Common use of Rank; Liquidation Clause in Contracts

Rank; Liquidation. (a) The Series A Preference Shares shall rank: (i) in priority to all of the Ordinary Shares; (ii) in priority to any class or series of shares of the Company hereafter created specifically ranking by its terms subordinate to any Series A Preference Shares (“Junior Securities”); (iii) pari passu with any class or series of shares of the Company hereafter created specifically ranking by its terms pari passu with the Series A Preference Shares (“Parity Securities”); and (iv) subordinate to any class or series of shares of the Company hereafter created specifically ranking by its terms in priority to any Series A Preference Shares (“Senior Securities”), in each case, as to a distribution of assets on a liquidation or a return of capital (other than a conversion, redemption or purchase of shares). (b) Subject to the preferential rights of the holders of any Senior Securities of the Company, upon on a liquidation or a return of capital (other than a conversion, redemption or purchase of shares) (each, a “Liquidation Event”), each holder of Series A Preference Shares shall be entitled to receive, in priority to any distributions of any of the assets or surplus funds of the Company to the holders of the Ordinary Shares and Junior Securities and pari passu with any distribution to the holders of Parity Securities, an amount equal to $.001 per Series A Preference Share, plus an additional amount equal to any dividends declared but unpaid on such shares, before any payments shall be made or any assets distributed to holders of any class of Ordinary Shares or Junior Securities. If, upon any such Liquidation Event, the assets of the Company shall be insufficient, after payment to any Senior Securities, to pay the holders of the Series A Preference Shares the amount required under the preceding sentence, then all remaining assets of the Company shall be distributed pro rata to holders of the Series A Preference Shares and Parity Securities. (c) After payment to the holders of the Series A Preference Shares of the amount required under Section 4(b) and subject to the preferential rights of the holders of any Senior Securities of the Company, the remaining assets or surplus funds of the Company, if any, available for distribution to shareholders shall be distributed pro rata among the holders of the Series A Preference Shares, any other class or series of shares that participates with the Ordinary Shares in the distribution of assets upon any Liquidation Event and the Ordinary Shares, with the holders of the Series A Preference Shares deemed to hold that number of Ordinary Shares into which such Series A Preference Shares are then convertible.

Rank; Liquidation. (a) The Series A Preference Shares shall rank: (i) in priority to all In the event of any liquidation, dissolution or winding up of the Ordinary Shares; (ii) in priority to any class or series of shares affairs of the Company hereafter created specifically ranking by its terms subordinate to any Series A Preference Shares (“Junior Securities”); (iii) pari passu with any class Corporation, whether voluntary or series of shares involuntary, holders of the Company hereafter created specifically ranking by its terms pari passu with the Series A Preference Shares (“Parity Securities”); and (iv) subordinate to any class or series of shares of the Company hereafter created specifically ranking by its terms in priority to any Series A Preference Shares (“Senior Securities”), in each case, as to a distribution of assets on a liquidation or a return of capital (other than a conversion, redemption or purchase of shares). (b) Subject to the preferential rights of the holders of any Senior Securities of the Company, upon on a liquidation or a return of capital (other than a conversion, redemption or purchase of shares) (each, a “Liquidation Event”), each holder of Series A Preference Shares B Preferred Stock shall be entitled to receive, in priority to any distributions of any out of the assets or surplus funds of the Company Corporation or proceeds thereof (whether capital or surplus) available for distribution to stockholders of the Corporation, and after satisfaction of all liabilities and obligations to creditors of the Corporation and subject to the rights of any securities ranking senior to the Series B Preferred Stock, before any distribution of such assets or proceeds is made to or set aside for the holders of the Ordinary Shares and Junior Securities and pari passu with any distribution Common Stock, in full an amount per share equal to the holders of Parity SecuritiesBase Price multiplied by the Applicable Conversion Rate, together with an amount equal to $.001 per all dividends (if any) that have been declared but not paid prior to the date of payment of such distribution (but without any amount in respect of dividends that have not been declared prior to such payment date) (the “Series B Preferred Liquidation Amount”). The rights of the Series B Preferred Stock pursuant to this Section VI(a) shall rank pari passu with the rights of the Series A Preference SharePreferred Stock. Thereafter, plus the Series B Preferred Stock will participate with the Common Stock on an additional amount equal as-converted basis as if Series B Preferred Stock was converted immediately prior to such liquidation, dissolution or winding up. (b) If in any dividends declared but unpaid on such shares, before any payments shall be made or any assets distributed to holders of any class of Ordinary Shares or Junior Securities. If, upon any such Liquidation Event, distribution described in Section VI(a) above the assets of the Company shall be insufficient, after payment to any Senior Securities, Corporation or proceeds thereof are not sufficient to pay the Liquidation Preferences (as defined below) in full to all holders of the Series A Preference Shares the amount required under the preceding sentence, then B Preferred Stock and all remaining assets holders of any stock of the Company shall be distributed pro rata to holders of Corporation ranking equally with the Series A Preference Shares and Parity Securities. (c) After payment B Preferred Stock as to such distribution, the amounts paid to the holders of the Series A Preference Shares of the amount required under Section 4(b) B Preferred Stock and subject to the preferential rights of the holders of any Senior Securities of the Company, the remaining assets or surplus funds of the Company, if any, available for distribution to shareholders all such other stock shall be distributed paid pro rata among in accordance with the respective aggregate Liquidation Preferences of the holders of the Series A Preference Shares, any other class or series of shares that participates with the Ordinary Shares in the distribution of assets upon any Liquidation Event B Preferred Stock and the Ordinary Shares, with the holders of all such other stock. In any such distribution, the “Liquidation Preference” of any holder of stock of the Corporation shall mean the amount otherwise payable to such holder in such distribution (assuming no limitation on the assets of the Corporation available for such distribution), including an amount equal to any declared but unpaid dividends (and, in the case of any holder of stock other than the Series A Preference Shares B 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) For purposes of this Section VI, the sale, conveyance, exchange or transfer (for cash, shares of stock, securities or other consideration) of all or substantially all of the property and assets of the Corporation shall not be deemed a voluntary or involuntary dissolution, liquidation or winding up of the affairs of the Corporation, nor shall the merger, consolidation or any other business combination transaction of the Corporation into or with any other corporation or Person or the merger, consolidation or any other business combination of any other corporation or Person into or with the Corporation be deemed to hold that number be a voluntary or involuntary dissolution, liquidation or winding up of Ordinary Shares into which such Series A Preference Shares are then convertiblethe affairs of the Corporation.

Rank; Liquidation. (a) The Series A Preference Shares 1 Preferred Stock shall rank: rank (i) in priority senior to all of the Ordinary SharesCommon Stock; (ii) in priority senior to any class or series of shares capital stock of the Company Corporation hereafter created specifically ranking by its terms subordinate junior to any Series A Preference Shares 1 Preferred Stock (“Junior Securities”); (iii) pari passu on parity with any class or series of shares capital stock of the Company hereafter Corporation created specifically ranking by its terms pari passu on parity with the Series A Preference Shares 1 Preferred Stock (“Parity Securities”); and (iv) subordinate junior to any class or series of shares capital stock of the Company Corporation hereafter created specifically ranking by its terms in priority senior to any Series A Preference Shares 1 Preferred Stock (“Senior Securities”), in each case, as to a distribution distributions of assets on a liquidation upon liquidation, dissolution or a return winding up of capital (other than a conversionthe Corporation, redemption whether voluntarily or purchase of shares)involuntarily. (b) Subject to the preferential any superior liquidation rights of the holders of any Senior Securities of the CompanyCorporation, upon on a liquidation the liquidation, dissolution or a return winding up of capital the Corporation (other than in connection with a conversion, redemption or purchase of shares) (each, a “Liquidation Event”Fundamental Transaction), whether voluntary or involuntary, each holder of Series A Preference Shares Holder shall be entitled to receivereceive for each share of Series 1 Preferred Stock, in priority preference to any distributions of any of the assets or surplus funds of the Company Corporation to the holders of the Ordinary Shares Common Stock and Junior Securities and pari passu with any distribution to the holders of Parity Securities, an amount equal to $.001 per the Series A Preference Share1 Liquidation Preference, plus an additional amount equal to any dividends declared but unpaid on such sharesthereon, before any payments shall be made or any assets distributed to holders of any class of Ordinary Shares Common Stock or Junior Securities. If, upon any After such Liquidation Event, the assets of the Company payment shall be insufficient, after payment to any Senior Securities, to pay the holders of the Series A Preference Shares the amount required under the preceding sentence, then all remaining assets of the Company shall be distributed pro rata to holders of the Series A Preference Shares and Parity Securities. (c) After payment have been made in full to the holders of the Series A Preference Shares 1 Preferred Stock and Parity Securities, or funds necessary for such payment shall have been set aside by the Corporation in trust for the account of holders of the amount required under Section 4(b) Series 1 Preferred Stock and subject Parity Securities, so as to the preferential rights of the holders of any Senior Securities of the Companybe available for such payment, the remaining assets or surplus funds of the Company, if any, available for distribution to shareholders shall be distributed pro rata ratably among the holders of the Series A Preference SharesJunior Securities, any other class or series of shares that participates if applicable in accordance with the Ordinary Shares in the distribution terms of assets upon any Liquidation Event such securities, and the Ordinary Shares, with the holders of the Series A Preference Shares deemed to hold that number of Ordinary Shares into which such Series A Preference Shares are then convertibleCommon Stock.

Rank; Liquidation. (a) a. The Series A Preference Shares Preferred Stock shall rank: rank (i) in priority to all of the Ordinary Shares; (ii) in priority senior to any class or series of shares capital stock of the Company Corporation hereafter created specifically ranking by its terms subordinate junior to any Series A Preference Shares Preferred Stock (“Junior Securities”); (iiiii) pari passu on parity with the Common Stock and any class or series of shares capital stock of the Company Corporation hereafter created specifically ranking by its terms pari passu on parity with the Series A Preference Shares Preferred Stock (the “Parity Securities”); and (iviii) subordinate junior to any class or series of shares capital stock of the Company Corporation hereafter created specifically ranking by its terms in priority senior to any Series A Preference Shares Preferred Stock (“Senior Securities”), in each case, as to a distribution distributions of assets on a liquidation upon liquidation, dissolution or a return winding up of capital (other than a conversionthe Corporation, redemption whether voluntarily or purchase of shares)involuntarily. (b) b. Subject to the preferential prior and superior rights of the holders of any Senior Securities of the CompanyCorporation and the rights of the Corporation’s existing and future creditors, upon on a liquidation liquidation, dissolution or a return winding up of capital the Corporation, whether voluntary or involuntary (other than a conversion, redemption or purchase of shares) (each, a “Liquidation EventLiquidation”), each holder of Series A Preference Shares Holder shall be entitled to receive, out of the assets of the Corporation legally available for distribution to stockholders, in priority preference to any distributions of any of the assets or surplus funds of the Company Corporation to the holders of the Ordinary Shares and Junior Securities and pari passu with any distribution to the holders of Parity Securities, an equivalent amount equal to $.001 per of distributions as would be paid on the Common Stock underlying the Series A Preference SharePreferred Stock, determined on an as-converted basis (without regard to the Beneficial Ownership Limitation), plus an additional amount equal to any dividends declared but unpaid on such shares, before any payments shall be made or any assets distributed to holders of any class of Ordinary Shares or Junior Securities. If, upon any such Liquidation EventLiquidation, the assets of the Company Corporation shall be insufficient, after payment to any Senior Securities, insufficient to pay the holders of shares of the Series A Preference Shares Preferred Stock the amount required under the preceding sentence, then all remaining assets of the Company Corporation shall be distributed pro rata ratably to holders of the Series A Preference Shares and Parity Securities. (c) After payment to the holders shares of the Series A Preference Shares of Preferred Stock and Parity Securities. A Fundamental Transaction shall not be deemed a Liquidation unless the amount required under Section 4(b) and subject to the preferential rights of the holders of any Senior Securities of the Company, the remaining assets or surplus funds of the Company, if any, available for distribution to shareholders Corporation expressly declares that such Fundamental Transaction shall be distributed pro rata among the holders of the Series A Preference Shares, any other class or series of shares that participates with the Ordinary Shares in the distribution of assets upon any Liquidation Event and the Ordinary Shares, with the holders of the Series A Preference Shares deemed to hold that number of Ordinary Shares into which such Series A Preference Shares are then convertibletreated as if it were a Liquidation.

Rank; Liquidation. (a) The Series A Preference Shares Y Preferred Stock shall rank: (i) in priority to all of the Ordinary Shares; (ii) in priority senior to any class or series of shares capital stock of the Company Corporation hereafter created specifically ranking by its terms subordinate junior to any Series A Preference Shares Y Preferred Stock (“Junior Securities”); (iiiii) pari passu on parity with the Common Stock, Series X Preferred Stock, and any other class or series of shares capital stock of the Company Corporation hereafter created specifically ranking by its terms pari passu on parity with the Series A Preference Shares Y Preferred Stock (the “Parity Securities”); and (iviii) subordinate junior to any class or series of shares capital stock of the Company Corporation hereafter created specifically ranking by its terms in priority senior to any Series A Preference Shares Y Preferred Stock (“Senior Securities”), in each case, as to a distribution distributions of assets on a liquidation upon liquidation, dissolution or a return winding up of capital the Corporation, whether voluntarily or involuntarily (other than a conversion, redemption or purchase of sharesall such distributions being referred to collectively as “Distributions”). (b) Subject to the preferential prior and superior rights of the holders of any Senior Securities of the CompanyCorporation, upon on a liquidation liquidation, dissolution or a return winding up of capital (other than a conversionthe Corporation, redemption whether voluntary or purchase of shares) (each, a “Liquidation Event”)involuntary, each holder Holder of shares of Series A Preference Shares Y Preferred Stock shall be entitled to receive, in priority preference to any distributions Distributions of any of the assets or surplus funds of the Company Corporation to the holders of the Ordinary Shares and Junior Securities Securities, and pari passu with any distribution Distribution to the holders of the Parity Securities, an equivalent amount equal of Distributions as would be paid on the Common Stock underlying the Series Y Preferred Stock, determined on an as-converted basis (without regard to $.001 per Series A Preference Sharethe Beneficial Ownership Limitation), plus an additional amount equal to any dividends declared but unpaid on such shares, before any payments shall be made or any assets distributed to holders of any class of Ordinary Shares or Junior Securities. If, upon any such Liquidation Eventliquidation, dissolution or winding up of the Corporation, the assets of the Company Corporation shall be insufficient, after payment to any Senior Securities, insufficient to pay the holders Holders of shares of the Series A Preference Shares Y Preferred Stock the amount required under the preceding sentence, then all remaining assets of the Company Corporation shall be distributed pro rata ratably to holders Holders of the shares of the Series A Preference Shares Y Preferred Stock and holders of Parity Securities. (c) After payment to the holders of the Series A Preference Shares of the amount required under Section 4(b) and subject to the preferential rights of the holders of any Senior Securities of the Company, the remaining assets or surplus funds of the Company, if any, available for distribution to shareholders shall be distributed pro rata among the holders of the Series A Preference Shares, any other class or series of shares that participates with the Ordinary Shares in the distribution of assets upon any Liquidation Event and the Ordinary Shares, with the holders of the Series A Preference Shares deemed to hold that number of Ordinary Shares into which such Series A Preference Shares are then convertible.

Rank; Liquidation. (a) The Series A Preference Shares shall rank: following provisions apply during the period between Closing and the Stockholder Approvals Date: (i) in priority to all In the event of any liquidation, dissolution or winding up of the Ordinary Shares; (ii) in priority to any class or series of shares affairs of the Company hereafter created specifically ranking by its terms subordinate to any Series A Preference Shares (“Junior Securities”); (iii) pari passu with any class Corporation, whether voluntary or series involuntary, holders of shares of the Company hereafter created specifically ranking by its terms pari passu with the Series A Preference Shares (“Parity Securities”); and (iv) subordinate to any class or series of shares of the Company hereafter created specifically ranking by its terms in priority to any Series A Preference Shares (“Senior Securities”), in each case, as to a distribution of assets on a liquidation or a return of capital (other than a conversion, redemption or purchase of shares). (b) Subject to the preferential rights of the holders of any Senior Securities of the Company, upon on a liquidation or a return of capital (other than a conversion, redemption or purchase of shares) (each, a “Liquidation Event”), each holder of Series A Preference Shares Preferred Stock shall be entitled to receive, in priority to any distributions of any out of the assets or surplus funds of the Company Corporation, or proceeds thereof (whether capital or surplus), available for distribution to stockholders of the Corporation, and after satisfaction of all liabilities and obligations to creditors of the Corporation and subject to the rights of any securities ranking senior to the Series A Preferred Stock, before any distribution of such assets or proceeds is made to or set aside for the holders of the Ordinary Shares and Junior Securities and pari passu with any distribution Common Stock, in full an amount per share equal to the holders of Parity SecuritiesBase Price multiplied by the Applicable Conversion Rate, together with an amount equal to $.001 per all dividends (if any) that have been declared but not paid prior to the date of payment of such distribution (but without any amount in respect of dividends that have not been declared prior to such payment date) (the “Series A Preference SharePreferred Liquidation Amount”). The rights of the Series A Preferred Stock pursuant to this Section VII(a) shall rank pari passu with the rights of the Series B Preferred Stock. Thereafter, plus the Series A Preferred Stock will participate with the Common Stock on an additional amount equal as-converted basis as if Series A Preferred Stock was converted immediately prior to such liquidation, dissolution or winding up. (1) If in any dividends declared but unpaid on such shares, before any payments shall be made or any assets distributed to holders of any class of Ordinary Shares or Junior Securities. If, upon any such Liquidation Event, distribution described in Section VII(a) above the assets of the Company shall be insufficient, after payment to any Senior Securities, Corporation or proceeds thereof are not sufficient to pay the Liquidation Preferences (as defined below) in full to all holders of the Series A Preference Shares the amount required under the preceding sentence, then Preferred Stock and all remaining assets holders of any stock of the Company shall be distributed pro rata to holders of Corporation ranking equally with the Series A Preference Shares and Parity Securities. (c) After payment Preferred Stock as to such distribution, the amounts paid to the holders of the Series A Preference Shares of the amount required under Section 4(b) Preferred Stock and subject to the preferential rights of the holders of any Senior Securities of the Company, the remaining assets or surplus funds of the Company, if any, available for distribution to shareholders all such other stock shall be distributed paid pro rata among in accordance with the respective aggregate Liquidation Preferences of the holders of the Series A Preference Shares, any other class or series of shares that participates with the Ordinary Shares in the distribution of assets upon any Liquidation Event Preferred Stock and the Ordinary Shares, with the holders of all such other stock. In any such distribution, the “Liquidation Preference” of any holder of stock of the Corporation shall mean the amount otherwise payable to such holder in such distribution (assuming no limitation on the assets of the Corporation available for such distribution), including an amount equal to any declared but unpaid dividends (and, in the case of any holder of stock other than the Series A Preference Shares 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). (b) After the Stockholder Approvals Date, the Series A Preferred Stock shall, consistent with the requirements of 12 C.F.R. Section 217.20(b)(1) (or any successor regulation) with respect to common equity tier 1 capital, rank equally with, and have identical rights, preferences and privileges as, the Common Stock with respect to dividends or distributions (including regular quarterly dividends) declared by the Board and rights upon any liquidation, dissolution, winding up or similar proceeding of the Corporation, as provided in the Charter. (c) For purposes of this Section VII, the sale, conveyance, exchange or transfer (for cash, shares of stock, securities or other consideration) of all or substantially all of the property and assets of the Corporation shall not be deemed a voluntary or involuntary dissolution, liquidation or winding up of the affairs of the Corporation, nor shall the merger, consolidation or any other business combination transaction of the Corporation into or with any other corporation or Person or the merger, consolidation or any other business combination of any other corporation or Person into or with the Corporation be deemed to hold that number be a voluntary or involuntary dissolution, liquidation or winding up of Ordinary Shares into which such Series A Preference Shares are then convertiblethe affairs of the Corporation.

Rank; Liquidation. (a) The Series A Preference Shares F Preferred Stock shall rank: (i) in priority to all of the Ordinary Shares; (ii) in priority senior to any class or series of shares capital stock of the Company Corporation hereafter created specifically ranking by its terms subordinate junior to any the Series A Preference Shares F Preferred Stock (“Junior Securities”); (iiiii) pari passu on parity with the Common Stock and any other class or series of shares capital stock of the Company Corporation hereafter created specifically ranking by its terms pari passu on parity with the Series A Preference Shares F Preferred Stock (the “Parity Securities”); and (iviii) subordinate junior to the Series A Preferred Stock, Series B Preferred Stock, Series E Mirroring Preferred Stock and any other class or series of shares capital stock of the Company Corporation hereafter created specifically ranking by its terms in priority senior to any the Series A Preference Shares F Preferred Stock (“Senior Securities”), in each case, as to a distribution distributions of assets on a liquidation upon liquidation, dissolution or a return winding up of capital the Corporation, whether voluntarily or involuntarily (other than a conversion, redemption or purchase of sharesall such distributions being referred to collectively as “Distributions”). (b) Subject to the preferential prior and superior rights of the holders of any Senior Securities of the CompanyCorporation, upon on a liquidation liquidation, dissolution or a return winding up of capital the Corporation, whether voluntary or involuntary (other than a conversion, redemption or purchase of shares) (each, a “Liquidation EventLiquidation”), each holder of Series A Preference Shares Holder shall be entitled to receive, in priority preference to any distributions Distributions of any of the assets or surplus funds of the Company Corporation to the holders of the Ordinary Shares and Junior Securities Securities, and pari passu with any distribution Distribution to the holders of the Parity Securities, an equivalent amount equal to $.001 per of Distributions as would be paid on the Common Stock underlying the Series A Preference ShareF Preferred Stock, determined on an as-converted basis, plus an additional amount equal to any dividends declared but unpaid on such shares, before any payments shall be made or any assets distributed to holders of any class of Ordinary Shares or Junior Securities. If, upon any such Liquidation EventLiquidation, the assets of the Company Corporation shall be insufficient, after payment to any Senior Securities, insufficient to pay the holders Holders of shares of the Series A Preference Shares F Preferred Stock the amount required under the preceding sentence, then all remaining assets of the Company Corporation shall be distributed pro rata ratably to the Holders and holders of Parity Securities in accordance with the Series respective amounts that would be payable on all such securities if all amounts payable thereon were paid in full. A Preference Shares and Parity Securities. (c) After payment to Fundamental Transaction shall not be deemed a Liquidation unless the holders of the Series A Preference Shares of the amount required under Section 4(b) and subject to the preferential rights of the holders of any Senior Securities of the Company, the remaining assets or surplus funds of the Company, if any, available for distribution to shareholders Corporation expressly declares that such Fundamental Transaction shall be distributed pro rata among the holders of the Series A Preference Shares, any other class or series of shares that participates with the Ordinary Shares in the distribution of assets upon any Liquidation Event and the Ordinary Shares, with the holders of the Series A Preference Shares deemed to hold that number of Ordinary Shares into which such Series A Preference Shares are then convertibletreated as if it were a Liquidation.

Rank; Liquidation. (a) The Series A Preference Shares B Preferred Stock shall rank: rank (i) in priority senior to all of the Ordinary SharesCommon Stock; (ii) in priority senior to any class or series of shares capital stock of the Company Corporation hereafter created specifically ranking by its terms subordinate junior to any Series A Preference Shares B Preferred Stock (“Junior Securities”); (iii) pari passu on parity with all shares of the Corporation’s Series A Convertible Preferred Stock; (iv) on parity with any class or series of shares capital stock of the Company Corporation hereafter created specifically ranking by its terms pari passu on parity with the Series B Preferred Stock (together with the Corporation’s Series A Preference Shares (Convertible Preferred Stock, the “Parity Securities”); (v) junior to Class UA Preferred Stock, no par value; and (ivvi) subordinate junior to any class or series of shares capital stock of the Company Corporation hereafter created specifically ranking by its terms in priority senior to any Series A Preference Shares B Preferred Stock (“Senior Securities”), in each case, as to a distribution distributions of assets on a liquidation upon liquidation, dissolution or a return winding up of capital the Corporation, whether voluntarily or involuntarily (other than a conversion, redemption or purchase of sharesall such distributions being referred to collectively as “Distributions”). (b) Subject to the preferential prior and superior rights of the holders of Class UA Preferred Stock and any other Senior Securities of the CompanyCorporation, upon on a liquidation liquidation, dissolution or a return winding up of capital (other than a conversionthe Corporation, redemption whether voluntary or purchase of shares) (each, a “Liquidation Event”)involuntary, each holder of shares of Series A Preference Shares B Preferred Stock shall be entitled to receive, in priority preference to any distributions of any of the assets or surplus funds of the Company Corporation to the holders of the Ordinary Shares Common Stock and Junior Securities and pari passu with any distribution to the holders of Parity Securities, an amount equal to $.001 0.0001 per share of Series A Preference ShareB Preferred Stock, plus an additional amount equal to any dividends declared but unpaid on such shares, before any payments shall be made or any assets distributed to holders of any class of Ordinary Shares Common Stock or Junior Securities. If, upon any such Liquidation Eventliquidation, dissolution or winding up of the Corporation, the assets of the Company Corporation shall be insufficient, after payment to any Senior Securities, insufficient to pay the holders of shares of the Series A Preference Shares B Preferred Stock the amount required under the preceding sentence, then all remaining assets of the Company Corporation shall be distributed pro rata ratably to holders of the shares of the Series A Preference Shares B Preferred Stock and Parity Securities. (c) After payment to the holders of the Series A Preference Shares of the amount required under Section 4(b) and subject to the preferential rights of the holders of any Senior Securities of the Company, the remaining assets or surplus funds of the Company, if any, available for distribution to shareholders shall be distributed pro rata among the holders of the Series A Preference Shares, any other class or series of shares that participates with the Ordinary Shares in the distribution of assets upon any Liquidation Event and the Ordinary Shares, with the holders of the Series A Preference Shares deemed to hold that number of Ordinary Shares into which such Series A Preference Shares are then convertible.

Rank; Liquidation. (a) The Series A Preference Shares Preferred Stock shall rank: (i) in priority senior to all of the Ordinary SharesCommon Stock; (ii) in priority senior to any class or series of shares capital stock of the Company Corporation hereafter created specifically ranking by its terms subordinate junior to any Series A Preference Shares Preferred Stock (“Junior Securities”); (iii) pari passu on parity with any class or series of shares capital stock of the Company Corporation hereafter created specifically ranking by its terms pari passu on parity with the Series A Preference Shares Preferred Stock (“Parity Securities”); and (iv) subordinate junior to any class or series of shares capital stock of the Company Corporation hereafter created specifically ranking by its terms in priority senior to any Series A Preference Shares Preferred Stock (“Senior Securities”), in each case, as to a distribution dividends, distributions of assets on a liquidation upon liquidation, dissolution or a return winding up of capital (other than a conversionthe Corporation, redemption whether voluntarily or purchase of shares)involuntarily. The foregoing shall not preclude the Corporation from designating or issuing any Junior Securities, Parity Securities or Senior Securities. (b) Subject to the preferential prior and superior rights of the holders of any Senior Securities of the CompanyCorporation, upon on a liquidation liquidation, dissolution or a return winding up of capital (other than a conversionthe Corporation, redemption whether voluntary or purchase of shares) involuntary (each, a “Liquidation Event”), each holder of shares of Series A Preference Shares Preferred Stock shall be entitled to receive, in priority preference to any distributions of any of the assets or surplus funds of the Company Corporation to the holders of the Ordinary Shares Common Stock and Junior Securities and pari passu with any distribution to the holders of Parity Securities, an amount equal to $.001 0.0001 per share of Series A Preference SharePreferred Stock, plus an additional amount equal to any dividends declared but unpaid on such shares, before any payments shall be made or any assets distributed to holders of any class of Ordinary Shares Common Stock or Junior Securities. If, upon any such Liquidation Event, the assets of the Company Corporation shall be insufficient, after payment to any Senior Securities, insufficient to pay the holders of shares of the Series A Preference Shares Preferred Stock the amount required under the preceding sentence, then all remaining assets of the Company Corporation shall be distributed pro rata ratably to holders of the shares of the Series A Preference Shares Preferred Stock and Parity Securities. (c) After payment to the holders of shares of the Series A Preference Shares Preferred Stock of the amount required under Section 4(b5(b) and subject to the preferential prior and superior rights of the holders of any Senior Securities of the CompanyCorporation, the remaining assets or surplus funds of the CompanyCorporation, if any, available for distribution to shareholders stockholders shall be distributed pro rata ratably among the holders of the Series A Preference SharesPreferred Stock, any other class or series of shares capital stock that participates with the Ordinary Shares Common Stock in the distribution of assets upon any Liquidation Event and the Ordinary SharesCommon Stock, with the holders of the Series A Preference Shares Preferred Stock deemed to hold that number of Ordinary Shares shares of Common Stock into which such shares of Series A Preference Shares Preferred Stock are then convertible.

Rank; Liquidation. (a) The Series A Preference Shares C Preferred Stock shall rank: rank (i) in priority senior to all of the Ordinary SharesCommon Stock; (ii) in priority senior to any class or series of shares capital stock of the Company Corporation hereafter created specifically ranking by its terms subordinate junior to any Series A Preference Shares C Preferred Stock (“Junior Securities”); (iii) pari passu on parity with all shares of the Corporation’s Series A Convertible Preferred Stock; (iv) on parity with all shares of the Corporation’s Series B Convertible Preferred Stock; (v) on parity with any class or series of shares capital stock of the Company Corporation hereafter created specifically ranking by its terms pari passu on parity with the Series C Preferred Stock (together with the Corporation’s Series A Preference Shares (Convertible Preferred Stock and Series B Convertible Preferred Stock, the “Parity Securities”)) (vi) junior to Class UA Preferred Stock, no par value; and (ivvii) subordinate junior to any class or series of shares capital stock of the Company Corporation hereafter created specifically ranking by its terms in priority senior to any Series A Preference Shares C Preferred Stock (“Senior Securities”), in each case, as to a distribution distributions of assets on a liquidation upon liquidation, dissolution or a return winding up of capital the Corporation, whether voluntarily or involuntarily (other than a conversion, redemption or purchase of sharesall such distributions being referred to collectively as “Distributions”). (b) Subject to the preferential prior and superior rights of the holders of Class UA Preferred Stock and any other Senior Securities of the CompanyCorporation, upon on a liquidation liquidation, dissolution or a return winding up of capital (other than a conversionthe Corporation, redemption whether voluntary or purchase of shares) (each, a “Liquidation Event”)involuntary, each holder of shares of Series A Preference Shares C Preferred Stock shall be entitled to receive, in priority preference to any distributions of any of the assets or surplus funds of the Company Corporation to the holders of the Ordinary Shares Common Stock and Junior Securities and pari passu with any distribution to the holders of Parity Securities, an amount equal to $.001 0.0001 per share of Series A Preference ShareC Preferred Stock, plus an additional amount equal to any dividends declared but unpaid on such shares, before any payments shall be made or any assets distributed to holders of any class of Ordinary Shares Common Stock or Junior Securities. If, upon any such Liquidation Eventliquidation, dissolution or winding up of the Corporation, the assets of the Company Corporation shall be insufficient, after payment to any Senior Securities, insufficient to pay the holders of shares of the Series A Preference Shares C Preferred Stock the amount required under the preceding sentence, then all remaining assets of the Company Corporation shall be distributed pro rata ratably to holders of the shares of the Series A Preference Shares C Preferred Stock and Parity Securities. (c) After payment to the holders of the Series A Preference Shares of the amount required under Section 4(b) and subject to the preferential rights of the holders of any Senior Securities of the Company, the remaining assets or surplus funds of the Company, if any, available for distribution to shareholders shall be distributed pro rata among the holders of the Series A Preference Shares, any other class or series of shares that participates with the Ordinary Shares in the distribution of assets upon any Liquidation Event and the Ordinary Shares, with the holders of the Series A Preference Shares deemed to hold that number of Ordinary Shares into which such Series A Preference Shares are then convertible.

Rank; Liquidation. (a) a. The Series A Preference Shares D Preferred Stock shall rank: rank (i) in priority senior to all of the Ordinary Shares; Common Stock, and (ii) in priority senior to any class or series of shares capital stock of the Company Corporation hereafter created specifically ranking by its terms subordinate junior to any Series A Preference Shares D Preferred Stock (“Junior Securities”); (iii) pari passu on parity with all shares of the Corporation’s Series A Convertible Preferred Stock, Series B Convertible Preferred Stock and Series C Convertible Preferred Stock; (iv) on parity with any class or series of shares capital stock of the Company Corporation hereafter created specifically ranking by its terms pari passu on parity with the Series D Preferred Stock (together with the Corporation’s Series A Preference Shares (Convertible Preferred Stock, Series B Convertible Preferred Stock and Series C Convertible Preferred Stock, the “Parity Securities”); and (ivv) subordinate junior to any class or series of shares capital stock of the Company Corporation hereafter created specifically ranking by its terms in priority senior to any Series A Preference Shares D Preferred Stock (“Senior Securities”), in each case, as to a distribution distributions of assets on a liquidation upon liquidation, dissolution or a return winding up of capital (other than a conversionthe Corporation, redemption whether voluntarily or purchase of shares)involuntarily. (b) b. Subject to the preferential prior and superior rights of the holders of any Senior Securities of the CompanyCorporation, upon on a liquidation liquidation, dissolution or a return winding up of capital (other than a conversionthe Corporation, redemption whether voluntary or purchase of shares) (each, a “Liquidation Event”)involuntary, each holder of Series A Preference Shares Holder shall be entitled to receive, in priority preference to any distributions of any of the assets or surplus funds of the Company Corporation to the holders of the Ordinary Shares Common Stock and Junior Securities and pari passu with any distribution to the holders of Parity Securities, an amount equal to $.001 0.001 per share of Series A Preference ShareD Preferred Stock, plus an additional amount equal to any dividends declared but unpaid on such shares, before any payments shall be made or any assets distributed to holders of any class of Ordinary Shares Common Stock or Junior Securities, provided, however, if that if the amount payable on a per-share basis to the holders of Common Stock on any such liquidation, dissolution or winding up of the Corporation shall be greater than the foregoing liquidation preference that is payable to the holders of the Series D Preferred Stock, then the holders of Series D Preferred Stock shall instead receive, on an per-share and as-converted basis, the same assets or surplus funds that is to be distributed to the holders of Common Stock. If, upon any such Liquidation Eventliquidation, dissolution or winding up of the Corporation, the assets of the Company Corporation shall be insufficient, after payment to any Senior Securities, insufficient to pay the holders of shares of the Series A Preference Shares D Preferred Stock the amount required under the preceding sentence, then all remaining assets of the Company Corporation shall be distributed pro rata ratably to holders of the shares of the Series A Preference Shares D Preferred Stock and Parity Securities. (c) After payment to the holders of the Series A Preference Shares of the amount required under Section 4(b) and subject to the preferential rights of the holders of any Senior Securities of the Company, the remaining assets or surplus funds of the Company, if any, available for distribution to shareholders shall be distributed pro rata among the holders of the Series A Preference Shares, any other class or series of shares that participates with the Ordinary Shares in the distribution of assets upon any Liquidation Event and the Ordinary Shares, with the holders of the Series A Preference Shares deemed to hold that number of Ordinary Shares into which such Series A Preference Shares are then convertible.

Rank; Liquidation. (a) The Series A Preference Shares X1 Preferred Stock shall rank: (i) in priority to all of the Ordinary Shares; (ii) in priority senior to any class or series of shares capital stock of the Company Corporation hereafter created specifically ranking by its terms subordinate junior to any the Series A Preference Shares X1 Preferred Stock (““ Junior Securities”); (iiiii) pari passu on parity with the Common Stock and any other class or series of shares capital stock of the Company Corporation hereafter created specifically ranking by its terms pari passu on parity with the Series A Preference Shares X1 Preferred Stock (the “Parity Securities”); and (iviii) subordinate junior to any class or series of shares capital stock of the Company Corporation hereafter created specifically ranking by its terms in priority senior to any the Series A Preference Shares X1 Preferred Stock (“Senior Securities”), in each case, as to a distribution distributions of assets on a liquidation upon liquidation, dissolution or a return winding up of capital the Corporation, whether voluntarily or involuntarily (other than a conversion, redemption or purchase of sharesall such distributions being referred to collectively as “Distributions”). (b) Subject to the preferential prior and superior rights of the holders of any Senior Securities of the CompanyCorporation, upon on a liquidation liquidation, dissolution or a return winding up of capital the Corporation, whether voluntary or involuntary (other than a conversion, redemption or purchase of shares) (each, a “Liquidation EventLiquidation”), each holder of Series A Preference Shares Holder shall be entitled to receive, in priority preference to any distributions Distributions of any of the assets or surplus funds of the Company Corporation to the holders of the Ordinary Shares and Junior Securities Securities, and pari passu with any distribution Distribution to the holders of the Parity Securities, an equivalent amount equal of Distributions as would be paid on the Common Stock underlying the Series X1 Preferred Stock, determined on an as-converted basis (without regard to $.001 per Series A Preference Sharethe Beneficial Ownership Limitation), plus an additional amount equal to any dividends declared but unpaid on such shares, before any payments shall be made or any assets distributed to holders of any class of Ordinary Shares or Junior Securities. If, upon any such Liquidation EventLiquidation, the assets of the Company Corporation shall be insufficient, after payment to any Senior Securities, insufficient to pay the holders Holders of shares of the Series A Preference Shares X1 Preferred Stock the amount required under the preceding sentence, then all remaining assets of the Company Corporation shall be distributed pro rata ratably to the Holders and holders of Parity Securities in accordance with the Series respective amounts that would be payable on all such securities if all amounts payable thereon were paid in full. A Preference Shares and Parity Securities. (c) After payment to Fundamental Transaction shall not be deemed a Liquidation unless the holders of the Series A Preference Shares of the amount required under Section 4(b) and subject to the preferential rights of the holders of any Senior Securities of the Company, the remaining assets or surplus funds of the Company, if any, available for distribution to shareholders Corporation expressly declares that such Fundamental Transaction shall be distributed pro rata among the holders of the Series A Preference Shares, any other class or series of shares that participates with the Ordinary Shares in the distribution of assets upon any Liquidation Event and the Ordinary Shares, with the holders of the Series A Preference Shares deemed to hold that number of Ordinary Shares into which such Series A Preference Shares are then convertibletreated as if it were a Liquidation.

Rank; Liquidation. (a) The Series A Preference Shares C Preferred Stock shall rank: rank (i) in priority to all of the Ordinary Shares; (ii) in priority senior to any class or series of shares capital stock of the Company Corporation hereafter created specifically ranking by its terms subordinate junior to any Series A Preference Shares C Preferred Stock (collectively, the “Junior Securities”); (ii) on parity with the Common Stock; (iii) pari passu on parity with any class or series of shares capital stock of the Company Corporation hereafter created specifically ranking by its terms pari passu on parity with the Series A Preference Shares C Preferred Stock (together with the Common Stock, the “Parity Securities”); and (iv) subordinate junior to any class or series of shares capital stock of the Company Corporation hereafter created specifically ranking by its terms in priority senior to any Series A Preference Shares C Preferred Stock (“Senior Securities”), in each case, as to a distribution distributions of assets on a liquidation upon liquidation, dissolution or a return winding up of capital the Corporation, whether voluntarily or involuntarily (other than a conversion, redemption or purchase of sharesall such distributions being referred to collectively as “Distributions”). (b) . Subject to the preferential prior and superior rights of the holders of any Senior Securities of the CompanyCorporation, upon on a liquidation any liquidation, dissolution or a return winding up of capital the Corporation, whether voluntary or involuntary (other than a conversion, redemption or purchase of shares) (each, a “Liquidation EventLiquidation”), each holder of shares of Series A Preference Shares C Preferred Stock shall be entitled to receive, in priority preference to any distributions of any of the assets or surplus funds of the Company Corporation to the holders of the Ordinary Shares and Junior Securities and pari passu with any distribution to the holders of Parity Securities, an equivalent amount equal of Distributions as would be paid on the Common Stock underlying the Series C Preferred Stock, determined on an as-converted basis (without regard to $.001 per Series A Preference Shareany limitations on conversion), plus an additional amount equal to any dividends declared but unpaid on such shares, before any payments shall be made or any assets distributed to holders of any class of Ordinary Shares or Junior Securities. If, upon any such Liquidation Eventliquidation, dissolution or winding up of the Corporation, the assets of the Company Corporation shall be insufficient, after payment to any Senior Securities, insufficient to pay the holders of shares of the Series A Preference Shares C Preferred Stock the amount required under the preceding sentence, then all remaining assets of the Company shall be distributed pro rata to holders of the Series A Preference Shares and Parity Securities. (c) After payment to the holders of the Series A Preference Shares of the amount required under Section 4(b) and subject to the preferential rights of the holders of any Senior Securities of the Company, the remaining assets or surplus funds of the Company, if any, Corporation available for distribution to shareholders its stockholders shall be distributed pro rata pari passu among the holders of the shares of Series A Preference SharesC Preferred Stock and Parity Securities, any other class or series pro rata based on the number of shares that participates with held by each such holder, treating for this purpose all such securities as if they had been converted to Common Stock pursuant to the Ordinary Shares in the distribution of assets upon any Liquidation Event and the Ordinary Shares, with the holders terms of the Certificate of Incorporation (without regard to the Beneficial Ownership Limitation) immediately prior to such Liquidation. The Corporation shall mail written notice of any such Liquidation not less than 45 days prior to the payment date stated therein, to each Holder of shares of Series A Preference Shares deemed to hold that number of Ordinary Shares into which such Series A Preference Shares are then convertibleC Preferred Stock.

Rank; Liquidation. (a) The Series A Preference Shares X Preferred Stock shall rank: (i) in priority senior to all the Series ZZ Junior Participating Cumulative Preferred Stock of the Ordinary Shares; (ii) in priority Corporation and to any class or series of shares capital stock of the Company Corporation hereafter created specifically ranking by its terms subordinate junior to any Series A Preference Shares X Preferred Stock (““ Junior Securities”); (iiiii) pari passu on parity with the Common Stock, Series O Preferred Stock, and any other class or series of shares capital stock of the Company Corporation hereafter created specifically ranking by its terms pari passu on parity with the Series A Preference Shares X Preferred Stock (the “Parity Securities”); and (iviii) subordinate junior to any class or series of shares capital stock of the Company Corporation hereafter created specifically ranking by its terms in priority senior to any Series A Preference Shares X Preferred Stock (“Senior Securities”), in each case, as to a distribution distributions of assets on a liquidation upon liquidation, dissolution or a return winding up of capital the Corporation, whether voluntarily or involuntarily (other than a conversion, redemption or purchase of sharesall such distributions being referred to collectively as “Distributions”). (b) Subject to the preferential prior and superior rights of the holders of any Senior Securities of the CompanyCorporation, upon on a liquidation liquidation, dissolution or a return winding up of capital the Corporation, whether voluntary or involuntary (other than a conversion, redemption or purchase of shares) (each, a “Liquidation EventLiquidation”), each holder of Series A Preference Shares Holder shall be entitled to receive, in priority preference to any distributions Distributions of any of the assets or surplus funds of the Company Corporation to the holders of the Ordinary Shares and Junior Securities Securities, and pari passu with any distribution Distribution to the holders of the Parity Securities, an equivalent amount equal of Distributions as would be paid on the Common Stock underlying the Series X Preferred Stock, determined on an as-converted basis (without regard to $.001 per Series A Preference Sharethe Beneficial Ownership Limitation), plus an additional amount equal to any dividends declared but unpaid on such shares, before any payments shall be made or any assets distributed to holders of any class of Ordinary Shares or Junior Securities. If, upon any such Liquidation EventLiquidation, the assets of the Company Corporation shall be insufficient, after payment to any Senior Securities, insufficient to pay the holders Holders of shares of the Series A Preference Shares X Preferred Stock the amount required under the preceding sentence, then all remaining assets of the Company Corporation shall be distributed pro rata ratably to Holders and holders of Parity Securities in accordance with the Series respective amounts that would be payable on all such securities if all amounts payable thereon were paid in full. A Preference Shares and Parity Securities. (c) After payment to Fundamental Transaction shall not be deemed a Liquidation unless the holders of the Series A Preference Shares of the amount required under Section 4(b) and subject to the preferential rights of the holders of any Senior Securities of the Company, the remaining assets or surplus funds of the Company, if any, available for distribution to shareholders Corporation expressly declares that such Fundamental Transaction shall be distributed pro rata among the holders of the Series A Preference Shares, any other class or series of shares that participates with the Ordinary Shares in the distribution of assets upon any Liquidation Event and the Ordinary Shares, with the holders of the Series A Preference Shares deemed to hold that number of Ordinary Shares into which such Series A Preference Shares are then convertibletreated as if it were a Liquidation.

Rank; Liquidation. (a) The Series A Preference Shares C Preferred Stock shall rank: rank (i) in priority senior to all of the Ordinary SharesSeries A Junior Preferred Stock; (ii) in priority senior to any class or series of shares capital stock of the Company Corporation hereafter created specifically ranking by its terms subordinate junior to any Series C Preferred Stock and Series B Convertible Preferred Stock (collectively with the Series A Preference Shares (Junior Preferred Stock, the “Junior Securities”); (iii) pari passu on parity with the Common Stock; (iv) on parity with the Series B Convertible Preferred Stock; (v) on parity with any class or series of shares capital stock of the Company Corporation hereafter created specifically ranking by its terms pari passu on parity with the Series A Preference Shares C Preferred Stock (together with the Common Stock and Series B Convertible Preferred Stock, the “Parity Securities”); and (ivvi) subordinate junior to any class or series of shares capital stock of the Company Corporation hereafter created specifically ranking by its terms in priority senior to any Series A Preference Shares C Preferred Stock (“Senior Securities”), in each case, as to a distribution distributions of assets on a liquidation upon liquidation, dissolution or a return winding up of capital the Corporation, whether voluntarily or involuntarily (other than a conversion, redemption or purchase of sharesall such distributions being referred to collectively as “Distributions”). (b) Subject to the preferential prior and superior rights of the holders of any Senior Securities of the CompanyCorporation, upon on a liquidation liquidation, dissolution or a return winding up of capital (other than a conversionthe Corporation, redemption whether voluntary or purchase of shares) (each, a “Liquidation Event”)involuntary, each holder of shares of Series A Preference Shares C Preferred Stock shall be entitled to receive, in priority preference to any distributions of any of the assets or surplus funds of the Company Corporation to the holders of the Ordinary Shares and Junior Securities and pari passu with any distribution to the holders of Parity Securities, an equivalent amount equal of Distributions as would be paid on the Common Stock underlying the Series C Preferred Stock, determined on an as-converted basis (without regard to $.001 per Series A Preference Shareany limitations on conversion), plus an additional amount equal to any dividends declared but unpaid on such shares, before any payments shall be made or any assets distributed to holders of any class of Ordinary Shares or Junior Securities. If, upon any such Liquidation Eventliquidation, dissolution or winding up of the Corporation, the assets of the Company Corporation shall be insufficient, after payment to any Senior Securities, insufficient to pay the holders of shares of the Series A Preference Shares C Preferred Stock the amount required under the preceding sentence, then all remaining assets of the Company Corporation shall be distributed pro rata ratably to holders of the shares of the Series A Preference Shares C Preferred Stock and Parity Securities. (c) After payment to the holders of the Series A Preference Shares of the amount required under Section 4(b) and subject to the preferential rights of the holders of any Senior Securities of the Company, the remaining assets or surplus funds of the Company, if any, available for distribution to shareholders shall be distributed pro rata among the holders of the Series A Preference Shares, any other class or series of shares that participates with the Ordinary Shares in the distribution of assets upon any Liquidation Event and the Ordinary Shares, with the holders of the Series A Preference Shares deemed to hold that number of Ordinary Shares into which such Series A Preference Shares are then convertible.

Rank; Liquidation. (a) The Series A Preference Shares X Preferred Stock shall rank: (i) in priority to all of the Ordinary Shares; (ii) in priority senior to any class or series of shares capital stock of the Company Corporation hereafter created specifically ranking by its terms subordinate junior to any Series A Preference Shares X Preferred Stock (“Junior Securities”); (iiiii) pari passu on parity with the Common Stock and any other class or series of shares capital stock of the Company Corporation hereafter created specifically ranking by its terms pari passu on parity with the Series A Preference Shares X Preferred Stock (the “Parity Securities”); and (iviii) subordinate junior to any class or series of shares capital stock of the Company Corporation hereafter created specifically ranking by its terms in priority senior to any Series A Preference Shares X Preferred Stock (“Senior Securities”), in each case, as to a distribution distributions of assets on a liquidation upon liquidation, dissolution or a return winding up of capital the Corporation, whether voluntarily or involuntarily (other than a conversion, redemption or purchase of sharesall such distributions being referred to collectively as “Distributions”). (b) Subject to the preferential prior and superior rights of the holders of any Senior Securities of the CompanyCorporation, upon on a liquidation liquidation, dissolution or a return winding up of capital (other than a conversionthe Corporation, redemption whether voluntary or purchase of shares) (each, a “Liquidation Event”)involuntary, each holder Holder of shares of Series A Preference Shares X Preferred Stock shall be entitled to receive, in priority preference to any distributions Distributions of any of the assets or surplus funds of the Company Corporation to the holders of the Ordinary Shares and Junior Securities Securities, and pari passu with any distribution Distribution to the holders of the Parity Securities, an equivalent amount equal of Distributions as would be paid on the Common Stock underlying the Series X Preferred Stock, determined on an as-converted basis (without regard to $.001 per Series A Preference Sharethe Beneficial Ownership Limitation), plus an additional amount equal to any dividends declared but unpaid on such shares, before any payments shall be made or any assets distributed to holders of any class of Ordinary Shares or Junior Securities. If, upon any such Liquidation Eventliquidation, dissolution or winding up of the Corporation, the assets of the Company Corporation shall be insufficient, after payment to any Senior Securities, insufficient to pay the holders Holders of shares of the Series A Preference Shares X Preferred Stock the amount required under the preceding sentence, then all remaining assets of the Company Corporation shall be distributed pro rata ratably to holders Holders of the shares of the Series A Preference Shares X Preferred Stock and holders of Parity Securities. (c) After payment to the holders of the Series A Preference Shares of the amount required under Section 4(b) and subject to the preferential rights of the holders of any Senior Securities of the Company, the remaining assets or surplus funds of the Company, if any, available for distribution to shareholders shall be distributed pro rata among the holders of the Series A Preference Shares, any other class or series of shares that participates with the Ordinary Shares in the distribution of assets upon any Liquidation Event and the Ordinary Shares, with the holders of the Series A Preference Shares deemed to hold that number of Ordinary Shares into which such Series A Preference Shares are then convertible.

Rank; Liquidation. (a) The Series A Preference Shares B Preferred Stock shall rank: rank (i) in priority senior to all of the Ordinary SharesCommon Stock; (ii) in priority senior to any class or series of shares capital stock of the Company Corporation hereafter created specifically ranking by its terms subordinate junior to any Series A Preference Shares B Preferred Stock (“Junior Securities”); (iii) pari passu on parity with the Series A Preferred Stock and any other class or series of shares capital stock of the Company Corporation hereafter created specifically ranking by its terms pari passu on parity with the Series A Preference Shares B Preferred Stock (“Parity Securities”); and (iv) subordinate junior to any class or series of shares capital stock of the Company Corporation hereafter created specifically ranking by its terms in priority senior to any Series A Preference Shares B Preferred Stock (“Senior Securities”), in each case, as to a distribution distributions of assets on a liquidation upon liquidation, dissolution or a return winding up of capital (other than a conversionthe Corporation, redemption whether voluntarily or purchase of shares)involuntarily. (b) Subject to the preferential prior and superior rights of the holders of any Senior Securities of the CompanyCorporation, upon on a liquidation liquidation, dissolution or a return winding up of capital (other than a conversionthe Corporation, redemption whether voluntary or purchase of shares) (each, a “Liquidation Event”)involuntary, each holder of Series A Preference Shares Holder shall be entitled to receive, prior and in priority preference to any distributions of any of the assets or surplus funds of the Company Corporation to the holders of the Ordinary Shares Common Stock and Junior Securities and pari passu with any distribution to the holders of Parity Securities, an amount per share of Series B Preferred Stock held by such Holder equal to $.001 per Series A the Liquidation Preference Share, plus an additional amount equal to any dividends accrued and unpaid and/or declared but unpaid on such shares, before any payments shall be made or any assets distributed to holders share of any class of Ordinary Shares or Junior SecuritiesSeries B Preferred Stock. If, upon any such Liquidation Eventliquidation, dissolution or winding up of the Corporation, the assets of the Company Corporation shall be insufficient, after payment to any Senior Securities, insufficient to pay the holders of shares of the Series A Preference Shares B Preferred Stock the amount required under the preceding sentence, then all remaining assets of the Company Corporation shall be distributed pro rata ratably to holders of the shares of the Series A Preference Shares B Preferred Stock and holders of shares of Parity Securities in proportion to the respective amounts which would otherwise be payable in respect of the shares of Series B Preferred Stock and Parity SecuritiesSecurities held by them upon such distribution if all amounts payable on or with respect to such shares of Series B Preferred Stock and Parity Securities were paid in full. (c) After Upon a liquidation, dissolution or winding up of the Corporation, after payment in full of all preferential amounts required to be paid to the Holders under Section 5(b), all preferential amounts required to be paid to the holders of the Series A Preference Shares of the amount required under Section 4(b) and subject all Parity Securities pursuant to the preferential rights of terms thereof and all amounts that are required to be paid to the holders of all Junior Securities pursuant to the terms thereof prior and in preference to the distribution of any amounts to the holders of Common Stock, the Holders shall be entitled to participate with the holders of Senior Securities then outstanding, the holders of Parity Securities then outstanding, the holders of Junior Securities then outstanding and the holders of Common Stock then outstanding (collectively, the “Section 5(c) Participating Holders”), pro rata as a single class based on the number of outstanding shares of Common Stock on an as-converted basis (assuming exercise of the Companyunderlying Pre-Funded Warrants and the underlying Coverage Warrants) held by each of the Section 5(c) Participating Holders as of immediately prior to the liquidation, dissolution or winding up of the Corporation, in the distribution of all the remaining assets or surplus and funds of the Company, if any, Corporation available for distribution to shareholders shall be distributed pro rata among the holders of the Series A Preference Shares, any other class or series of shares that participates with the Ordinary Shares in the distribution of assets upon any Liquidation Event and the Ordinary Shares, with the holders of the Series A Preference Shares deemed to hold that number of Ordinary Shares into which such Series A Preference Shares are then convertibleits stockholders.

Rank; Liquidation. (a) The Series A Preference Shares Preferred Stock shall rank: rank (i) in priority senior to all of the Ordinary SharesCommon Stock; (ii) in priority senior to any class or series of shares capital stock of the Company Corporation hereafter created specifically ranking by its terms subordinate junior to any Series A Preference Shares Preferred Stock (“Junior Securities”); (iii) pari passu on parity with any class or series of shares capital stock of the Company Corporation hereafter created specifically ranking by its terms pari passu on parity with the Series A Preference Shares Preferred Stock (the “Parity Securities”); and (iv) subordinate junior to any class or series of shares capital stock of the Company Corporation hereafter created specifically ranking by its terms in priority senior to any Series A Preference Shares Preferred Stock (“Senior Securities”), in each case, as to a distribution distributions of assets on a liquidation upon liquidation, dissolution or a return winding up of capital the Corporation, whether voluntarily or involuntarily (other than a conversion, redemption or purchase of shares)all such distributions being referred to collectively as “Distributions”) and/or the right to receive dividends. (b) Subject to the preferential prior and superior rights of the holders of any Senior Securities of the CompanyCorporation, upon on a liquidation liquidation, dissolution or a return winding up of capital (other than a conversionthe Corporation, redemption whether voluntary or purchase of shares) (each, a “Liquidation Event”)involuntary, each holder of Series A Preference Shares Holder shall be entitled to receive, in priority preference to any distributions of any of the assets or surplus funds of the Company Corporation to the holders of the Ordinary Shares Common Stock and Junior Securities and pari passu with any distribution to the holders of Parity Securities, (i) an amount equal to $.001 0.0001 per share of Series A Preference SharePreferred Stock, plus an additional amount equal to any dividends declared but unpaid on such shares, plus (ii) such amount per share as would have been payable to such Holder if all shares of Series A Preferred Stock held by such Holder had been converted to Common Stock pursuant to Section 6 hereof (without giving effect to any limitation on conversion pursuant to Section 6(c) thereof) immediately prior to such liquidation, dissolution or winding up of the Corporation, before any payments shall be made or any assets distributed to holders of any class of Ordinary Shares Common Stock or Junior Securities; provided, however, that, in the event that the assets to be distributed pursuant to this clause (ii) constitute equity securities or convertible securities of the Corporation (or any successor thereof) and, following any such distribution, any Holder (together with its Attribution Parties) would hold or have a right to acquire greater than 19.99% of the number of shares of Common Stock or voting power of the Corporation (or any successor thereof) outstanding immediately after giving effect to all such distributions (such amount of securities being referred to as the “Surplus Amount”), then, unless the distribution thereof is approved by the stockholders of the Corporation, such Holder or any of its Attribution Parties shall be entitled to receive in lieu of such securities and in the sole discretion of the Corporation, either (x) the Surplus Amount of securities of the Corporation (or any successor thereof) with substantially similar preferences, rights, privileges, powers of, and restrictions provided for the benefit of the Series A Preferred Stock or (y) the equivalent monetary value in cash of such Surplus Amount from the Corporation (or any successor thereof), as determined by the Board of Directors. If, upon any such Liquidation Eventliquidation, dissolution or winding up of the Corporation, the assets of the Company Corporation shall be insufficient, after payment to any Senior Securities, insufficient to pay the holders of the Series A Preference Shares Holders the amount required under the preceding sentence, then all remaining assets of the Company Corporation shall be distributed pro rata to holders of the shares of the Series A Preference Shares Preferred Stock and Parity Securities. (c) After payment to the holders of the Series A Preference Shares of the amount required under Section 4(b) and subject to the preferential rights of the holders of any Senior Securities of the Company, the remaining assets or surplus funds of the Company, if any, available for distribution to shareholders shall be distributed pro rata among the holders of the Series A Preference Shares, any other class or series of shares that participates with the Ordinary Shares in the distribution of assets upon any Liquidation Event and the Ordinary Shares, with the holders of the Series A Preference Shares deemed to hold that number of Ordinary Shares into which such Series A Preference Shares are then convertible.

Rank; Liquidation. (a) The Series A Preference Shares Preferred Stock shall rank: (i) in priority senior to all of the Ordinary SharesCommon Stock; (ii) in priority senior to any class or series of shares capital stock of the Company Corporation hereafter created specifically ranking by its terms subordinate junior to any Series A Preference Shares Preferred Stock (“Junior Securities”); (iii) pari passu on parity with all shares of the Corporation’s Series A Convertible Preferred Stock; (iv) on parity with any class or series of shares capital stock of the Company Corporation hereafter created specifically ranking by its terms pari passu on parity with the Series A Preference Shares Preferred Stock (together with the Corporation’s Series A Convertible Preferred Stock, the “Parity Securities”); (v) junior to Series B-1 Non-Voting Convertible Preferred Stock (the “Series B-1 Preferred Stock”); (vi) junior to Series B-2 Voting Convertible Preferred Stock (the “Series B-2 Preferred Stock” and, together with the Series B-1 Preferred Stock, the “Series B Preferred Stock”)); and (ivvii) subordinate junior to any class or series of shares capital stock of the Company Corporation hereafter created specifically ranking by its terms in priority senior to any Series A Preference Shares Preferred Stock (“Senior Securities”), in each case, as to a distribution distributions of assets on a liquidation upon liquidation, dissolution or a return winding up of capital the Corporation, whether voluntarily or involuntarily (other than a conversion, redemption or purchase of sharesall such distributions being referred to collectively as “Distributions”). (b) Subject to the preferential prior and superior rights of the holders of Series B Preferred Stock and any other Senior Securities of the CompanyCorporation, upon on a liquidation liquidation, dissolution or a return winding up of capital (other than a conversionthe Corporation, redemption whether voluntary or purchase of shares) (each, a “Liquidation Event”)involuntary, each holder of shares of Series A Preference Shares Preferred Stock shall be entitled to to: (i) receive, in priority preference to any distributions of any of the assets or surplus funds of the Company Corporation to the holders of the Ordinary Shares Common Stock and Junior Securities and pari passu with any distribution to the holders of Parity Securities, an amount equal to $.001 per Series A Preference Share, plus an additional amount equal to any dividends declared but unpaid on such shares, before any payments shall be made or any assets distributed to holders of any class of Ordinary Shares Common Stock or Junior Securities, and (ii) participate pari passu with the holders of Common Stock (on an as-converted basis, without regard to the Beneficial Ownership Limitation) in the remaining distribution of the net assets of the Corporation available for distribution. If, upon any such Liquidation Eventliquidation, dissolution or winding up of the Corporation, the assets of the Company Corporation shall be insufficient, after payment to any Senior Securities, insufficient to pay the holders of shares of the Series A Preference Shares Preferred Stock the amount required under clause (i) of the preceding sentence, then all remaining assets of the Company Corporation shall be distributed pro rata ratably to holders of the shares of the Series A Preference Shares Preferred Stock and Parity Securities. (c) After payment to the holders of the Series A Preference Shares of the amount required under Section 4(b) and subject to the preferential rights of the holders of any Senior Securities of the Company, the remaining assets or surplus funds of the Company, if any, available for distribution to shareholders shall be distributed pro rata among the holders of the Series A Preference Shares, any other class or series of shares that participates with the Ordinary Shares in the distribution of assets upon any Liquidation Event and the Ordinary Shares, with the holders of the Series A Preference Shares deemed to hold that number of Ordinary Shares into which such Series A Preference Shares are then convertible.

Rank; Liquidation. (a) The Series A Preference Shares D Preferred Stock shall rank: (i) in priority senior to all of the Ordinary SharesCommon Stock; (ii) in priority senior to any class or series of shares capital stock of the Company Corporation hereafter created specifically ranking by its terms subordinate junior to any Series A Preference Shares D Preferred Stock (“Junior Securities”); (iii) pari passu on parity with all shares of the Corporation’s Series A Convertible Preferred Stock, Series B Convertible Preferred Stock and Series C Convertible Preferred Stock; (iv) on parity with any class or series of shares capital stock of the Company Corporation hereafter created specifically ranking by its terms pari passu on parity with the Series D Preferred Stock (together with the Corporation’s Series A Preference Shares (Convertible Preferred Stock, Series B Convertible Preferred Stock and Series C Convertible Preferred Stock, the “Parity Securities”); and (ivv) subordinate junior to any class or series of shares capital stock of the Company Corporation hereafter created specifically ranking by its terms in priority senior to any Series A Preference Shares D Preferred Stock (“Senior Securities”), in each case, as to a distribution distributions of assets on a liquidation upon liquidation, dissolution or a return winding up of capital the Corporation, whether voluntarily or involuntarily (other than a conversion, redemption or purchase of shares)all such distributions being referred to collectively as “Distributions”) and/or as to the right to receive dividends. (b) Subject to the preferential prior and superior rights of the holders of any Senior Securities of the CompanyCorporation, upon on a liquidation liquidation, dissolution or a return winding up of capital (other than a conversionthe Corporation, redemption whether voluntary or purchase of shares) (each, a “Liquidation Event”)involuntary, each holder of shares of Series A Preference Shares D Preferred Stock shall be entitled to receive, in priority preference to any distributions of any of the assets or surplus funds of the Company Corporation to the holders of the Ordinary Shares Common Stock and Junior Securities and pari passu with any distribution to the holders of Parity Securities, an amount equal to $.001 per share of Series A Preference ShareD Preferred Stock, plus an additional amount equal to any dividends declared but unpaid on such shares, before any payments shall be made or any assets distributed to holders of any class of Ordinary Shares Common Stock or Junior Securities. If, upon any such Liquidation Eventliquidation, dissolution or winding up of the Corporation, the assets of the Company Corporation shall be insufficient, after payment to any Senior Securities, insufficient to pay the holders of shares of the Series A Preference Shares D Preferred Stock the amount required under the preceding sentence, then all remaining assets of the Company Corporation shall be distributed pro rata ratably to holders of the shares of the Series A Preference Shares D Preferred Stock and Parity Securities. (c) . After payment to the holders such preferential payment, each holder of the shares of Series A Preference Shares of the amount required under Section 4(b) and subject to the preferential rights of the holders of any Senior Securities of the Company, the remaining assets or surplus funds of the Company, if any, available for distribution to shareholders D Preferred Stock shall be distributed pro rata among the holders of the Series A Preference Shares, any other class or series of shares that participates with the Ordinary Shares in the distribution of assets upon any Liquidation Event and the Ordinary Shares, entitled to participate pari passu with the holders of Common Stock (on an as-converted basis, without regard to the Series A Preference Shares deemed to hold that number Beneficial Ownership Limitation) and holders of Ordinary Shares into which such Series A Preference Shares are then convertibleParity Securities in the remaining distribution of the net assets of the Corporation available for distribution.

Rank; Liquidation. (a) The Series A Preference Shares C Preferred Stock shall rank: rank (i) in priority senior to all of the Ordinary SharesCommon Stock; (ii) in priority senior to any class or series of shares capital stock of the Company Corporation hereafter created specifically ranking by its terms subordinate junior to any Series A Preference Shares C Preferred Stock (“"Junior Securities”"); (iii) pari passu on parity with any class or series of shares capital stock of the Company Corporation hereafter created specifically ranking by its terms pari passu on parity with the Series A Preference Shares C Preferred Stock (“"Parity Securities”"); and (iv) subordinate junior to any class or series of shares capital stock of the Company Corporation hereafter created specifically ranking by its terms in priority senior to any Series A Preference Shares C Preferred Stock (“"Senior Securities”"), in each case, as to a distribution distributions of assets on a liquidation upon liquidation, dissolution or a return winding up of capital (other than a conversionthe Corporation, redemption whether voluntarily or purchase of shares)involuntarily. (b) Subject to the preferential prior and superior rights of the holders of any Senior Securities of the CompanyCorporation, upon on a liquidation liquidation, dissolution or a return winding up of capital (other than a conversionthe Corporation, redemption whether voluntary or purchase of shares) (each, a “Liquidation Event”)involuntary, each holder of Series A Preference Shares Holder shall be entitled to receive, in priority preference to any distributions of any of the assets or surplus funds of the Company Corporation to the holders of the Ordinary Shares Common Stock and Junior Securities and pari passu with any distribution to the holders of Parity Securities, an amount equal to $.001 per Series A the Liquidation Preference Share, plus an additional amount equal to any dividends accrued and unpaid and/or declared but unpaid on such shares, before any payments shall be made or any assets distributed to holders of any class of Ordinary Shares Common Stock or Junior Securities. If, upon any such Liquidation Eventliquidation, dissolution or winding up of the Corporation, the assets of the Company Corporation shall be insufficient, after payment to any Senior Securities, insufficient to pay the holders of shares of the Series A Preference Shares C Preferred Stock the amount required under the preceding sentence, then all remaining assets of the Company Corporation shall be distributed pro rata ratably to holders of the shares of the Series A Preference Shares C Preferred Stock and Parity Securities. (c) After payment to the holders of the Series A Preference Shares of the amount required under Section 4(b) and subject to the preferential rights of the holders of any Senior Securities of the Company, the remaining assets or surplus funds of the Company, if any, available for distribution to shareholders shall be distributed pro rata among the holders of the Series A Preference Shares, any other class or series of shares that participates with the Ordinary Shares in the distribution of assets upon any Liquidation Event and the Ordinary Shares, with the holders of the Series A Preference Shares deemed to hold that number of Ordinary Shares into which such Series A Preference Shares are then convertible.

Rank; Liquidation. (a) The Series A Preference Shares Preferred Stock shall rank: rank (i) in priority senior to all of the Ordinary SharesCommon Stock; (ii) in priority senior to any class or series of shares capital stock of the Company Corporation hereafter created specifically ranking by its terms subordinate junior to any Series A Preference Shares Preferred Stock (“Junior Securities”); (iii) pari passu on parity with any class or series of shares capital stock of the Company hereafter Corporation created specifically ranking by its terms pari passu on parity with the Series A Preference Shares Preferred Stock (“Parity Securities”); and (iv) subordinate junior to any class or series of shares capital stock of the Company Corporation hereafter created specifically ranking by its terms in priority senior to any Series A Preference Shares Preferred Stock (“Senior Securities”), in each case, as to a distribution distributions of assets on a liquidation upon liquidation, dissolution or a return winding up of capital (other than a conversionthe Corporation, redemption whether voluntarily or purchase of shares)involuntarily. (b) Subject to the preferential any superior liquidation rights of the holders of any Senior Securities of the CompanyCorporation, upon on a liquidation the liquidation, dissolution or a return winding up of capital the Corporation (other than in connection with a conversion, redemption or purchase of shares) (each, a “Liquidation Event”Fundamental Transaction), whether voluntary or involuntary, each holder of Series A Preference Shares Holder shall be entitled to receivereceive for each share of Series A Preferred Stock, in priority preference to any distributions of any of the assets or surplus funds of the Company Corporation to the holders of the Ordinary Shares Common Stock and Junior Securities and pari passu with any distribution to the holders of Parity Securities, an amount equal to $.001 per the Series A Preference ShareLiquidation Preference, plus an additional amount equal to any dividends declared but unpaid on such sharesthereon, before any payments shall be made or any assets distributed to holders of any class of Ordinary Shares Common Stock or Junior Securities. If, upon any such Liquidation Eventand thereafter, the assets Holders of the Company shall be insufficient, after payment to any Senior Securities, to pay the holders shares of the Series A Preference Shares the amount required under the preceding sentence, then all Preferred Stock shall share ratably in any distributions and payments of any remaining assets of the Company shall be distributed pro rata Corporation, on an as converted basis (without giving effect to holders of the Series A Preference Shares and Parity Securities. (c) After payment to any limitations on conversion set forth in this Certificate), with the holders of the Series A Preference Shares of the amount required under Section 4(b) Common Stock and subject to the preferential rights of with the holders of any Senior Securities shares of the Company, the remaining assets or surplus funds of the Company, if any, available for distribution to shareholders shall be distributed pro rata among the holders of the Series A Preference Shares, any other class or series of shares that participates with the Ordinary Shares in the distribution of assets upon any Liquidation Event and the Ordinary Shares, with the holders capital stock of the Series A Preference Shares deemed Corporation entitled to hold that number share in such remaining assets of Ordinary Shares into which such Series A Preference Shares are then convertiblethe Corporation on an as converted to Common Stock basis.

Rank; Liquidation. (a) The Series A Preference Shares D Preferred Stock shall rank: rank (i) in priority senior to all of the Ordinary SharesCommon Stock; (ii) in priority senior to any class or series of shares capital stock of the Company Corporation hereafter created specifically ranking by its terms subordinate junior to any Series A Preference Shares D Preferred Stock (“Junior Securities”); (iii) pari passu on parity with all shares of the Corporation’s Series A Convertible Preferred Stock; (iv) on parity with all shares of the Corporation’s Series B Convertible Preferred Stock; (v) on parity with all shares of the Corporation’s Series C Convertible Preferred Stock; (vi) on parity with any class or series of shares capital stock of the Company Corporation hereafter created specifically ranking by its terms pari passu on parity with the Series D Preferred Stock (together with the Corporation’s Series A Preference Shares (Convertible Preferred Stock, Series B Convertible Preferred Stock and Series C Convertible Preferred Stock, the “Parity Securities”); (vii) junior to Class UA Preferred Stock, no par value; and (ivviii) subordinate junior to any class or series of shares capital stock of the Company Corporation hereafter created specifically ranking by its terms in priority senior to any Series A Preference Shares D Preferred Stock (“Senior Securities”), in each case, as to a distribution distributions of assets on a liquidation upon liquidation, dissolution or a return winding up of capital the Corporation, whether voluntarily or involuntarily (other than a conversion, redemption or purchase of sharesall such distributions being referred to collectively as “Distributions”). (b) Subject to the preferential prior and superior rights of the holders of Class UA Preferred Stock and any other Senior Securities of the CompanyCorporation, upon on a liquidation liquidation, dissolution or a return winding up of capital (other than a conversionthe Corporation, redemption whether voluntary or purchase of shares) (each, a “Liquidation Event”)involuntary, each holder of shares of Series A Preference Shares D Preferred Stock shall be entitled to receive, in priority preference to any distributions of any of the assets or surplus funds of the Company Corporation to the holders of the Ordinary Shares Common Stock and Junior Securities and pari passu with any distribution to the holders of Parity Securities, an amount equal to $.001 0.0001 per share of Series A Preference ShareD Preferred Stock, plus an additional amount equal to any dividends declared but unpaid on such shares, before any payments shall be made or any assets distributed to holders of any class of Ordinary Shares Common Stock or Junior Securities. If, upon any such Liquidation Eventliquidation, dissolution or winding up of the Corporation, the assets of the Company Corporation shall be insufficient, after payment to any Senior Securities, insufficient to pay the holders of shares of the Series A Preference Shares D Preferred Stock the amount required under the preceding sentence, then all remaining assets of the Company Corporation shall be distributed pro rata ratably to holders of the shares of the Series A Preference Shares D Preferred Stock and Parity Securities. (c) After payment to the holders of the Series A Preference Shares of the amount required under Section 4(b) and subject to the preferential rights of the holders of any Senior Securities of the Company, the remaining assets or surplus funds of the Company, if any, available for distribution to shareholders shall be distributed pro rata among the holders of the Series A Preference Shares, any other class or series of shares that participates with the Ordinary Shares in the distribution of assets upon any Liquidation Event and the Ordinary Shares, with the holders of the Series A Preference Shares deemed to hold that number of Ordinary Shares into which such Series A Preference Shares are then convertible.

Rank; Liquidation. (a) The Series A Preference Shares C Preferred Stock shall rank: (i) in priority senior to all of the Ordinary SharesCommon Stock; (ii) in priority senior to any class or series of shares capital stock of the Company Corporation hereafter created specifically ranking by its terms subordinate junior to any Series A Preference Shares C Preferred Stock (“Junior Securities”); (iii) pari passu on parity with all shares of the Corporation’s Series A Convertible Preferred Stock and Series B Convertible Preferred Stock; (iv) on parity with any class or series of shares capital stock of the Company Corporation hereafter created specifically ranking by its terms pari passu on parity with the Series C Preferred Stock (together with the Corporation’s Series A Preference Shares (Convertible Preferred Stock and Series B Convertible Preferred Stock, the “Parity Securities”); and (ivv) subordinate junior to any class or series of shares capital stock of the Company Corporation hereafter created specifically ranking by its terms in priority senior to any Series A Preference Shares C Preferred Stock (“Senior Securities”), in each case, as to a distribution distributions of assets on a liquidation upon liquidation, dissolution or a return winding up of capital the Corporation, whether voluntarily or involuntarily (other than a conversion, redemption or purchase of shares)all such distributions being referred to collectively as “Distributions”) and/or as to the right to receive dividends. (b) Subject to the preferential prior and superior rights of the holders of any Senior Securities of the CompanyCorporation, upon on a liquidation liquidation, dissolution or a return winding up of capital (other than a conversionthe Corporation, redemption whether voluntary or purchase of shares) (each, a “Liquidation Event”)involuntary, each holder of shares of Series A Preference Shares C Preferred Stock shall be entitled to receive, in priority preference to any distributions of any of the assets or surplus funds of the Company Corporation to the holders of the Ordinary Shares Common Stock and Junior Securities and pari passu with any distribution to the holders of Parity Securities, an amount equal to $.001 per share of Series A Preference ShareC Preferred Stock, plus an additional amount equal to any dividends declared but unpaid on such shares, before any payments shall be made or any assets distributed to holders of any class of Ordinary Shares Common Stock or Junior Securities. If, upon any such Liquidation Eventliquidation, dissolution or winding up of the Corporation, the assets of the Company Corporation shall be insufficient, after payment to any Senior Securities, insufficient to pay the holders of shares of the Series A Preference Shares C Preferred Stock the amount required under the preceding sentence, then all remaining assets of the Company Corporation shall be distributed pro rata ratably to holders of the shares of the Series A Preference Shares C Preferred Stock and Parity Securities. (c) . After payment to the holders such preferential payment, each holder of the shares of Series A Preference Shares of the amount required under Section 4(b) and subject to the preferential rights of the holders of any Senior Securities of the Company, the remaining assets or surplus funds of the Company, if any, available for distribution to shareholders C Preferred Stock shall be distributed pro rata among the holders of the Series A Preference Shares, any other class or series of shares that participates with the Ordinary Shares in the distribution of assets upon any Liquidation Event and the Ordinary Shares, entitled to participate pari passu with the holders of Common Stock (on an as-converted basis, without regard to the Series A Preference Shares deemed to hold that number Beneficial Ownership Limitation) and holders of Ordinary Shares into which such Series A Preference Shares are then convertibleParity Securities in the remaining distribution of the net assets of the Corporation available for distribution.

Rank; Liquidation. (a) The Series A Preference Shares E Preferred Stock shall rank: rank (i) in priority senior to all of the Ordinary SharesCommon Stock; (ii) in priority senior to any class or series of shares capital stock of the Company Corporation hereafter created specifically ranking by its terms subordinate junior to any Series A Preference Shares E Preferred Stock (“Junior Securities”); (iii) pari passu on parity with all shares of the Corporation’s Series A Convertible Preferred Stock; (iv) on parity with all shares of the Corporation’s Series B Convertible Preferred Stock; (v) on parity with all shares of the Corporation’s Series C Convertible Preferred Stock; (vi) on parity with all shares of the Corporation’s Series D Convertible Preferred Stock; (vii) on parity with any class or series of shares capital stock of the Company Corporation hereafter created specifically ranking by its terms pari passu on parity with the Series E Preferred Stock (together with the Corporation’s Series A Preference Shares (Convertible Preferred Stock, Series B Convertible Preferred Stock, Series C Convertible Preferred Stock and Series D Convertible Preferred Stock, the “Parity Securities”); (viii) junior to Class UA Preferred Stock, no par value; and (ivix) subordinate junior to any class or series of shares capital stock of the Company Corporation hereafter created specifically ranking by its terms in priority senior to any Series A Preference Shares E Preferred Stock (“Senior Securities”), in each case, as to a distribution distributions of assets on a liquidation upon liquidation, dissolution or a return winding up of capital the Corporation, whether voluntarily or involuntarily (other than a conversion, redemption or purchase of sharesall such distributions being referred to collectively as “Distributions”). (b) Subject to the preferential prior and superior rights of the holders of Class UA Preferred Stock and any other Senior Securities of the CompanyCorporation, upon on a liquidation liquidation, dissolution or a return winding up of capital (other than a conversionthe Corporation, redemption whether voluntary or purchase of shares) (each, a “Liquidation Event”)involuntary, each holder of shares of Series A Preference Shares E Preferred Stock shall be entitled to receive, in priority preference to any distributions of any of the assets or surplus funds of the Company Corporation to the holders of the Ordinary Shares Common Stock and Junior Securities and pari passu with any distribution to the holders of Parity Securities, an amount equal to $.001 0.0001 per share of Series A Preference ShareE Preferred Stock, plus an additional amount equal to any dividends declared but unpaid on such shares, before any payments shall be made or any assets distributed to holders of any class of Ordinary Shares Common Stock or Junior Securities. If, upon any such Liquidation Eventliquidation, dissolution or winding up of the Corporation, the assets of the Company Corporation shall be insufficient, after payment to any Senior Securities, insufficient to pay the holders of shares of the Series A Preference Shares E Preferred Stock the amount required under the preceding sentence, then all remaining assets of the Company Corporation shall be distributed pro rata ratably to holders of the shares of the Series A Preference Shares E Preferred Stock and Parity Securities. (c) After payment to the holders of the Series A Preference Shares of the amount required under Section 4(b) and subject to the preferential rights of the holders of any Senior Securities of the Company, the remaining assets or surplus funds of the Company, if any, available for distribution to shareholders shall be distributed pro rata among the holders of the Series A Preference Shares, any other class or series of shares that participates with the Ordinary Shares in the distribution of assets upon any Liquidation Event and the Ordinary Shares, with the holders of the Series A Preference Shares deemed to hold that number of Ordinary Shares into which such Series A Preference Shares are then convertible.

Rank; Liquidation. (a) The Series A Preference Shares Z Preferred Stock shall rank: (i) in priority to all of the Ordinary Shares; (ii) in priority senior to any class or series of shares capital stock of the Company Corporation hereafter created specifically ranking by its terms subordinate junior to any Series A Preference Shares Z Preferred Stock (“Junior Securities”); (iiiii) pari passu on parity with the Common Stock, Series X Preferred Stock, Series Y Preferred Stock and any other class or series of shares capital stock of the Company Corporation hereafter created specifically ranking by its terms pari passu on parity with the Series A Preference Shares Z Preferred Stock (the “Parity Securities”); and (iviii) subordinate junior to any class or series of shares capital stock of the Company Corporation hereafter created specifically ranking by its terms in priority senior to any Series A Preference Shares Z Preferred Stock (“Senior Securities”), in each case, as to a distribution distributions of assets on a liquidation upon liquidation, dissolution or a return winding up of capital the Corporation, whether voluntarily or involuntarily (other than a conversion, redemption or purchase of sharesall such distributions being referred to collectively as “Distributions”). (b) Subject to the preferential prior and superior rights of the holders of any Senior Securities of the CompanyCorporation, upon on a liquidation liquidation, dissolution or a return winding up of capital (other than a conversionthe Corporation, redemption whether voluntary or purchase of shares) (each, a “Liquidation Event”)involuntary, each holder Holder of shares of Series A Preference Shares Z Preferred Stock shall be entitled to receive, in priority preference to any distributions Distributions of any of the assets or surplus funds of the Company Corporation to the holders of the Ordinary Shares and Junior Securities Securities, and pari passu with any distribution Distribution to the holders of the Parity Securities, an equivalent amount equal of Distributions as would be paid on the Common Stock underlying the Series Z Preferred Stock, determined on an as-converted basis (without regard to $.001 per Series A Preference Sharethe Beneficial Ownership Limitation), plus an additional amount equal to any dividends declared but unpaid on such shares, before any payments shall be made or any assets distributed to holders of any class of Ordinary Shares or Junior Securities. If, upon any such Liquidation Eventliquidation, dissolution or winding up of the Corporation, the assets of the Company Corporation shall be insufficient, after payment to any Senior Securities, insufficient to pay the holders Holders of shares of the Series A Preference Shares Z Preferred Stock the amount required under the preceding sentence, then all remaining assets of the Company Corporation shall be distributed pro rata ratably to holders Holders of the shares of the Series A Preference Shares Z Preferred Stock and holders of Parity Securities. (c) After payment to the holders of the Series A Preference Shares of the amount required under Section 4(b) and subject to the preferential rights of the holders of any Senior Securities of the Company, the remaining assets or surplus funds of the Company, if any, available for distribution to shareholders shall be distributed pro rata among the holders of the Series A Preference Shares, any other class or series of shares that participates with the Ordinary Shares in the distribution of assets upon any Liquidation Event and the Ordinary Shares, with the holders of the Series A Preference Shares deemed to hold that number of Ordinary Shares into which such Series A Preference Shares are then convertible.

Rank; Liquidation. (a) The Series A Preference Shares X Preferred Stock shall rank: (i) in priority senior to all of the Ordinary SharesCommon Stock; (ii) in priority senior to any class or series of shares capital stock of the Company Corporation hereafter created specifically ranking by its terms subordinate junior to any Series A Preference Shares X Preferred Stock (“Junior Securities”); (iii) pari passu on parity with any class or series of shares capital stock of the Company Corporation hereafter created specifically ranking by its terms pari passu on parity with the Series A Preference Shares X Preferred Stock (“Parity Securities”); and (iv) subordinate junior to any class or series of shares capital stock of the Company Corporation hereafter created specifically ranking by its terms in priority senior to any Series A Preference Shares X Preferred Stock (“Senior Securities”), in each case, as to a distribution distributions of assets on a liquidation upon liquidation, dissolution or a return winding up of capital (other than a conversionthe Corporation, redemption whether voluntarily or purchase of shares)involuntarily. (b) Subject to the preferential prior and superior rights of the holders of any Senior Securities of the CompanyCorporation, upon on a liquidation liquidation, dissolution or a return winding up of capital (other than a conversionthe Corporation, redemption whether voluntary or purchase of shares) (each, a “Liquidation Event”)involuntary, each holder Holder of shares of Series A Preference Shares X Preferred Stock shall be entitled to to: (i) receive, in priority preference to any distributions of any of the assets or surplus funds of the Company Corporation to the holders of the Ordinary Shares Common Stock and Junior Securities and pari passu with any distribution to the holders of Parity Securities, an amount equal to $.001 per Series A Preference Share, plus an additional amount equal to (x) any dividends declared accrued but unpaid on such shares, (y) any Residual Payments and (z) the Liquidation Preference with respect to such shares of Series X Preferred Stock, in each case, before any payments shall be made or any assets distributed to holders of any class of Ordinary Shares Common Stock or Junior Securities, and (ii) participate pari passu with the holders of Common Stock (on an as-converted basis) in the remaining distribution of the net assets of the Corporation available for distribution. If, upon any such Liquidation Eventliquidation, dissolution or winding up of the Corporation, the assets of the Company Corporation shall be insufficient, after payment to any Senior Securities, insufficient to pay the holders Holders of shares of the Series A Preference Shares X Preferred Stock the amount required under clause (i) of the preceding sentence, then all remaining assets of the Company Corporation shall be distributed pro rata ratably to holders of the shares of the Series A Preference Shares X Preferred Stock and Parity Securities. (c) After payment to the holders of the Series A Preference Shares of the amount required under Section 4(b) and subject to the preferential rights of the holders of any Senior Securities of the Company, the remaining assets or surplus funds of the Company, if any, available for distribution to shareholders shall be distributed pro rata among the holders of the Series A Preference Shares, any other class or series of shares that participates with the Ordinary Shares in the distribution of assets upon any Liquidation Event and the Ordinary Shares, with the holders of the Series A Preference Shares deemed to hold that number of Ordinary Shares into which such Series A Preference Shares are then convertible.

Rank; Liquidation. (a) a. The Series A Preference Shares E Preferred Stock shall rank: rank (i) in priority senior to all of the Ordinary Shares; Common Stock, and (ii) in priority senior to any class or series of shares capital stock of the Company Corporation hereafter created specifically ranking by its terms subordinate junior to any Series A Preference Shares E Preferred Stock (“Junior Securities”); (iii) pari passu on parity with all shares of the Corporation’s Series A Convertible Preferred Stock, Series B Convertible Preferred Stock, Series C Convertible Preferred Stock and Series D Convertible Preferred Stock; (iv) on parity with any class or series of shares capital stock of the Company Corporation hereafter created specifically ranking by its terms pari passu on parity with the Series E Preferred Stock (together with the Corporation’s Series A Preference Shares (Convertible Preferred Stock, Series B Convertible Preferred Stock, Series C Convertible Preferred Stock and Series D Convertible Preferred Stock, the “Parity Securities”); and (ivv) subordinate junior to any class or series of shares capital stock of the Company Corporation hereafter created specifically ranking by its terms in priority senior to any Series A Preference Shares E Preferred Stock (“Senior Securities”), in each case, as to a distribution distributions of assets on a liquidation upon liquidation, dissolution or a return winding up of capital (other than a conversionthe Corporation, redemption whether voluntarily or purchase of shares)involuntarily. (b) b. Subject to the preferential prior and superior rights of the holders of any Senior Securities of the CompanyCorporation, upon on a liquidation liquidation, dissolution or a return winding up of capital (other than a conversionthe Corporation, redemption whether voluntary or purchase of shares) (each, a “Liquidation Event”)involuntary, each holder of Series A Preference Shares Holder shall be entitled to receive, in priority preference to any distributions of any of the assets or surplus funds of the Company Corporation to the holders of the Ordinary Shares Common Stock and Junior Securities and pari passu with any distribution to the holders of Parity Securities, an amount equal to $.001 0.001 per share of Series A Preference ShareE Preferred Stock, plus an additional amount equal to any dividends declared but unpaid on such shares, before any payments shall be made or any assets distributed to holders of any class of Ordinary Shares Common Stock or Junior Securities, provided, however, if that if the amount payable on a per-share basis to the holders of Common Stock on any such liquidation, dissolution or winding up of the Corporation shall be greater than the foregoing liquidation preference that is payable to the holders of the Series E Preferred Stock, then the holders of Series E Preferred Stock shall instead receive, on an per-share and as-converted basis, the same assets or surplus funds that is to be distributed to the holders of Common Stock. If, upon any such Liquidation Eventliquidation, dissolution or winding up of the Corporation, the assets of the Company Corporation shall be insufficient, after payment to any Senior Securities, insufficient to pay the holders of shares of the Series A Preference Shares E Preferred Stock the amount required under the preceding sentence, then all remaining assets of the Company Corporation shall be distributed pro rata ratably to holders of the shares of the Series A Preference Shares E Preferred Stock and Parity Securities. (c) After payment to the holders of the Series A Preference Shares of the amount required under Section 4(b) and subject to the preferential rights of the holders of any Senior Securities of the Company, the remaining assets or surplus funds of the Company, if any, available for distribution to shareholders shall be distributed pro rata among the holders of the Series A Preference Shares, any other class or series of shares that participates with the Ordinary Shares in the distribution of assets upon any Liquidation Event and the Ordinary Shares, with the holders of the Series A Preference Shares deemed to hold that number of Ordinary Shares into which such Series A Preference Shares are then convertible.

Rank; Liquidation. (a) The Series A Preference Shares shall rank: (i) in priority to all In the event of any liquidation, dissolution or winding up of the Ordinary Shares; (ii) in priority to any class or series of shares affairs of the Company hereafter created specifically ranking by its terms subordinate to any Series A Preference Shares (“Junior Securities”); (iii) pari passu with any class Corporation, whether voluntary or series of shares involuntary, holders of the Company hereafter created specifically ranking by its terms pari passu with the Series A Preference Shares (“Parity Securities”); and (iv) subordinate to any class or series of shares of the Company hereafter created specifically ranking by its terms in priority to any Series A Preference Shares (“Senior Securities”), in each case, as to a distribution of assets on a liquidation or a return of capital (other than a conversion, redemption or purchase of shares). (b) Subject to the preferential rights of the holders of any Senior Securities of the Company, upon on a liquidation or a return of capital (other than a conversion, redemption or purchase of shares) (each, a “Liquidation Event”), each holder of Series A Preference Shares B Preferred Stock shall be entitled to receive, in priority to any distributions of any out of the assets or surplus funds of the Company Corporation or proceeds thereof (whether capital or surplus) available for distribution to stockholders of the Corporation, and after satisfaction of all liabilities and obligations to creditors of the Corporation and subject to the rights of any securities ranking senior to the Series B Preferred Stock, before any distribution of such assets or proceeds is made to or set aside for the holders of the Ordinary Shares and Junior Securities and pari passu with any distribution Common Stock, in full an amount per share equal to the holders of Parity SecuritiesBase Price multiplied by the Applicable Conversion Rate, together with an amount equal to $.001 per all dividends (if any) that have been declared but not paid prior to the date of payment of such distribution (but without any amount in respect of dividends that have not been declared prior to such payment date) (the Series B Preferred Liquidation Amount). The rights of the Series B Preferred Stock pursuant to this Section VI(a) shall rank pari passu with the rights of the Series A Preference SharePreferred Stock. Thereafter, plus the Series B Preferred Stock will participate with the Common Stock on an additional amount equal as-converted basis as if Series B Preferred Stock was converted immediately prior to such liquidation, dissolution or winding up. (b) If in any dividends declared but unpaid on such shares, before any payments shall be made or any assets distributed to holders of any class of Ordinary Shares or Junior Securities. If, upon any such Liquidation Event, distribution described in Section VI(a) above the assets of the Company shall be insufficient, after payment to any Senior Securities, Corporation or proceeds thereof are not sufficient to pay the Liquidation Preferences (as defined below) in full to all holders of the Series A Preference Shares the amount required under the preceding sentence, then B Preferred Stock and all remaining assets holders of any stock of the Company shall be distributed pro rata to holders of Corporation ranking equally with the Series A Preference Shares and Parity Securities. (c) After payment B Preferred Stock as to such distribution, the amounts paid to the holders of the Series A Preference Shares of the amount required under Section 4(b) B Preferred Stock and subject to the preferential rights of the holders of any Senior Securities of the Company, the remaining assets or surplus funds of the Company, if any, available for distribution to shareholders all such other stock shall be distributed paid pro rata among in accordance with the respective aggregate Liquidation Preferences of the holders of the Series A Preference Shares, any other class or series of shares that participates with the Ordinary Shares in the distribution of assets upon any Liquidation Event B Preferred Stock and the Ordinary Shares, with the holders of all such other stock. In any such distribution, the Liquidation Preference of any holder of stock of the Corporation shall mean the amount otherwise payable to such holder in such distribution (assuming no limitation on the assets of the Corporation available for such distribution), including an amount equal to any declared but unpaid dividends (and, in the case of any holder of stock other than the Series A Preference Shares B Preferred Stock and on which dividends accrue (c) For purposes of this Section VI, the sale, conveyance, exchange or transfer (for cash, shares of stock, securities or other consideration) of all or substantially all of the property and assets of the Corporation shall not be deemed a voluntary or involuntary dissolution, liquidation or winding up of the affairs of the Corporation, nor shall the merger, consolidation or any other business combination transaction of the Corporation into or with any other corporation or Person or the merger, consolidation or any other business combination of any other corporation or Person into or with the Corporation be deemed to hold that number be a voluntary or involuntary dissolution, liquidation or winding up of Ordinary Shares into which the affairs of the Corporation. Section VII Adjustments. (a) The Conversion Price shall be subject to the adjustments described in this Section VII (each such Series A Preference Shares are then convertibleevent set forth in clauses (b) through (h), an Adjustment Event).

Rank; Liquidation. (a) The Series A Preference Shares Preferred Stock shall rank: rank (i) in priority senior to all of the Ordinary SharesCommon Stock; (ii) in priority senior to any class or series of shares capital stock of the Company Corporation hereafter created specifically ranking by its terms subordinate junior to any Series A Preference Shares Preferred Stock (“Junior Securities”); (iii) pari passu on parity with the Series B Preferred Stock and any other class or series of shares capital stock of the Company Corporation hereafter created specifically ranking by its terms pari passu on parity with the Series A Preference Shares Preferred Stock (“Parity Securities”); and (iv) subordinate junior to any class or series of shares capital stock of the Company Corporation hereafter created specifically ranking by its terms in priority senior to any Series A Preference Shares Preferred Stock (“Senior Securities”), in each case, as to a distribution distributions of assets on a liquidation upon liquidation, dissolution or a return winding up of capital (other than a conversionthe Corporation, redemption whether voluntarily or purchase of shares)involuntarily. (b) Subject to the preferential prior and superior rights of the holders of any Senior Securities of the CompanyCorporation, upon on a liquidation liquidation, dissolution or a return winding up of capital (other than a conversionthe Corporation, redemption whether voluntary or purchase of shares) (each, a “Liquidation Event”)involuntary, each holder of Series A Preference Shares Holder shall be entitled to receive, prior and in priority preference to any distributions of any of the assets or surplus funds of the Company Corporation to the holders of the Ordinary Shares Common Stock and Junior Securities and pari passu with any distribution to the holders of Parity Securities, an amount per share of Series A Preferred Stock held by such Holder equal to $.001 per Series A the Liquidation Preference Share, plus an additional amount equal to any dividends accrued and unpaid and/or declared but unpaid on such shares, before any payments shall be made or any assets distributed to holders share of any class of Ordinary Shares or Junior SecuritiesSeries A Preferred Stock. If, upon any such Liquidation Eventliquidation, dissolution or winding up of the Corporation, the assets of the Company Corporation shall be insufficient, after payment to any Senior Securities, insufficient to pay the holders of shares of the Series A Preference Shares Preferred Stock the amount required under the preceding sentence, then all remaining assets of the Company Corporation shall be distributed pro rata ratably to holders of the shares of the Series A Preference Shares Preferred Stock and holders of shares of Parity Securities in proportion to the respective amounts which would otherwise be payable in respect of the shares of Series A Preferred Stock and Parity SecuritiesSecurities held by them upon such distribution if all amounts payable on or with respect to such shares of Series A Preferred Stock and Parity Securities were paid in full. (c) After Upon a liquidation, dissolution or winding up of the Corporation, after payment in full of all preferential amounts required to be paid to the Holders under Section 5(b), all preferential amounts required to be paid to the holders of the Series A Preference Shares of the amount required under Section 4(b) and subject all Parity Securities pursuant to the preferential rights of terms thereof and all amounts that are required to be paid to the holders of all Junior Securities pursuant to the terms thereof prior and in preference to the distribution of any amounts to the holders of Common Stock, the Holders shall be entitled to participate with the holders of Senior Securities then outstanding, the holders of Parity Securities then outstanding, the holders of Junior Securities then outstanding and the holders of Common Stock then outstanding (collectively, the “Section 5(c) Participating Holders”), pro rata as a single class based on the number of outstanding shares of Common Stock on an as-converted basis (assuming exercise of the Companyunderlying Pre-Funded Warrants and the underlying Coverage Warrants) held by each of the Section 5(c) Participating Holders as of immediately prior to the liquidation, dissolution or winding up of the Corporation, in the distribution of all the remaining assets or surplus and funds of the Company, if any, Corporation available for distribution to shareholders shall be distributed pro rata among the holders of the Series A Preference Shares, any other class or series of shares that participates with the Ordinary Shares in the distribution of assets upon any Liquidation Event and the Ordinary Shares, with the holders of the Series A Preference Shares deemed to hold that number of Ordinary Shares into which such Series A Preference Shares are then convertibleits stockholders.

Rank; Liquidation. (a) a. The Series A Preference Shares B Preferred Stock shall rank: rank (i) in priority senior to all of the Ordinary Shares; Common Stock, and (ii) in priority senior to any class or series of shares capital stock of the Company Corporation hereafter created specifically ranking by its terms subordinate junior to any Series A Preference Shares B Preferred Stock (“Junior Securities”); (iii) pari passu on parity with all shares of the Corporation’s Series A Convertible Preferred Stock; (iv) on parity with any class or series of shares capital stock of the Company Corporation hereafter created specifically ranking by its terms pari passu on parity with the Series B Preferred Stock (together with the Corporation’s Series A Preference Shares (Convertible Preferred Stock, the “Parity Securities”); and (ivv) subordinate junior to any class or series of shares capital stock of the Company Corporation hereafter created specifically ranking by its terms in priority senior to any Series A Preference Shares B Preferred Stock (“Senior Securities”), in each case, as to a distribution distributions of assets on a liquidation upon liquidation, dissolution or a return winding up of capital (other than a conversionthe Corporation, redemption whether voluntarily or purchase of shares)involuntarily. (b) b. Subject to the preferential prior and superior rights of the holders of any Senior Securities of the CompanyCorporation, upon on a liquidation liquidation, dissolution or a return winding up of capital (other than a conversionthe Corporation, redemption whether voluntary or purchase of shares) (each, a “Liquidation Event”)involuntary, each holder of Series A Preference Shares Holder shall be entitled to receive, in priority preference to any distributions of any of the assets or surplus funds of the Company Corporation to the holders of the Ordinary Shares Common Stock and Junior Securities and pari passu with any distribution to the holders of Parity Securities, an amount equal to $.001 0.001 per share of Series A Preference ShareB Preferred Stock, plus an additional amount equal to any dividends declared but unpaid on such shares, before any payments shall be made or any assets distributed to holders of any class of Ordinary Shares Common Stock or Junior Securities. If, upon any such Liquidation Eventliquidation, dissolution or winding up of the Corporation, the assets of the Company Corporation shall be insufficient, after payment to any Senior Securities, insufficient to pay the holders of shares of the Series A Preference Shares B Preferred Stock the amount required under the preceding sentence, then all remaining assets of the Company Corporation shall be distributed pro rata ratably to holders of the shares of the Series A Preference Shares B Preferred Stock and Parity Securities. (c) After payment to the holders of the Series A Preference Shares of the amount required under Section 4(b) and subject to the preferential rights of the holders of any Senior Securities of the Company, the remaining assets or surplus funds of the Company, if any, available for distribution to shareholders shall be distributed pro rata among the holders of the Series A Preference Shares, any other class or series of shares that participates with the Ordinary Shares in the distribution of assets upon any Liquidation Event and the Ordinary Shares, with the holders of the Series A Preference Shares deemed to hold that number of Ordinary Shares into which such Series A Preference Shares are then convertible.

Rank; Liquidation. (a) The Series A Preference Shares Preferred Stock shall rank: (i) in priority senior to all of the Ordinary SharesCommon Stock; (ii) in priority senior to any class or series of shares capital stock of the Company Corporation hereafter created specifically ranking by its terms subordinate junior to any Series A Preference Shares Preferred Stock (“Junior Securities”); (iii) pari passu on parity with any class or series of shares capital stock of the Company Corporation hereafter created specifically ranking by its terms pari passu on parity with the Series A Preference Shares Preferred Stock (the “Parity Securities”); and (iv) subordinate junior to any class or series of shares capital stock of the Company Corporation hereafter created specifically ranking by its terms in priority senior to any Series A Preference Shares Preferred Stock (the “Senior Securities”), in each case, as to a distribution distributions of assets on a liquidation upon liquidation, dissolution or a return winding up of capital the Corporation, whether voluntarily or involuntarily (other than a conversion, redemption or purchase of shares)all such distributions being referred to collectively as “Distributions”) and/or as to the right to receive dividends. (b) Subject to the preferential prior and superior rights of the holders of any Senior Securities of the CompanyCorporation, upon on a liquidation liquidation, dissolution or a return winding up of capital (other than a conversionthe Corporation, redemption whether voluntary or purchase of shares) (each, a “Liquidation Event”)involuntary, each holder of shares of Series A Preference Shares Preferred Stock shall be entitled to receive, in priority preference to any distributions of any of the assets or surplus funds of the Company Corporation to the holders of the Ordinary Shares Common Stock and Junior Securities and pari passu with any distribution to the holders of Parity Securities, an amount equal to $.001 0.001 per share of Series A Preference SharePreferred Stock, plus an additional amount equal to any dividends declared but unpaid on such shares, before any payments shall be made or any assets distributed to holders of any class of Ordinary Shares Common Stock or Junior Securities. If, upon any such Liquidation Eventliquidation, dissolution or winding up of the Corporation, the assets of the Company Corporation shall be insufficient, after payment to any Senior Securities, insufficient to pay the holders of shares of the Series A Preference Shares Preferred Stock the amount required under the preceding sentence, then all remaining assets of the Company Corporation shall be distributed pro rata ratably to holders of the Series A Preference Shares and Parity Securities. (c) After payment to the holders shares of the Series A Preference Shares Preferred Stock and Parity Securities. After such preferential payment, each holder of the amount required under Section 4(b) and subject to the preferential rights shares of the holders of any Senior Securities of the Company, the remaining assets or surplus funds of the Company, if any, available for distribution to shareholders Series A Preferred Stock shall be distributed pro rata among the holders of the Series A Preference Shares, any other class or series of shares that participates with the Ordinary Shares in the distribution of assets upon any Liquidation Event and the Ordinary Shares, entitled to participate pari passu with the holders of Common Stock (on an as-converted basis, without regard to the Series A Preference Shares deemed to hold that number Beneficial Ownership Limitation) and holders of Ordinary Shares into which such Series A Preference Shares are then convertibleParity Securities in the remaining distribution of the net assets of the Corporation available for distribution.