, if any, shall be distributed per share ratably to the holders of the Common Stock. 5.2 Neither (c) The following events shall be considered a liquidation under this Section: (i) any consolidation or merger of the Company with or into any other corporation or other entity or person, or any other corporate reorganization, in which the stockholders of the Company immediately prior to such consolidation, merger or reorganization, own 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 fifty percent (50%) of the Company's voting power is transferred, excluding any consolidation or merger effected exclusively to change the domicile of the Company (an "Acquisition"); or (ii) a sale, exchange lease or other conveyance (for cash, shares of stock, securities or other consideration) disposition of all or substantially all of the property and assets of the Corporation nor Company (an "Asset Transfer"). (iii) In any of such events, if the merger consideration received by this corporation is other than cash, its value will be deemed its fair market value as determined in good faith by the Board of Directors. Any securities shall be valued as follows: (A) Securities not subject to investment letter or consolidation of other similar restrictions on free marketability covered by (B) below: (1) If traded on a securities exchange or through the Corporation into or with any other corporationNasdaq National Market, or the merger or consolidation of any other corporation into or with the Corporation, value shall be deemed to be a dissolutionthe 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, liquidation the value shall be deemed to be the average of the closing bid or winding upsale 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 5Directors. 5.3 After the payment (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 shares of this Series of full preferential amounts provided for in this Section 5, the holders of this Series a shareholder's status as such shall have no right an affiliate or claim to any of the remaining assets of the Corporation. 5.4 In the event the assets of the Corporation available for distribution to the holders of shares of this Series upon any dissolution, liquidation or winding up of the Corporation, 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 and reflect the holders approximate fair market value thereof, as determined by the Board of all Parity Stock are entitled, no such distribution shall be made on account of any shares of any Parity Stock upon such dissolution, liquidation or winding up unless proportionate distributive amounts shall be paid on account of the shares of this Series, ratably, in proportion to the full distributable amounts for which holders of all Parity Stock are entitled upon such dissolution, liquidation or winding upDirectors.

Liquidation Rights. 5.1 Upon (a) If the liquidationCorporation shall be voluntarily or involuntarily liquidated, dissolution dissolved or winding wound up at any time when any of the Corporation, whether voluntary or involuntary, no distribution Convertible Preferred Stock shall be made to the holders of shares of Junior Stock (either as to dividends or upon liquidation, dissolution or winding up) unless, prior theretooutstanding, the holders of shares of this Series the then outstanding Convertible Preferred Stock shall have received an amount equal to a preference against the greater of assets (i) $.01 per whole share of this Series or (ii) an aggregate amount per share equal to the product of the Formula Number then in effect multiplied by the aggregate amount to be distributed per share to holders of Common Stock. 5.2 Neither the sale, exchange or other conveyance (for including cash, shares of stock, securities or other considerationand property) of all or substantially all the property and assets of the Corporation nor the merger or consolidation of the Corporation into or with any other corporation, or the merger or consolidation of any other corporation into or with the Corporation, shall be deemed to be a dissolution, liquidation or winding up, voluntary or involuntary, for the purposes of this Section 5. 5.3 After the payment to the holders of the shares of this Series of full preferential amounts provided for in this Section 5, the holders of this Series as such shall have no right or claim to any of the remaining assets of the Corporation. 5.4 In the event the assets of the Corporation available for distribution to the holders of the Common Stock equal to the sum of (i) $4.26 per share and (ii) an amount equal to all declared but unpaid dividends (the "Preference Amount"); provided, however, that any reduction of the authorized or issued shares of the stock of the Corporation of any class, whether now or hereafter authorized, shall not be deemed to be a liquidation of the Corporation within the meaning of any of the provisions of this Series Section 3; and provided, further, however, that a liquidation for the purposes of this Section shall not be deemed to occur if: (a) the consolidation or merger of the Corporation into or with any corporation or corporations wherein the holders of the Convertible Preferred Stock are to receive preferred securities of the merged or consolidated entity having substantially similar rights, preferences and protections as those of the Convertible Preferred Stock (as contemplated herein); (b) the merger of the Corporation with another corporation in which the Corporation is the surviving corporation and which does not result in any reclassification or change -- other than a change in par value, or from par value to no par value or from no par value to par value, or as a result of a subdivision or combination -- of outstanding shares of the Corporation's Common Stock; or (c) the transfer, assignment or contribution of the Corporation's assets in connection with, or the creation of, any joint venture or limited liability entity in exchange for an equity interest shall not be deemed to be a liquidation for the purposes of this Section. (b) All of the Preference Amount to be paid to the holders of Convertible Preferred Stock as provided in this Section 3 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 property of the Corporation to, the holders of any Common Stock, whether now or hereafter authorized, in connection with such liquidation, dissolution or winding up. (c) Following the full payment of the Preference Amount, the holders of the Convertible Preferred Stock shall thereafter receive, upon any dissolution, the liquidation or winding up dissolution of the Corporation, whether voluntary or involuntary, shall be insufficient to pay in full all amounts to which such holders at the same time and on the same terms as the holders of all Parity the Common Stock receive, a portion of the remaining assets of the Corporation which are entitled, no distributable to the holders of the Common Stock equal to an amount which would have been distributed if the Convertible Preferred Stock had been converted into Common Stock immediately prior to the date of such distribution shall be made on account of any shares of any Parity Stock upon such dissolution, liquidation or winding up unless proportionate distributive amounts shall be paid on account of the shares of this Series, ratably, in proportion to the full distributable amounts for which holders of all Parity Stock are entitled upon such dissolution, liquidation or winding up.

Liquidation Rights. 5.1 Upon (a) In the event of any liquidation, dissolution or winding up of the CorporationCompany, whether voluntary or involuntary, no before any dividend payment or distribution of the assets of the Company (whether capital or surplus) shall be made or set apart for payment to the holders of shares Junior Shares, the holders of Junior Stock the Series A Preferred Shares shall be entitled to receive $25.00 per Series A Preferred Share plus an amount equal to all dividends (either as whether or not earned or declared) accrued and unpaid thereon to dividends or the date of final distribution to such holders; but such holders shall not be entitled to any further payment. If, upon any liquidation, dissolution or winding up) unlessup of the Company, prior theretothe assets of the Company, or proceeds thereof, distributable among the holders of the Series A Preferred Shares shall be insufficient to pay in full the preferential amount aforesaid and liquidating payments on any shares of any class or series of Parity Shares, then such assets, or the proceeds thereof, shall be distributed among the holders of Series A Preferred Shares and any such Parity Shares ratably in accordance with the respective amounts that would be payable on such Series A Preferred Shares and any such Parity Shares if all amounts payable thereon were paid in full. For the purposes of this Series shall have received an amount equal to the greater of Section 4, (i) $.01 per whole share a consolidation, amalgamation or merger of this Series the Company with one or more corporations or other entities, (ii) an aggregate amount per share equal to the product of the Formula Number then in effect multiplied by the aggregate amount to be distributed per share to holders of Common Stock. 5.2 Neither the a sale, exchange lease or other conveyance (for cash, shares of stock, securities or other consideration) of all or substantially all of the shares of capital stock or the property and assets or business of the Corporation nor the merger Company or consolidation of the Corporation into or with any other corporation, or the merger or consolidation of any other corporation into or with the Corporation, (iii) a statutory share exchange shall not be deemed to be a dissolutionliquidation, liquidation dissolution or winding up, voluntary or involuntary, for of the purposes of this Section 5Company. 5.3 After (b) Subject to the rights of the holders of shares of any series or class or classes of shares of the Company's stock ranking on a parity with or prior to the Series A Preferred Shares upon liquidation, dissolution or winding up, upon any liquidation, dissolution or winding up of the Company, after payment shall have been made in full to the holders of the shares of this Series of full preferential amounts A Preferred Shares, as provided for in this Section 5, the holders of this Series as such shall have no right or claim to any of the remaining assets of the Corporation. 5.4 In the event the assets of the Corporation available for distribution to the holders of shares of this Series upon any dissolution, liquidation or winding up of the Corporation, whether voluntary or involuntary, shall be insufficient to pay in full all amounts to which such holders and the holders of all Parity Stock are entitled, no such distribution shall be made on account of any shares of any Parity Stock upon such dissolution, liquidation or winding up unless proportionate distributive amounts shall be paid on account of the shares of this Series, ratably, in proportion to the full distributable amounts for which holders of all Parity Stock are entitled upon such dissolution, liquidation or winding up.this

Liquidation Rights. 5.1 (a) Upon the liquidationdissolution, dissolution liquidation or winding up of the affairs of the Corporation, whether voluntary or involuntary, the holders of ATP then Outstanding, together with holders of shares of any class of stock ranking on a parity with the ATP upon dissolution, liquidation or winding up, shall be entitled to receive and to be paid out of the assets of the Corporation available for distribution to its stockholders after satisfaction of claims of creditors of the Corporation an amount equal to the liquidation preference with respect to such shares. The liquidation preference for shares of ATP shall be $50,000 per share, plus an amount equal to all accumulated dividends thereon (whether or not earned or declared) to the date payment of such distribution is made in full or a sum sufficient for the payment thereof is set apart with the Paying Agent. No redemption premium shall be paid upon any liquidation even if such redemption premium would be paid upon optional or mandatory redemption of the relevant shares. (b) Upon the dissolution, liquidation or winding up of the Corporation, whether voluntary or involuntary, until payment in full is made to the holders of ATP of the liquidation distribution to which they are entitled, no dividend or other distribution shall be made to the holders of shares of Junior Common Stock or any other class of stock of the Corporation ranking junior to the ATP upon dissolution, liquidation or winding up and no purchase, redemption or other acquisition for any consideration by the Corporation shall be made in respect of the shares of Common Stock or any other class of stock of the Corporation ranking junior to the ATP upon dissolution, liquidation or winding up. (either as c) A consolidation or merger of the Corporation with or into any other company or companies, or a sale, lease or exchange of all or substantially all of the assets of the Corporation in consideration for the issuance of equity securities of another company shall not be deemed to dividends or upon be a liquidation, dissolution or winding up) unless, prior thereto, the holders of shares of this Series shall have received an amount equal to the greater of (i) $.01 per whole share of this Series or (ii) an aggregate amount per share equal to the product of the Formula Number then in effect multiplied by the aggregate amount to be distributed per share to holders of Common Stock. 5.2 Neither the sale, exchange or other conveyance (for cash, shares of stock, securities or other consideration) of all or substantially all the property and assets of the Corporation nor the merger or consolidation of the Corporation into or with any other corporation, or the merger or consolidation of any other corporation into or with the Corporation, shall be deemed to be a dissolution, liquidation or winding up, whether voluntary or involuntary, for the purposes of this Section 57; provided, however, that the consolidation, merger, sale, lease or exchange does not materially adversely affect any designation, right, preference or limitation of the ATP or any shares issuable in exchange for shares of the ATP in any such consolidation or merger. 5.3 (d) After the payment to the holders Holders of ATP of the shares of this Series of full preferential amounts provided for in this Section 57, the holders of this Series ATP as such shall have no right or claim to any of the remaining assets of the Corporation. 5.4 (e) In the event the assets of the Corporation or proceeds thereof available for distribution to the holders Holders of shares of this Series ATP, upon any dissolution, liquidation or winding up of the affairs of the Corporation, whether voluntary or involuntary, shall be insufficient to pay in full all amounts to which such holders and the holders are entitled pursuant to paragraph (a) of all Parity Stock are entitledthis Section 7, no such distribution shall be made on account of any shares of any Parity other class or series of Preferred Stock ranking on a parity with the ATP with respect to the distribution of assets upon such dissolution, liquidation or winding up unless proportionate distributive amounts shall be paid on account of the shares of this SeriesATP, ratably, in proportion to the full distributable amounts for to which holders of all Parity Stock such parity shares are respectively entitled upon such dissolution, liquidation or winding up. (f) Subject to the rights of the holders of shares of any series or class or classes of stock ranking on a parity with the ATP with respect to the distribution of assets upon dissolution, liquidation or winding up of the affairs of the Corporation, after payment shall have been made in full to the holders of the shares of ATP as provided in paragraph (a) of this Section 7, but not prior thereto, any other series or class or classes of stock ranking junior to the ATP with respect to the distribution of assets upon dissolution, liquidation or winding up of the affairs of the Corporation shall, subject to any 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 shares of ATP shall not be entitled to share therein.

Liquidation Rights. 5.1 Upon (a) In the event of any liquidation, dissolution or winding up of the Corporationaffairs of the Company, whether voluntary or involuntary, no distribution after payment or provision for payment of the debts and other liabilities and obligations of the Company, each holder of Series A Preferred Shares then outstanding shall be made entitled to be paid out of the net assets of the Company available for distribution to its shareholders prior and in preference to any payment or declaration and setting apart for payment of any amount in respect of the Common Shares, an amount equal to the sum of the following: (i) $1.95 per Series A Preferred Share held by such holder, (ii) an amount equal to all accrued and unpaid dividends thereon, whether or not earned or declared, to and including the date full payment shall be tendered to the holders of shares of Junior Stock (either as the Series A Preferred Share with respect to dividends or upon such liquidation, dissolution or winding up, and (iii) unlessthe fair market value, prior theretoreasonably determined in good faith by the Board, of the holders evidences of shares indebtedness, assets and securities referred to in paragraph 5(f) of this Section I to which such holders would have been entitled to receive upon conversion of their Series shall have received an amount equal to the greater of A Preferred Shares (clauses (i) $.01 per whole share of this through (iii), collectively the "Series A Liquidation Preference"); if upon any liquidation, dissolution or (ii) an aggregate amount per share equal to the product winding up of the Formula Number then in effect multiplied by the aggregate amount to be distributed per share to holders of Common Stock. 5.2 Neither the saleCompany, exchange or other conveyance (for cash, shares of stock, securities or other consideration) of all or substantially all the property and assets of the Corporation nor the merger or consolidation of the Corporation into or with any other corporation, or the merger or consolidation of any other corporation into or with the Corporation, shall be deemed to be a dissolution, liquidation or winding up, whether voluntary or involuntary, for the purposes of this Section 5. 5.3 After the payment assets to be distributed to the holders of the shares Series A Preferred Shares and the Series B Preferred Shares shall be insufficient to permit the payment to such holders of this the full aggregate amount of the Series A Liquidation Preference plus the Series B Liquidation Preference (as defined below), then all of full preferential amounts provided the net assets of the Company available for in this Section 5, distribution to its shareholders shall be distributed ratably among the holders of this the Series as such A Preferred Shares and the Series B Preferred Shares in proportion to the then applicable Series A Liquidation Preference with respect to each Series A Preferred Share and the then applicable Series B Liquidation Preference with respect to each Series B Preferred Share. (b) Upon the completion of the distribution required by subparagraph (a), if assets of the Company remain to be distributed, each holder of Series A Preferred Shares shall have no right or claim be entitled to any be paid out of the remaining assets of the Corporation. 5.4 In the event the assets of the Corporation available for distribution to Company, as and when distributed, pro rata with the holders of shares Common Shares on each Series A Preferred Share deemed to be outstanding. For purposes of the foregoing, the number of Series A Preferred Shares deemed to be outstanding with respect to each such holder shall be equal to the maximum number of Common Shares into which such holder's Series A Preferred Shares would then be convertible upon exercise of the Conversion Rights described in paragraph 5 of this Section I. (c) Written notice of any such liquidation, dissolution or winding up, stating a payment date, the place where such payment shall be made, an estimate of the net value that would be received by each such holder if all such holders converted all of their Series upon any dissolutionA Preferred Shares immediately prior to such liquidation, liquidation dissolution or winding up of the CorporationCompany, whether voluntary and containing a statement of or involuntaryreference to applicable conversion rights, shall be insufficient given by first class mail, postage prepaid, not less than 30 days prior to pay the payment day stated therein, to each holder of record of the Series A Preferred Shares at such holder's address as shown in full all amounts to which such holders and the holders records of all Parity Stock are entitledthe Company. (d) Whenever the distribution provided for in this paragraph 3 of this Section I shall be payable in property other than cash, no the value of such distribution shall be made on account the fair market value of any shares of any Parity Stock upon such dissolution, liquidation or winding up unless proportionate distributive amounts shall be paid on account of property as determined in good faith by the shares of this Series, ratably, in proportion to the full distributable amounts for which holders of all Parity Stock are entitled upon such dissolution, liquidation or winding upBoard.

Liquidation Rights. 5.1 Upon In case of the voluntary or involuntary liquidation, dissolution or winding winding-up of the CorporationCompany, whether voluntary holders of shares of the Series A Convertible Preferred Stock are entitled to receive a per share liquidation preference equal to the Valuation Price, plus all accrued and unpaid dividends, before any payment or involuntary, no distribution shall be is made to the holders of shares Common Stock or any other series or class of Junior Stock (either the Company's stock hereafter issued which ranks junior as to dividends or upon liquidation, dissolution or winding up) unless, prior thereto, the holders of shares of this Series shall have received an amount equal liquidation rights to the greater of (i) $.01 per whole share of this Series A Convertible Preferred Stock. A consolidation or (ii) an aggregate amount per share equal to the product merger of the Formula Number then in effect multiplied by the aggregate amount to be distributed per share to holders of Common Stock. 5.2 Neither the sale, exchange or other conveyance (for cash, shares of stock, securities or other consideration) of all or substantially all the property and assets of the Corporation nor the merger or consolidation of the Corporation into or Company with any other corporation, or the merger or consolidation of any other another corporation into or with the Corporation, shall will be deemed to be a dissolutionliquidation, dissolution or winding-up of the Company unless the Company is the surviving corporation and its shareholders immediately prior to the consolidation or merger are the holders of at least fifty-one percent (51%) of the voting equity of the surviving corporation immediately after the consolidation or merger. A sale or transfer of all or part of the Company’s assets for cash, securities or other property will not be considered a liquidation, dissolution or winding-up of the Company. To the extent any payment or distribution is insufficient to pay the entire liquidation or winding uppreference on all outstanding shares of Series A Convertible Preferred Stock, voluntary or involuntary, for the purposes of this Section 5. 5.3 After the payment to shall be apportioned pro rata among the holders of the shares of this Series of full preferential amounts provided for in this Section 5A Convertible Preferred Stock. BE IT RESOLVED FURTHER, that the holders of this Series as such shall have no right or claim to any Secretary of the remaining assets Company is hereby authorized and directed to prepare, execute, verify and file, in the office of the Corporation. 5.4 In Nevada Secretary of State, a Certificate of Designation in accordance with this resolution as required by law. BE IT FURTHER RESOLVED that the event the assets appropriate officers of the Corporation available for distribution Company be, and each of them hereby is, authorized, empowered and directed by, for, on behalf of the Company to do or cause to be done all acts and things to make all payments, and to execute and deliver all such agreements, documents, assignment, instruments of transfer and certificates, as may be necessary, or in the opinion of the officers acting on behalf of the Company, appropriate to effectuate the intent of, or the transactions contemplated by the foregoing resolution, and effect performance by the Company of its obligations the execution thereof by such officers to be conclusive evidence that the same were authorized hereby. BE IT FURTHER RESOLVED, that any other actions taken by such officers prior to the holders of shares of this Series upon any dissolution, liquidation or winding up date of the Corporationforegoing resolution adopted hereby that are within the authority conferred thereby are hereby ratified, whether voluntary or involuntary, shall be insufficient to pay in full all amounts to which such holders confirmed and approved as the holders of all Parity Stock are entitled, no such distribution shall be made on account of any shares of any Parity Stock upon such dissolution, liquidation or winding up unless proportionate distributive amounts shall be paid on account acts and deeds of the shares of this SeriesCompany. By: /s/ Jxxx Xxxxxxx Date: September 9, ratably2015 Jxxx Xxxxxxx, in proportion to the full distributable amounts for which holders of all Parity Stock are entitled upon such dissolutionPresident/Secretary This Agreement, liquidation or winding updated September 3, 2015, is entered into by and among TBC Global News Network, Inc., a Nevada corporation (“Licensee”), Navy Duck, LLC, a Florida limited liability company (“Navy Duck”), Ocean Red, LLC, a Florida limited liability company (“Ocean Red”) and Purple Pxxxxxx.xxx, Inc., a Florida corporation (“Purple Penguin”, and Navy Duck, Ocean Red and Purple Penguin together being “Licensors”).

Liquidation Rights. 5.1 (a) Upon the any liquidation, dissolution dissolution, or winding up of the Corporation, whether voluntary or involuntary, no before any distribution or payment shall be made to the holders of shares of any Junior Stock (either as to dividends or upon liquidation, dissolution or winding up) unless, prior theretoStock, the holders of shares the respective Series Preferred shall be entitled to be paid out of this Series shall have received the assets of the Corporation an amount per share of Series Preferred equal to the greater applicable Original Issue Price for the respective Series Preferred plus all declared and unpaid dividends on such shares of Preferred Stock (as adjusted for any stock dividends, combinations, splits, recapitalizations and the like with respect to such shares) for each share of Series Preferred held by them. If, upon any such liquidation, dissolution, or winding up, the assets of the Corporation shall be insufficient to make payment in full to all holders of Series Preferred of the liquidation preference set forth in this Section 3(a), then such assets shall be distributed among the holders of the respective Series Preferred at the time outstanding, ratably in proportion to the full amounts to which they would otherwise be respectively entitled. (b) After payment of the full liquidation preference of the Series Preferred as set forth in Section 3(a) above, any remaining assets of the Corporation legally available for distribution, if any, shall be distributed ratably to the holders of the Common Stock and the Series Preferred on the basis of Common Stock equivalents. (c) The following events shall be considered a liquidation under this Section 3: (i) $.01 per whole share any consolidation or merger of this Series the Corporation with or into any other corporation or other entity or person, or any other corporate reorganization, in which the shareholders of the Corporation immediately prior to such consolidation, merger or reorganization, own less than 50% of the Corporation's voting power immediately after such consolidation, merger or reorganization, or any transaction or series of related transactions to which the Corporation is a party in which in excess of fifty percent (50%) of the Corporation's voting power is transferred (an "Acquisition"), excluding any consolidation or merger effected exclusively to change the domicile of the Corporation; (ii) an aggregate amount per share equal to the product of the Formula Number then in effect multiplied by the aggregate amount to be distributed per share to holders of Common Stock. 5.2 Neither the a sale, exchange lease, pledge, license or other conveyance (for cash, shares of stock, securities or other consideration) disposition of all or substantially all of the property and assets of the Corporation nor (an "Asset Transfer"); (iii) in any of such events, if the merger consideration received by this Corporation is other than cash, its value will be deemed its fair market value as determined in good faith by the Board of Directors. Any securities shall be valued as follows: (A) Securities not subject to investment letter or consolidation of other similar restrictions on free marketability covered by clause (B) immediately below: (1) If traded on a securities exchange or through the Corporation into or with any other corporationNasdaq National Market, or the merger or consolidation of any other corporation into or with the Corporation, value shall be deemed to be a dissolutionthe 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, liquidation the value shall be deemed to be the average of the closing bid or winding upsale 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 5Directors. 5.3 After the payment (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 shares of this Series of full preferential amounts provided for in this Section 5, the holders of this Series a shareholder's status as such shall have no right an affiliate or claim to any of the remaining assets of the Corporation. 5.4 In the event the assets of the Corporation available for distribution to the holders of shares of this Series upon any dissolution, liquidation or winding up of the Corporation, 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 and reflect the holders approximate fair market value thereof, as determined by the Board of all Parity Stock are entitled, no such distribution shall be made on account of any shares of any Parity Stock upon such dissolution, liquidation or winding up unless proportionate distributive amounts shall be paid on account of the shares of this Series, ratably, in proportion to the full distributable amounts for which holders of all Parity Stock are entitled upon such dissolution, liquidation or winding upDirectors.

Liquidation Rights. 5.1 Upon In the liquidation, dissolution or winding up event of the Liquidation of the Corporation, whether voluntary or involuntary, no distribution the holders of the Series E Preferred Stock shall be entitled to have paid to them out of the assets of the Corporation, before any distribution is made to or set apart for the holders of Common Stock or of any other class or series of stock of the Corporation ranking junior to the Series E Preferred Stock in respect of distribution of assets upon Liquidation, an amount equal to $10. 00 per share (the " Stated Amount"), plus unpaid dividends and Shared Distributions which have accrued but have not been paid on or prior to the date of final distribution to holders of the Series E Preferred Stock, and no more. The liquidation payment with respect to each outstanding fractional share of the Series E Preferred Stock shall be equal to a ratably proportionate amount of the liquidation payment with respect to each outstanding share of the Series E Preferred Stock. If upon any Liquidation of the Corporation the assets of the Corporation or proceeds thereof distributable among the holders of shares of Junior the Series E Preferred Stock (either as to dividends or upon liquidation, dissolution or winding up) unless, prior thereto, and the holders of any stock on a parity with the Series E Preferred Stock shall be insufficient to pay in full the preferential amounts payable to such holders, then such assets or the proceeds thereof shall be distributed among such holders ratably in accordance with the respective amounts that would be payable on such shares if all amounts payable thereon were paid in full. For purposes of this Series shall have received an amount equal to Section 4, the greater of (i) $.01 per whole share of this Series or (ii) an aggregate amount per share equal to the product of the Formula Number then in effect multiplied by the aggregate amount to be distributed per share to holders of Common Stock. 5.2 Neither the voluntary sale, lease, exchange or other conveyance transfer (for cash, shares of stock, securities or other consideration) of all or substantially all of the property and or assets of the Corporation nor the to, or a consolidation or merger or consolidation of the Corporation into with, one or with any other corporation, or the merger or consolidation of any other corporation into or with the Corporation, more corporations shall not be deemed to be a dissolution, liquidation or winding up, voluntary or involuntary, for the purposes of this Section 5Liquidation. 5.3 After the payment to the holders of the shares of this Series of full preferential amounts provided for in this Section 5, the holders of this Series as such shall have no right or claim to any of the remaining assets of the Corporation. 5.4 In the event the assets of the Corporation available for distribution to the holders of shares of this Series upon any dissolution, liquidation or winding up of the Corporation, whether voluntary or involuntary, shall be insufficient to pay in full all amounts to which such holders and the holders of all Parity Stock are entitled, no such distribution shall be made on account of any shares of any Parity Stock upon such dissolution, liquidation or winding up unless proportionate distributive amounts shall be paid on account of the shares of this Series, ratably, in proportion to the full distributable amounts for which holders of all Parity Stock are entitled upon such dissolution, liquidation or winding up.

Liquidation Rights. 5.1 (a) Upon the liquidationvoluntary or involuntary dissolution, dissolution liquidation or winding up of the CorporationCompany, whether voluntary the holders of the Series A Preferred Stock shall be entitled to receive and to be paid out of the assets of the Company available for distribution to its stockholders, before any payment or involuntary, no distribution shall be made on the Common Stock or on any other Junior Stock the liquidation preference of $1,000 per share of Series A Preferred Stock, plus any declared and unpaid dividends for the then-current Dividend Period, without accumulation of any undeclared dividends. (b) If in any distribution described in Section 5(a) above the assets of the Company or proceeds thereof are not sufficient to pay the Liquidation Preferences (as defined below) in full to all holders of the Series A Preferred Stock and all holders of any Parity Stock, the amounts paid to the holders of the Series A Preferred Stock and to the holders of all such other Parity Stock shall be paid pro rata in accordance with the respective aggregate Liquidation Preferences of the holders of the Series A Preferred Stock and the holders of all such other Parity Stock. In any such distribution, the "Liquidation Preference" of any holder of Series A Preferred Stock or Parity Stock shall mean the amount otherwise payable to such holder in such distribution, including any declared but unpaid dividends (and, in the case of any holder of shares other than Series A Preferred Stock and on which dividends accrue on a cumulative basis, an amount equal to any unpaid, accrued cumulative dividends, whether or not declared, as applicable). (c) If the Liquidation Preference has been paid in full to all holders of Junior Stock (either as to dividends or upon liquidation, dissolution or winding up) unless, prior theretothe Series A Preferred Stock, the holders of other shares of this the Company shall be entitled to receive all remaining assets of the Company according to their respective rights and preferences and the holders of the Series A Preferred Stock as such shall have received an amount equal no right or claim to the greater of (i) $.01 per whole share of this Series or (ii) an aggregate amount per share equal to the product any of the Formula Number then in effect multiplied by remaining assets of the aggregate amount to be distributed per share to holders of Common StockCompany. 5.2 (d) Neither the sale, exchange lease, exchange, transfer or other conveyance (for cash, shares of stock, securities or other consideration) of all or substantially all of the property and assets of the Corporation Company for cash, securities or other property, nor the merger or consolidation of the Corporation Company into or with any other corporation, corporation or the merger or consolidation of any other corporation into or with the CorporationCompany, shall be deemed to be a dissolution, liquidation or winding up, voluntary or involuntary, for the purposes of this Section 58. 5.3 After the payment to the holders of the shares of this Series of full preferential amounts provided for in this Section 5, the holders of this Series as such shall have no right or claim to any of the remaining assets of the Corporation. 5.4 In the event the assets of the Corporation available for distribution to the holders of shares of this Series upon any dissolution, liquidation or winding up of the Corporation, whether voluntary or involuntary, shall be insufficient to pay in full all amounts to which such holders and the holders of all Parity Stock are entitled, no such distribution shall be made on account of any shares of any Parity Stock upon such dissolution, liquidation or winding up unless proportionate distributive amounts shall be paid on account of the shares of this Series, ratably, in proportion to the full distributable amounts for which holders of all Parity Stock are entitled upon such dissolution, liquidation or winding up.

Liquidation Rights. 5.1 Upon In the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation, then, before any distribution or payment shall be made to the holders of any Junior Stock, the holders of shares of Series F shall be entitled to be paid in full an amount equal to $0.01 per share, together with all accrued dividends to such distribution or payment date whether or not earned or declared (the “Liquidation Value”). The Series F and the Parity Preferred shall rank on a parity as to the receipt of the respective preferential Liquidation Values for each such series upon the occurrence of such event. If, upon the occurrence of such event, the assets and funds thus distributed among the holders of the Series F and the Parity Preferred shall be insufficient to permit the payment to such holders of the full preferential Liquidation Values payable with respect thereto, then the entire assets and funds of the Corporation legally available for distribution shall be distributed ratably among the holders of the Series F and Parity Preferred in proportion to the preferential amount each such holder is otherwise entitled to receive. If the Liquidation Value shall have been paid in full to all holders of shares of Series F and the Parity Preferred, the remaining assets of the Corporation shall be distributed among the holders of Series F, on an “if converted” basis, and Junior Stock, according to their respective rights and preferences and in each case according to their respective numbers of shares. For the purposes of this Section 4, the consolidation or merger of the Corporation with any other corporation shall not be deemed to constitute a liquidation, dissolution or winding up of the Corporation, whether voluntary or involuntary, no distribution shall be made to the holders of shares of Junior Stock (either as to dividends or upon liquidation, dissolution or winding up) unless, prior thereto, the holders of shares of this Series shall have received an amount equal to the greater of (i) $.01 per whole share of this Series or (ii) an aggregate amount per share equal to the product of the Formula Number then in effect multiplied by the aggregate amount to be distributed per share to holders of Common Stock. 5.2 Neither the sale, exchange or other conveyance (for cash, shares of stock, securities or other consideration) of all or substantially all the property and assets of the Corporation nor the merger or consolidation of the Corporation into or with any other corporation, or the merger or consolidation of any other corporation into or with the Corporation, shall be deemed to be a dissolution, liquidation or winding up, voluntary or involuntary, for the purposes of this Section 5. 5.3 After the payment to the holders of the shares of this Series of full preferential amounts provided for in this Section 5, the holders of this Series as such shall have no right or claim to any of the remaining assets of the Corporation. 5.4 In the event the assets of the Corporation available for distribution to the holders of shares of this Series upon any dissolution, liquidation or winding up of the Corporation, whether voluntary or involuntary, shall be insufficient to pay in full all amounts to which such holders and the holders of all Parity Stock are entitled, no such distribution shall be made on account of any shares of any Parity Stock upon such dissolution, liquidation or winding up unless proportionate distributive amounts shall be paid on account of the shares of this Series, ratably, in proportion to the full distributable amounts for which holders of all Parity Stock are entitled upon such dissolution, liquidation or winding up.

Liquidation Rights. 5.1 Upon (a) In the event of any liquidation, dissolution or winding up of the CorporationCompany, whether voluntary or involuntary, no before any dividend payment or distribution of the assets of the Company (whether capital or surplus) shall be made or set apart for payment to the holders of shares Junior Shares, the holders of Junior Stock the Series A Preferred Shares shall be entitled to receive $25.00 per Series A Preferred Share plus an amount equal to all dividends (either as whether or not earned or declared) accrued and unpaid thereon to dividends or the date of final distribution to such holders; but such holders shall not be entitled to any further payment. If, upon any liquidation, dissolution or winding up) unlessup of the Company, prior theretothe assets of the Company, or proceeds thereof, distributable among the holders of the Series A Preferred Shares shall be insufficient to pay in full the preferential amount aforesaid and liquidating payments on any shares of any class or series of Parity Shares, then such assets, or the proceeds thereof, shall be distributed among the holders of Series A Preferred Shares and any such Parity Shares ratably in accordance with the respective amounts that would be payable on such Series A Preferred Shares and any such Parity Shares if all amounts payable thereon were paid in full. For the purposes of this Series shall have received an amount equal to the greater of Section 4, (i) $.01 per whole share a consolidation, amalgamation or merger of this Series the Company with one or more corporations or other entities, (ii) an aggregate amount per share equal to the product of the Formula Number then in effect multiplied by the aggregate amount to be distributed per share to holders of Common Stock. 5.2 Neither the a sale, exchange lease or other conveyance (for cash, shares of stock, securities or other consideration) of all or substantially all of the shares of capital stock or the property and assets or business of the Corporation nor the merger Company or consolidation of the Corporation into or with any other corporation, or the merger or consolidation of any other corporation into or with the Corporation, (iii) a statutory share exchange shall not be deemed to be a dissolutionliquidation, liquidation dissolution or winding up, voluntary or involuntary, for of the purposes of this Section 5Company. 5.3 After (b) Subject to the rights of the holders of shares of any series or class or classes of shares of the Company's stock ranking on a parity with or prior to the Series A Preferred Shares upon liquidation, dissolution or winding up, upon any liquidation, dissolution or winding up of the Company, after payment shall have been made in full to the holders of the shares of this Series of full preferential amounts A Preferred Shares, as provided for in this Section 54, the holders any other series or class or classes of this Series as such shall have no right or claim to any of the remaining assets of the Corporation. 5.4 In the event the assets of the Corporation available for distribution Junior Shares shall, subject to the holders respective terms and provisions (if any) applying thereto, be entitled to receive any and all assets remaining to be paid or distributed, according to their respective numbers of shares of this Series upon any dissolutionshares, liquidation or winding up of the Corporation, whether voluntary or involuntary, shall be insufficient to pay in full all amounts to which such holders and the holders of all Parity Stock are entitled, no such distribution the Series A Preferred Shares shall not be made on account of any shares of any Parity Stock upon such dissolution, liquidation or winding up unless proportionate distributive amounts shall be paid on account of the shares of this Series, ratably, in proportion entitled to the full distributable amounts for which holders of all Parity Stock are entitled upon such dissolution, liquidation or winding upshare therein.

Liquidation Rights. 5.1 The Preferred Stock shall have liquidation rights as set forth in this paragraph 5, which rights are pari passu with the rights of any outstanding shares of the Company's Series C 8% Convertible Exchangeable Preferred Stock. Upon the liquidationdissolution, dissolution liquidation or winding up of the Corporation, whether voluntary or involuntary, no the holders of the shares of this series of Preferred Stock shall be entitled to receive, before any payment or distribution of the assets of the Corporation or proceeds thereof (whether capital or surplus) shall be made to or set apart for the holders of the Common Stock or any other class or series of stock ranking junior to the shares of this series of Preferred Stock upon liquidation, the amount of One Dollar and Fifteen Cents ($1.15) per share, plus a sum equal to all dividends on such shares (whether or not earned or declared) accrued and unpaid thereon to the date of final distribution, but such holders shall not be entitled to any further payment. If, upon any liquidation, dissolution or winding-up of the Corporation, the assets of the Corporation, or proceeds thereof, distributable among the holders of shares of Junior the Preferred Stock (either and any other class or series of preferred stock ranking on a parity with the Preferred Stock as to dividends or payments upon liquidation, dissolution or winding up) unlesswinding-up shall be insufficient to pay in full the preferential amount foresaid, prior theretothen 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 payable thereon were paid in full. For the purposes of this paragraph 5, the holders of shares of this Series shall have received an amount equal to the greater of (i) $.01 per whole share of this Series or (ii) an aggregate amount per share equal to the product of the Formula Number then in effect multiplied by the aggregate amount to be distributed per share to holders of Common Stock. 5.2 Neither the voluntary sale, conveyance, lease, exchange or other conveyance transfer (for cash, shares of stock, securities or other consideration) of all or substantially all the property and or assets of the Corporation nor the to, or a consolidation or merger or consolidation of the Corporation into with, one or with any other corporation, more corporations (whether or not the merger Corporation is the corporation surviving such consolidation or consolidation of any other corporation into or with the Corporation, merger) shall not be deemed to be a dissolutionliquidation, liquidation dissolution or winding winding-up, voluntary or involuntary, for the purposes of this Section 5. 5.3 After the payment to the holders of the shares of this Series of full preferential amounts provided for in this Section 5, the holders of this Series as such shall have no right or claim to any of the remaining assets of the Corporation. 5.4 In the event the assets of the Corporation available for distribution to the holders of shares of this Series upon any dissolution, liquidation or winding up of the Corporation, whether voluntary or involuntary, shall be insufficient to pay in full all amounts to which such holders and the holders of all Parity Stock are entitled, no such distribution shall be made on account of any shares of any Parity Stock upon such dissolution, liquidation or winding up unless proportionate distributive amounts shall be paid on account of the shares of this Series, ratably, in proportion to the full distributable amounts for which holders of all Parity Stock are entitled upon such dissolution, liquidation or winding up.

Liquidation Rights. 5.1 (a) Upon the liquidation, dissolution liquidation or winding up of the Corporation, whether voluntary or involuntary, no the holders of outstanding shares of Series A Preferred Stock shall be entitled to receive for each such share, out of the assets of the Corporation available for distribution to stockholders, before any payment or distribution to stockholders and before any payment or distribution shall be made to the holders of shares Common Stock or any other Junior Securities upon liquidation, an amount in cash equal to the sum of Junior (x) the Series A Stated Value, plus (y) all accrued and unpaid dividends in respect of such share to the date of final distribution (the "Series A Liquidation Value"). (b) After the payment to the holders of the Series A Preferred Stock of the full preferential amounts provided for in this Part (either v) of Section 4B, the holders of the Series A Preferred Stock as such shall have no right or claim to dividends or any of the remaining assets of the Corporation. (c) If, upon any such liquidation, dissolution or other winding up) unlessup of the affairs of the Corporation, prior theretothe assets of the Corporation are insufficient to permit the payment in full of the Series A Liquidation Preference for each share of Series A 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 shares Series A Preferred Stock and of this Series shall have received an amount equal any Parity Securities in proportion to the greater of (i) $.01 per whole share of this Series or (ii) an aggregate amount per share equal full amounts to the product of the Formula Number then which they would otherwise be respectively entitled if all amounts thereon were paid in effect multiplied by the aggregate amount to be distributed per share to holders of Common Stockfull. 5.2 (d) Neither the voluntary sale, conveyance, exchange or other conveyance transfer (for cash, shares of stock, securities or other consideration) of all or substantially all the property and or assets of the Corporation nor the consolidation, merger or consolidation other business combination of the Corporation with or into one or with any other corporation, or the merger or consolidation of any other corporation into or with the Corporation, more corporations shall be deemed to be a dissolutionliquidation, liquidation dissolution or winding up, winding-up voluntary or involuntary, for the purposes of this Section 5. 5.3 After the payment to the holders of the shares of this Series of full preferential amounts provided for in this Section 5, the holders of this Series as such shall have no right or claim to any of the remaining assets . of the Corporation. 5.4 In the event the assets of the Corporation available for distribution to the holders of shares of this Series upon any dissolution, liquidation or winding up of the Corporation, whether voluntary or involuntary, shall be insufficient to pay in full all amounts to which such holders and the holders of all Parity Stock are entitled, no such distribution shall be made on account of any shares of any Parity Stock upon such dissolution, liquidation or winding up unless proportionate distributive amounts shall be paid on account of the shares of this Series, ratably, in proportion to the full distributable amounts for which holders of all Parity Stock are entitled upon such dissolution, liquidation or winding up.

Liquidation Rights. 5.1 (a) Upon the liquidationdissolution, dissolution liquidation or winding up of the affairs of the Corporation, whether voluntary or involuntary, the holders of ATP Series C then Outstanding, together with holders of shares of any class of stock ranking on a parity with ATP Series C upon dissolution, liquidation or winding up, shall be entitled to receive and to be paid out of the assets of the Corporation (or the proceeds thereof) available for distribution to its stockholders after satisfaction of claims of creditors of the Corporation an amount equal to the liquidation preference with respect to such shares. The liquidation preference for shares of ATP Series C shall be $25,000 per share, plus an amount equal to all accumulated dividends thereon (whether or not earned or declared but without interest) to the date payment of such distribution is made in full or a sum sufficient for the payment thereof is set apart with the Paying Agent. No redemption premium shall be paid upon any liquidation even if such redemption premium would be paid upon optional or mandatory redemption of the relevant shares. (b) Upon the dissolution, liquidation or winding up of the Corporation, whether voluntary or involuntary, until payment in full is made to the holders of ATP Series C of the liquidation distribution to which they are entitled, no dividend or other distribution shall be made to the holders of shares of Junior Common Stock or any other class of stock of the Corporation ranking junior to ATP Series C upon dissolution, liquidation or winding up and no purchase, redemption or other acquisition for any consideration by the Corporation shall be made in respect of the shares of Common Stock or any other class of stock of the Corporation ranking junior to ATP Series C upon dissolution, liquidation or winding up. (either as c) A consolidation or merger of the Corporation with or into any other company or companies, or a sale, lease or exchange of all or substantially all of the assets of the Corporation in consideration for the issuance of equity securities of another company shall not be deemed to dividends or upon be a liquidation, dissolution or winding up) unless, prior thereto, the holders of shares of this Series shall have received an amount equal to the greater of (i) $.01 per whole share of this Series or (ii) an aggregate amount per share equal to the product of the Formula Number then in effect multiplied by the aggregate amount to be distributed per share to holders of Common Stock. 5.2 Neither the sale, exchange or other conveyance (for cash, shares of stock, securities or other consideration) of all or substantially all the property and assets of the Corporation nor the merger or consolidation of the Corporation into or with any other corporation, or the merger or consolidation of any other corporation into or with the Corporation, shall be deemed to be a dissolution, liquidation or winding up, whether voluntary or involuntary, for the purposes of this Section 57; provided, however, that the consolidation, merger, sale, lease or exchange does not materially adversely affect any designation, right, preference or limitation of ATP Series C or any shares issuable in exchange for shares of ATP Series C in any such consolidation or merger. 5.3 (d) After the payment to the holders Holders of ATP Series C of the shares of this Series of full preferential amounts provided for in this Section 57, the holders of this ATP Series C as such shall have no right or claim to any of the remaining assets of the Corporation. 5.4 (e) In the event the assets of the Corporation or proceeds thereof available for distribution to the holders Holders of shares of this ATP Series C, upon any dissolution, liquidation or winding up of the affairs of the Corporation, whether voluntary or involuntary, shall be insufficient to pay in full all amounts to which such holders and the holders are entitled pursuant to paragraph (a) of all Parity Stock are entitledthis Section 7, no such distribution shall be made on account of any shares of any Parity other class or series of Preferred Stock ranking on a parity with ATP Series C with respect to the distribution of assets upon such dissolution, liquidation or winding up unless proportionate distributive amounts shall be paid on account of the shares of this SeriesATP Series C, ratably, in proportion to the full distributable amounts for to which holders of all Parity Stock such parity shares are respectively entitled upon such dissolution, liquidation or winding up. (f) Subject to the rights of the holders of shares of any series or class or classes of stock ranking on a parity with ATP Series C with respect to the distribution of assets upon dissolution, liquidation or winding up of the affairs of the Corporation, after payment shall have been made in full to the holders of the shares of ATP Series C as provided in paragraph (a) of this Section 7, but not prior thereto, any other series or class or classes of stock ranking junior to ATP Series C with respect to the distribution of assets upon dissolution, liquidation or winding up of the affairs of the Corporation shall, subject to any 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 shares of ATP Series C shall not be entitled to share therein.

Liquidation Rights. 5.1 Upon (a) In the event of any voluntary or involuntary liquidation, dissolution or winding up of the CorporationPartnership (referred to herein sometimes as a “liquidation”), whether voluntary or involuntary, no distribution shall be made to the holders of shares the Series A Preferred Units then outstanding shall be entitled to receive, out of Junior Stock the assets of the Partnership legally available for distribution to its Partners (either after payment or provision for payment of all debts and other liabilities of the Partnership), a liquidation preference in cash of Twenty-five Dollars ($25.00) per Series A Preferred Unit, plus an amount equal to all accumulated and unpaid distributions through and including the date of payment, before any distribution of assets is made to holders of Common Units or any other Preferred Units of the Partnership that rank junior to the Series A Preferred Units as to dividends liquidation rights. (b) If, upon any such voluntary or upon involuntary liquidation, dissolution or winding upup of the Partnership, the assets of the Partnership are insufficient to make full payment to holders of Series A Preferred Units and to the corresponding amounts payable on all other Preferred Units of the Partnership ranking on a parity with the Series A Preferred Units as to liquidation rights, then the holders of the Series A Preferred Units and all other Preferred Units of the Partnership ranking on a parity with the Series A Preferred Units as to liquidation rights shall share ratably in any such distribution of assets in proportion to the full liquidating distributions to which they would otherwise be respectively entitled. (c) unlessWritten notice of any such liquidation, dissolution or winding up of the Partnership, stating the payment date or dates when, and the place or places where, the amounts distributable in such circumstances shall be payable, shall be given by first class mail, postage pre-paid, not less than 30 nor more than 60 days prior theretoto the payment date stated therein, to each record holder of the Series A Preferred Units at the respective address of such holders as the same shall appear on the share transfer records of the Partnership. (d) After payment of the full amount of the liquidating distributions to which they are entitled, the holders of shares of this Series shall have received an amount equal to the greater of (i) $.01 per whole share of this Series or (ii) an aggregate amount per share equal to the product of the Formula Number then in effect multiplied by the aggregate amount to be distributed per share to holders of Common Stock. 5.2 Neither the sale, exchange or other conveyance (for cash, shares of stock, securities or other consideration) of all or substantially all the property and assets of the Corporation nor the merger or consolidation of the Corporation into or with any other corporation, or the merger or consolidation of any other corporation into or with the Corporation, shall be deemed to be a dissolution, liquidation or winding up, voluntary or involuntary, for the purposes of this Section 5. 5.3 After the payment to the holders of the shares of this Series of full preferential amounts provided for in this Section 5, the holders of this Series as such shall A Preferred Units will have no right or claim to any of the remaining assets of the CorporationPartnership. 5.4 In the event the assets (e) None of a consolidation or merger of the Corporation available for distribution to Partnership with or into another entity, a merger of another entity with or into the holders Partnership, a statutory security exchange by the Partnership or a sale, lease, transfer or conveyance of shares all or substantially all of this Series upon any dissolutionthe Partnership’s property or business shall be considered a liquidation, liquidation dissolution or winding up of the Corporation, whether voluntary or involuntary, shall be insufficient to pay in full all amounts to which such holders and the holders of all Parity Stock are entitled, no such distribution shall be made on account of any shares of any Parity Stock upon such dissolution, liquidation or winding up unless proportionate distributive amounts shall be paid on account of the shares of this Series, ratably, in proportion to the full distributable amounts for which holders of all Parity Stock are entitled upon such dissolution, liquidation or winding upPartnership.

Liquidation Rights. 5.1 Upon (a) In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Partnership (referred to herein sometimes as a “liquidation”), the holders of the Series B Preferred Units then outstanding shall be entitled to receive, out of the assets of the Partnership legally available for distribution to its Partners (after payment or provision for payment of all debts and other liabilities of the Partnership), a liquidation preference in cash of Twenty-five Dollars ($25.00) per Series B Preferred Unit, plus an amount equal to all accumulated and unpaid distributions to, but not including, the date of payment, before any distribution of assets is made to holders of Common Units or any other Partnership Units that rank junior to the Series B Preferred Units with respect to liquidation rights, upon the liquidation, dissolution or winding up of the CorporationPartnership. (b) If, whether upon any such voluntary or involuntary, no distribution shall be made to the holders of shares of Junior Stock (either as to dividends or upon involuntary liquidation, dissolution or winding upup of the Partnership, the assets of the Partnership are insufficient to make full payment to holders of Series B Preferred Units and to the corresponding amounts payable on all other Partnership Units ranking on a parity with the Series B Preferred Units as to liquidation rights, then the holders of the Series B Preferred Units and all other such Partnership Units shall share ratably in any such distribution of assets in proportion to the full liquidating distributions to which they would otherwise be respectively entitled. (c) unlessWritten notice of any such liquidation, dissolution or winding up of the Partnership, stating the payment date or dates when, and the place or places where, the amounts distributable in such circumstances shall be payable, shall be given by first class mail, postage pre-paid, not less than 30 nor more than 60 days prior theretoto the payment date stated therein, to each record holder of the Series B Preferred Units at the respective address of such holders as the same shall appear on the unit transfer records of the Partnership. (d) After payment of the full amount of the liquidating distributions to which the holders of Series B Preferred Units are entitled, the holders of shares of this Series shall have received an amount equal to the greater of (i) $.01 per whole share of this Series or (ii) an aggregate amount per share equal to the product of the Formula Number then in effect multiplied by the aggregate amount to be distributed per share to holders of Common Stock. 5.2 Neither the sale, exchange or other conveyance (for cash, shares of stock, securities or other consideration) of all or substantially all the property and assets of the Corporation nor the merger or consolidation of the Corporation into or with any other corporation, or the merger or consolidation of any other corporation into or with the Corporation, shall be deemed to be a dissolution, liquidation or winding up, voluntary or involuntary, for the purposes of this Section 5. 5.3 After the payment to the holders of the shares of this Series of full preferential amounts provided for in this Section 5, the holders of this Series as such shall B Preferred Units will have no right or claim to any of the remaining assets of the CorporationPartnership. 5.4 In the event the assets (e) None of a consolidation or merger of the Corporation available for distribution to Partnership with or into another entity, a merger of another entity with or into the holders Partnership, a statutory security exchange by the Partnership or a sale, lease, transfer or conveyance of shares all or substantially all of this Series upon any dissolutionthe Partnership’s property or business shall be considered a liquidation, liquidation dissolution or winding up of the Corporation, whether voluntary or involuntary, shall be insufficient to pay in full all amounts to which such holders and the holders of all Parity Stock are entitled, no such distribution shall be made on account of any shares of any Parity Stock upon such dissolution, liquidation or winding up unless proportionate distributive amounts shall be paid on account of the shares of this Series, ratably, in proportion to the full distributable amounts for which holders of all Parity Stock are entitled upon such dissolution, liquidation or winding upPartnership.

Liquidation Rights. 5.1 Upon (a) In the event of any liquidation, dissolution or winding up of the affairs of the Corporation, whether voluntary or otherwise, after payment or provision for payment of the debts and other liabilities of the Corporation, the holders of shares of the Series A Preferred Stock shall be entitled to receive, in cash, out of the remaining net assets of the Corporation, the amount of $.01 for each share of the Series A Preferred Stock held by them, plus an amount equal to all dividends accrued and unpaid on each such share up to the date fixed for distribution, before any distribution shall be made to the holders of shares of Common Stock. If upon any liquidation, dissolution or winding up of the Corporation, whether voluntary or involuntarythe assets distributable among the holders of shares of the Series A Preferred Stock are insufficient to permit the payment in full to the holders of all such shares of all preferential amounts payable to all such holders, no distribution then the entire assets of the Corporation thus distributable shall be distributed ratably among the holders of the shares of the Series A Preferred Stock in proportion to the respective amounts that would be payable per share if such assets were sufficient to permit payment in full. (b) For purposes of this Section 4, a distribution of assets in any dissolution, winding up or liquidation shall not include (i) any consolidation or merger of the Corporation with or into any other corporation, (ii) any dissolution, liquidation, winding up or reorganization of the Corporation immediately followed by reincorporation of another corporation or (iii) a sale or other disposition of all or substantially all of the Corporation's assets to another corporation; provided, however, that, in each case, effective provision is made in the certificate of incorporation of the resulting and surviving corporation or otherwise for the protection of the rights of the holders of shares of the Series A Preferred Stock. (c) After the payment of the full preferential amounts provided for herein to the holders of shares of Junior the Series A Preferred Stock (either as to dividends or upon liquidation, dissolution or winding up) unless, prior thereto, funds necessary for such payment have been set aside in trust for the holders of shares of this Series thereof, such holders shall have received an amount equal be entitled to no other or further participation in the greater of (i) $.01 per whole share of this Series or (ii) an aggregate amount per share equal to the product distribution of the Formula Number then in effect multiplied by the aggregate amount to be distributed per share to holders of Common Stock. 5.2 Neither the sale, exchange or other conveyance (for cash, shares of stock, securities or other consideration) of all or substantially all the property and assets of the Corporation nor the merger or consolidation of the Corporation into or with any other corporation, or the merger or consolidation of any other corporation into or with the Corporation, shall be deemed to be a dissolution, liquidation or winding up, voluntary or involuntary, for the purposes of this Section 5. 5.3 After the payment to the holders of the shares of this Series of full preferential amounts provided for in this Section 5, the holders of this Series as such shall have no right or claim to any of the remaining assets of the Corporation. 5.4 In the event the assets of the Corporation available for distribution to the holders of shares of this Series upon any dissolution, liquidation or winding up of the Corporation, whether voluntary or involuntary, shall be insufficient to pay in full all amounts to which such holders and the holders of all Parity Stock are entitled, no such distribution shall be made on account of any shares of any Parity Stock upon such dissolution, liquidation or winding up unless proportionate distributive amounts shall be paid on account of the shares of this Series, ratably, in proportion to the full distributable amounts for which holders of all Parity Stock are entitled upon such dissolution, liquidation or winding up.

Liquidation Rights. 5.1 (a) Upon the liquidationvoluntary or involuntary dissolution, dissolution liquidation or winding up of the CorporationCompany, whether voluntary the holders of the Series A Preferred Stock shall be entitled to receive and to be paid out of the assets of the Company available for distribution to its stockholders, before any payment or involuntary, no distribution shall be made on the Common Stock or on any other Junior Stock the liquidation preference of $1,000 per share of Series A Preferred Stock, plus any declared and unpaid dividends for the then-current Dividend Period, without accumulation of any undeclared dividends. (b) If in any distribution described in Section 5(a) above the assets of the Company or proceeds thereof are not sufficient to pay the Liquidation Preferences (as defined below) in full to all holders of the Series A Preferred Stock and all holders of any Parity Stock, the amounts paid to the holders of the Series A Preferred Stock and to the holders of all such other Parity Stock shall be paid pro rata in accordance with the respective aggregate Liquidation Preferences of the holders of the Series A Preferred Stock and the holders of all such other Parity Stock. In any such distribution, the “Liquidation Preference” of any holder of Series A Preferred Stock or Parity Stock shall mean the amount otherwise payable to such holder in such distribution, including any declared but unpaid dividends (and, in the case of any holder of shares other than Series A Preferred Stock and on which dividends accrue on a cumulative basis, an amount equal to any unpaid, accrued cumulative dividends, whether or not declared, as applicable). (c) If the Liquidation Preference has been paid in full to all holders of Junior Stock (either as to dividends or upon liquidation, dissolution or winding up) unless, prior theretothe Series A Preferred Stock, the holders of other shares of this the Company shall be entitled to receive all remaining assets of the Company according to their respective rights and preferences and the holders of the Series A Preferred Stock as such shall have received an amount equal no right or claim to the greater of (i) $.01 per whole share of this Series or (ii) an aggregate amount per share equal to the product any of the Formula Number then in effect multiplied by remaining assets of the aggregate amount to be distributed per share to holders of Common StockCompany. 5.2 (d) Neither the sale, exchange lease, exchange, transfer or other conveyance (for cash, shares of stock, securities or other consideration) of all or substantially all of the property and assets of the Corporation Company for cash, securities or other property, nor the merger or consolidation of the Corporation Company into or with any other corporation, corporation or the merger or consolidation of any other corporation into or with the CorporationCompany, shall be deemed to be a dissolution, liquidation or winding up, voluntary or involuntary, for the purposes of this Section 58. 5.3 After the payment to the holders of the shares of this Series of full preferential amounts provided for in this Section 5, the holders of this Series as such shall have no right or claim to any of the remaining assets of the Corporation. 5.4 In the event the assets of the Corporation available for distribution to the holders of shares of this Series upon any dissolution, liquidation or winding up of the Corporation, whether voluntary or involuntary, shall be insufficient to pay in full all amounts to which such holders and the holders of all Parity Stock are entitled, no such distribution shall be made on account of any shares of any Parity Stock upon such dissolution, liquidation or winding up unless proportionate distributive amounts shall be paid on account of the shares of this Series, ratably, in proportion to the full distributable amounts for which holders of all Parity Stock are entitled upon such dissolution, liquidation or winding up.

Liquidation Rights. 5.1 Upon The shares of 8% Preferred Stock shall rank prior to the shares of Common Stock and the shares of any other class of stock of the Corporation ranking junior to the 8% Preferred Stock upon liquidation, so that in the event of any liquidation, dissolution or winding up of the Corporation, whether voluntary or involuntary, no distribution shall be made to the holders of shares of Junior Stock (either as to dividends or upon liquidation, dissolution or winding up) unless, prior thereto, the holders of shares of this Series shall have received an amount equal to the greater of (i) $.01 per whole share of this Series or (ii) an aggregate amount per share equal to the product of the Formula Number then in effect multiplied by the aggregate amount to be distributed per share to holders of Common Stock. 5.2 Neither the sale, exchange or other conveyance (for cash, shares of stock, securities or other consideration) of all or substantially all the property and assets of the Corporation nor the merger or consolidation of the Corporation into or with any other corporation, or the merger or consolidation of any other corporation into or with the Corporation, shall be deemed to be a dissolution, liquidation or winding up, voluntary or involuntary, for the purposes of this Section 5. 5.3 After the payment to the holders of the shares 8% Preferred Stock shall be entitled to receive out of this Series of full preferential amounts provided for in this Section 5, the holders of this Series as such shall have no right or claim to any of the remaining assets of the Corporation. 5.4 In the event the assets of the Corporation available for distribution to its stockholders, whether from capital, surplus or earnings, before any distribution is made to holders of shares of Common Stock or any other such junior stock, an amount equal to $6.00 per share (the "LIQUIDATION PREFERENCE" of a share of 8% Preferred Stock). After payment of the full amount of the Liquidation Preference and such dividends, the holders of shares of this Series 8% Preferred Stock will not be entitled to any further participation in any distribution of assets by the Corporation. If, upon any dissolutionliquidation, liquidation dissolution or winding up of the Corporation, whether voluntary the assets of the Corporation, or involuntaryproceeds thereof, distributable among the holders of shares of 8% Preferred Stock shall be insufficient to pay in full the preferential amount aforesaid, then such assets, or the proceeds thereof, shall be distributable among such holders ratably in accordance with the respective amounts that would be payable on such shares if all amounts to which such holders and payable thereon were payable in full. For the holders purposes hereof, neither a consolidation or merger of the Corporation with or into any other corporation, nor a merger of any other corporation with or into the Corporation, nor a sale or transfer of all Parity Stock are entitled, no such distribution or any part of the Corporation's assets for cash or securities shall be made on account of any shares of any Parity Stock upon such dissolutionconsidered a liquidation, liquidation dissolution or winding up unless proportionate distributive amounts shall be paid on account of the shares of this Series, ratably, in proportion to the full distributable amounts for which holders of all Parity Stock are entitled upon such dissolution, liquidation or winding upCorporation.

Liquidation Rights. 5.1 Upon (a) In the event that the Corporation is a party to an Acquisition or Asset Transfer (as hereinafter defined) or upon any liquidation, dissolution dissolution, or winding up of the Corporation, whether voluntary or involuntaryinvoluntary (each, no a "Liquidation Event"), before any distribution or payment shall be made to the holders of shares any Junior Securities, subject to the right of Junior any series of Preferred Stock (either as that may from time to dividends or upon liquidation, dissolution or winding up) unless, prior theretotime come into existence, the holders of shares Series A Preferred shall be paid out of this the proceeds of such Acquisition or Asset Transfer or the assets of the Corporation legally available for distribution for each share of Series shall have received an amount equal to A Preferred held by them, the greater of (i) $.01 per whole share of this the amount equal to the Original Issue Price plus all accumulated but unpaid dividends on the Series A Preferred or (ii) an aggregate the amount per share equal to the product of the Formula Number then in effect multiplied by the aggregate amount to be distributed per share to holders of Common Stock. 5.2 Neither the sale, exchange or other conveyance (for cash, shares of stock, securities or other property to which such holder would be entitled to receive in a Liquidation Event with respect to such shares if such shares had been converted to Common Stock immediately prior to such Liquidation Event. If, upon any such Liquidation Event, the proceeds of such Acquisition or Asset Transfer or the assets of the Corporation shall be insufficient to make payment in full to all holders of Series A Preferred of the liquidation preference set forth in this Section 4(a), then such assets (or consideration) shall be distributed among the holders of Series A Preferred and any other Parity Securities at the time outstanding, ratably in proportion to the full amounts to which they would otherwise be respectively entitled. (b) Subject to the rights of the holders of any Parity Securities, after the payment of the full liquidation preference of the Series A Preferred as set forth in Section 4(a) above, the remaining assets of the Corporation legally available for distribution, if any, shall be distributed ratably to the holders of the Junior Securities. (c) For the purposes of this Section 4: (i) "Acquisition" shall mean (A) any consolidation or merger of the Corporation with or into any other corporation or other entity or person, or any other corporate reorganization, other than any such consolidation, merger or reorganization in which the stockholders of the Corporation immediately prior to such consolidation, merger or reorganization, continue to hold at least a majority of the voting power of the surviving entity in substantially the same proportions among the stockholders of the Corporation (or, if the surviving entity is a wholly owned subsidiary, its parent) immediately after such consolidation, merger or reorganization; or (B) any transaction or series of related transactions to which the Corporation is a party in which in excess of fifty percent (50%) of the Corporation's voting power is transferred; provided that an Acquisition shall not include any transaction or series of transactions principally for bona fide equity financing purposes in which cash is received by the Corporation or any successor or indebtedness of the Corporation is cancelled or converted or a combination thereof; and (ii) "Asset Transfer" shall mean a sale, lease, exclusive license or other disposition of all or substantially all the property and assets of the Corporation nor the merger or consolidation of the Corporation into or with any other corporation, or the merger or consolidation of any other corporation into or with the Corporation, shall be deemed to be a dissolution, liquidation or winding up, voluntary or involuntary, for the purposes of this Section 5. 5.3 After the payment to the holders of the shares of this Series of full preferential amounts provided for in this Section 5, the holders of this Series as such shall have no right or claim to any of the remaining assets of the Corporation. 5.4 In the event the assets of the Corporation available for distribution to the holders of shares of this Series upon any dissolution, liquidation or winding up of the Corporation, whether voluntary or involuntary, shall be insufficient to pay in full all amounts to which such holders and the holders of all Parity Stock are entitled, no such distribution shall be made on account of any shares of any Parity Stock upon such dissolution, liquidation or winding up unless proportionate distributive amounts shall be paid on account of the shares of this Series, ratably, in proportion to the full distributable amounts for which holders of all Parity Stock are entitled upon such dissolution, liquidation or winding up.

Liquidation Rights. 5.1 Upon (a) If the liquidationCorporation shall be voluntarily or involuntarily liquidated, dissolution dissolved or winding wound up at any time when any of the Corporation, whether voluntary or involuntary, no distribution Series A Preferred Stock shall be made to the holders of shares of Junior Stock (either as to dividends or upon liquidation, dissolution or winding up) unless, prior theretooutstanding, the holders of shares of this the then outstanding Series A Preferred Stock shall have received an amount equal to a preference against the greater of assets (i) $.01 per whole share of this Series or (ii) an aggregate amount per share equal to the product of the Formula Number then in effect multiplied by the aggregate amount to be distributed per share to holders of Common Stock. 5.2 Neither the sale, exchange or other conveyance (for including cash, shares of stock, securities or other considerationand property) of all or substantially all the property and assets of the Corporation nor the merger or consolidation of the Corporation into or with any other corporation, or the merger or consolidation of any other corporation into or with the Corporation, shall be deemed to be a dissolution, liquidation or winding up, voluntary or involuntary, for the purposes of this Section 5. 5.3 After the payment to the holders of the shares of this Series of full preferential amounts provided for in this Section 5, the holders of this Series as such shall have no right or claim to any of the remaining assets of the Corporation. 5.4 In the event the assets of the Corporation available for distribution to the holders of the Common Stock equal to the sum of (i) $17.20 per share and (ii) an amount equal to all declared but unpaid dividends; or, if greater, a portion of the remaining assets of the Corporation which are distributable to the holders of the Common Stock equal to an amount which would have been distributed if the Series A Preferred Stock had been converted into Common Stock immediately prior to the date of such liquidation or dissolution (the "Preference Amount"); provided, however, that any reduction of the authorized or issued shares of the stock of the Corporation of any class, whether now or hereafter authorized, shall not be deemed to be a liquidation of the Corporation within the meaning of any of the provisions of this Section 3; and provided, further, however, that a liquidation for the purposes of this Section shall not be deemed to occur upon: (a) the consolidation or merger of the Corporation into or with any corporation or corporations wherein the holders of the Series upon A Preferred Stock are to receive preferred securities of the merged or consolidated entity having substantially similar rights, preferences and protections as those of the Series A Preferred Stock (as contemplated herein); (b) the merger of the Corporation with another corporation in which the Corporation is the surviving corporation and which does not result in any dissolutionreclassification or change -- other than a change in par value, liquidation or winding up from par value to no par value or from no par value to par value, or as a result of a subdivision or combination -- of outstanding shares of the Corporation's Common Stock; or (c) the transfer, whether voluntary assignment or involuntarycontribution of the Corporation's assets in connection with, or the creation of, any joint venture or limited liability entity in exchange for an equity interest shall not be insufficient deemed to pay in full all amounts be a liquidation for the purposes of this Section. (b) All of the Preference Amount to which such holders and be paid to the holders of all Parity Series A Preferred Stock are entitled, no such distribution shall be made on account of any shares of any Parity Stock upon such dissolution, liquidation or winding up unless proportionate distributive amounts as provided in this Section 3 shall be paid on account or set apart for payment before the payment or setting apart for payment of any amount for, or the distribution of any property of the shares Corporation to, the holders of this Seriesany Common Stock, ratablywhether now or hereafter authorized, in proportion to the full distributable amounts for which holders of all Parity Stock are entitled upon connection with such dissolutionliquidation, liquidation dissolution or winding up.