Common use of Liquidation Preference Clause in Contracts

Liquidation Preference. a. In the event of any liquidation, dissolution or winding up of this corporation, either voluntary or involuntary, the holders of Series A Preferred Stock and Series B Preferred Stock shall be entitled to receive, prior and in preference to any distribution of any of the assets of this corporation to the holders of Common Stock by reason of their ownership thereof, an amount per share equal to the sum of (i) $2.00 for each outstanding share of Series A Preferred Stock, (subject to appropriate adjustments for stock splits, stock dividends, combinations or other recapitalizations and hereafter referred to as the "Original Series A Issue Price"), (ii) $4.43 for each outstanding share of Series B Preferred Stock (subject to appropriate adjustments for stock splits, stock dividends, combinations or other recapitalizations and hereafter referred to as the "Original Series B Issue Price"), and (iii) an amount equal to declared but unpaid dividends on such share of Series A Preferred Stock or Series B Preferred Stock, as applicable. If upon the occurrence of such event, the assets and funds thus distributed among the holders of the Series A Preferred Stock and the Series B Preferred Stock shall be insufficient to permit the payment to such holders of the full aforesaid preferential amounts, then, the entire assets and funds of the corporation legally available for distribution shall be distributed ratably among the holders of the Series A Preferred Stock and the Series B Preferred Stock in proportion to the aggregate liquidation preferences of the respective series, and ratably among the holders of that series in proportion to the amount of such stock owned by each such holder. b. After the distributions described in subsection (a) above have been paid, the remaining assets of the corporation available for distribution to stockholders shall be distributed among the holders of Series A Preferred Stock, Series B Preferred Stock and Common Stock pro rata based on the number of shares of Common Stock held by each (assuming conversion of all such Series A Preferred Stock and Series B Preferred Stock). c. A consolidation or merger of this corporation with or into any other corporation or corporations, or a sale, conveyance or disposition of all or substantially all of the assets of this corporation or the effectuation by the corporation of a transaction or series of related transactions in which more than 50% of the voting power of the corporation is disposed of (excluding the issuance of shares of Series A Preferred Stock pursuant to the Series A Preferred Stock Purchase Agreement and the issuance of Series B Preferred Stock pursuant to the Series B Preferred Stock Purchase Agreement), shall be deemed to be a liquidation, dissolution or winding up within the meaning of this Section 2.

Liquidation Preference. a. In the event of Upon any voluntary or involuntary liquidation, dissolution or winding up of this corporation, either voluntary or involuntarythe affairs of the Corporation, the holders of Series A Preferred Stock and shares of Series B Preferred Stock shall be are entitled to receive, prior and in preference to any distribution of any be paid out of the assets of this corporation the Corporation legally available for distribution to its stockholders, after payment of or provision for the Corporation’s debts and other liabilities, a liquidation preference of $10.00 per share (subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization with respect to the Series B Preferred Stock), plus an amount equal to any accrued and unpaid dividends (whether or not earned, authorized or declared) thereon to and including the date of payment, but without interest, before any distribution of assets is made to holders of Junior Stock. If the assets of the Corporation legally available for distribution to stockholders are insufficient to pay in full the liquidation preference on the Series B Preferred Stock and the liquidation preference on the shares of any class or series of Parity Preferred Stock, all assets distributed to the holders of Common the Series B Preferred Stock by reason and any class or series of their ownership thereof, an Parity Preferred Stock shall be distributed pro rata so that the amount of assets distributed per share equal to the sum of (i) $2.00 for each outstanding share of Series A Preferred Stock, (subject to appropriate adjustments for stock splits, stock dividends, combinations or other recapitalizations and hereafter referred to as the "Original Series A Issue Price"), (ii) $4.43 for each outstanding share of Series B Preferred Stock (subject to appropriate adjustments for stock splits, stock dividends, combinations and such class or other recapitalizations and hereafter referred to as the "Original Series B Issue Price"), and (iii) an amount equal to declared but unpaid dividends on such share series of Series A Parity Preferred Stock or Series B Preferred Stock, as applicable. If upon shall in all cases bear to each other the occurrence of such event, same ratio that the assets and funds thus distributed among the holders of the Series A Preferred Stock and liquidation preference per share on the Series B Preferred Stock and such class or series of Parity Preferred Stock bear to each other. Written notice of any distribution in connection with any such liquidation, dissolution or winding up of the affairs of the Corporation, stating the payment date or dates when, and the place or places where, the amounts distributable in such circumstances shall be insufficient payable, shall be given by first class mail, postage pre-paid, not less than 30 nor more than 60 days prior to permit the payment date stated therein, to such holders each record holder of the full aforesaid preferential amounts, then, the entire assets and funds of the corporation legally available for distribution shall be distributed ratably among the holders of the Series A Preferred Stock and the Series B Preferred Stock in proportion at the respective addresses of such holders as the same shall appear on the stock transfer records of the Corporation. Subject to the aggregate liquidation preferences last sentence of this Section 4, after payment of the respective seriesfull amount of the liquidation distributions to which they are entitled, and ratably among the holders of that series in proportion Series B Preferred Stock will have no right or claim to the amount any of such stock owned by each such holder. b. After the distributions described in subsection (a) above have been paid, the remaining assets of the corporation available for distribution to stockholders shall be distributed among the holders of Series A Preferred Stock, Series B Preferred Stock and Common Stock pro rata based on the number of shares of Common Stock held by each (assuming conversion of all such Series A Preferred Stock and Series B Preferred Stock). c. A Corporation. The consolidation or merger of this corporation the Corporation with or into any other corporation another entity, a merger of another entity with or corporationsinto the Corporation, a statutory share exchange by the Corporation or a sale, lease, transfer or conveyance or disposition of all or substantially all of the assets of this corporation Corporation’s property or the effectuation by the corporation of a transaction or series of related transactions in which more than 50% of the voting power of the corporation is disposed of (excluding the issuance of shares of Series A Preferred Stock pursuant to the Series A Preferred Stock Purchase Agreement and the issuance of Series B Preferred Stock pursuant to the Series B Preferred Stock Purchase Agreement), business shall not be deemed to be constitute a liquidation, dissolution or winding up within of the meaning affairs of this Section 2the Corporation. In determining whether a distribution (other than upon voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation) by dividend, redemption or other acquisition of shares of stock of the Corporation or otherwise is permitted under the Maryland General Corporation Law, no effect shall be given to amounts that would be needed, if the Corporation were to be dissolved at the time of the distribution, to satisfy the preferential rights upon dissolution of holders of the Series B Preferred Stock. Notwithstanding the above, for purposes of determining the amount each holder of shares of Series B Preferred Stock is entitled to receive with respect to a voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation, each such holder of shares of Series B Preferred Stock shall be deemed to have converted (regardless of whether such holder actually converted) such holder’s shares of Series B Preferred Stock into Common Shares immediately prior to such liquidation event if, as a result of an actual conversion, such holder would receive, in the aggregate, an amount greater than the amount that would be distributed to such holder if such holder did not convert such shares of Series B Preferred Stock into Common Shares.

Liquidation Preference. a. In the event of Upon any voluntary or involuntary liquidation, dissolution or winding up of this corporation, either voluntary or involuntarythe affairs of the Corporation, the holders of shares of Series A Preferred Stock and Series B Preferred Stock shall be are entitled to receive, prior and in preference to any distribution of any be paid out of the assets of this corporation the Corporation legally available for distribution to its stockholders, after payment of or provision for the holders Corporation’s debts and other liabilities, a liquidation preference of Common Stock by reason of their ownership thereof$25.00 per share, an amount per share equal to the sum of (i) $2.00 for each outstanding share of Series A Preferred Stock, (subject to appropriate adjustments for stock splits, stock dividends, combinations or other recapitalizations and hereafter referred to as the "Original Series A Issue Price"), (ii) $4.43 for each outstanding share of Series B Preferred Stock (subject to appropriate adjustments for stock splits, stock dividends, combinations or other recapitalizations and hereafter referred to as the "Original Series B Issue Price"), and (iii) plus an amount equal to declared but any accrued and unpaid dividends (whether or not authorized or declared) thereon to and including the date of payment, but without interest, before any distribution of assets is made to holders of Junior Stock. If the assets of the Corporation legally available for distribution to stockholders are insufficient to pay in full the liquidation preference on such share of the Series A Preferred Stock and the liquidation preference on the shares of any class or Series B series of Parity Preferred Stock, as applicable. If upon the occurrence of such event, the all assets and funds thus distributed among to the holders of the Series A Preferred Stock and the Series B any class or series of Parity Preferred Stock shall be insufficient distributed pro rata so that the amount of assets distributed per share of Series A Preferred Stock and such class or series of Parity Preferred Stock shall in all cases bear to permit each other the same ratio that the liquidation preference per share on the Series A Preferred Stock and such class or series of Parity Preferred Stock bear to each other. Written notice of any distribution in connection with any such liquidation, dissolution or winding up of the affairs of the Corporation, stating the payment to such holders of date or dates when, and the full aforesaid preferential amounts, thenplace or places where, the entire assets and funds of the corporation legally available for distribution amounts distributable in such circumstances shall be distributed ratably among payable, shall be given by first class mail, postage pre-paid, not less than 30 nor more than 60 days prior to the holders payment date stated therein, to each record holder of the Series A Preferred Stock and at the Series B Preferred Stock in proportion to respective addresses of such holders as the aggregate liquidation preferences same shall appear on the stock transfer records of the respective series, and ratably among Corporation. After payment of the holders of that series in proportion to the full amount of such stock owned by each such holder. b. After the liquidation distributions described in subsection (a) above have been paidto which they are entitled, the remaining assets of the corporation available for distribution to stockholders shall be distributed among the holders of Series A Preferred Stock, Series B Preferred Stock and Common Stock pro rata based on will have no right or claim to any of the number remaining assets of shares of Common Stock held by each (assuming conversion of all such Series A Preferred Stock and Series B Preferred Stock). c. A the Corporation. The consolidation or merger of this corporation the Corporation with or into any other corporation another entity, a merger of another entity with or corporationsinto the Corporation, a statutory share exchange by the Corporation or a sale, lease, transfer or conveyance or disposition of all or substantially all of the assets of this corporation Corporation’s property or the effectuation by the corporation of a transaction or series of related transactions in which more than 50% of the voting power of the corporation is disposed of (excluding the issuance of shares of Series A Preferred Stock pursuant to the Series A Preferred Stock Purchase Agreement and the issuance of Series B Preferred Stock pursuant to the Series B Preferred Stock Purchase Agreement), business shall not be deemed to be constitute a liquidation, dissolution or winding up within of the meaning affairs of this Section 2the Corporation. In determining whether a distribution (other than upon voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation) by dividend, redemption or other acquisition of shares of stock of the Corporation or otherwise is permitted under the Maryland General Corporation Law, no effect shall be given to amounts that would be needed, if the Corporation were to be dissolved at the time of the distribution, to satisfy the preferential rights upon dissolution of holders of the Series A Preferred Stock.

Liquidation Preference. a. In the event of any liquidation, dissolution or winding up of this corporationthe Corporation, either whether voluntary or involuntary, the holders of Series A Preferred Stock and the Series B Preferred Stock shall be entitled to receive, prior and in preference to any distribution of any of the assets or surplus funds of this corporation the Corporation to the holders of the Common Stock by reason of their ownership thereof, an amount per share equal but after and subject to the sum payment in full of all amounts required to be distributed to the holders of the Corporation's Series A Convertible Exchangeable Preferred Stock (i) $2.00 for each outstanding share of the "Series A Preferred Stock") and any other Senior Securities ranking on liquidation prior and in preference to the Series B Preferred Stock, the amount of $__ per share [THE PURCHASE PRICE PER SHARE FOR THE SERIES B PREFERRED STOCK] (subject to appropriate adjustments as adjusted for stock splits, any stock dividends, combinations or other recapitalizations and hereafter referred splits with respect to as the such shares) ("Original Series A Issue PriceB Liquidation Preference"), (ii) $4.43 for each outstanding share of Series B Preferred Stock (subject to appropriate adjustments for stock splits, stock dividends, combinations or other recapitalizations and hereafter referred to as the "Original Series B Issue Price"), and (iii) an amount equal to declared but unpaid dividends on such share of Series A Preferred Stock or Series B Preferred Stock, as applicablerespectively. If upon the occurrence of such event, the assets and funds thus distributed among the holders of the Series A Preferred Stock and the Series B Preferred Stock shall be insufficient to permit the payment to such holders of the full aforesaid preferential amountsSeries B Liquidation Preference, then, then the entire assets and funds of the corporation Corporation legally available for distribution to the holders of Series B Preferred Stock shall be distributed ratably among the holders of the Series A Preferred Stock and the Series B Preferred Stock in proportion to the aggregate liquidation preferences of the respective series, and ratably among the holders of that series in proportion to the amount of such stock owned by Series B Liquidation Preference each such holderholder is otherwise entitled to receive. b. After the distributions described in subsection (a) above have been paid, the remaining assets of the corporation available for distribution payment to stockholders shall be distributed among the holders of the Series A Preferred Stock, the Series B Preferred Stock and any Senior Securities of the amounts set forth in Section 3(a) above, the entire remaining assets and funds of the Corporation legally available for distribution, if any, shall be distributed pro rata among the holders of the Common Stock pro rata based on and all classes and Series of Preferred Stock in proportion to the number of shares of Common Stock then held by each (assuming them and the shares of Common Stock which they have the right to acquire upon conversion of all such Series A the shares of Preferred Stock and Series B Preferred Stock)then held by them. c. A consolidation or merger For purposes of this corporation with Section 3, a liquidation, dissolution or into any other corporation or corporationswinding up of the Corporation shall be deemed to be occasioned by, or to include, (i) the acquisition of the Corporation by another entity by means of any transaction or series of related transactions (including any reorganization, merger or consolidation, but excluding any merger effected exclusively to change the domicile of the Corporation), or (ii) a sale, conveyance or disposition sale of all or substantially all of the assets of this corporation or the effectuation by the corporation Corporation, unless in either case (1) shareholders of a transaction or series of related transactions in which more than 50% record of the voting power Corporation as constituted immediately prior to such acquisition or sale will, immediately after such acquisition or sale (by virtue of securities issued as consideration for the corporation is disposed of (excluding the issuance of shares of Series A Preferred Stock pursuant to the Series A Preferred Stock Purchase Agreement and the issuance of Series B Preferred Stock pursuant to the Series B Preferred Stock Purchase Agreement), shall be deemed to be a liquidation, dissolution acquisition or winding up within the meaning of this Section 2.sale or

Liquidation Preference. a. (i) In the event of any liquidation, dissolution or winding up of this corporationthe Company, either whether voluntary or involuntary, each holder of the holders of Series A Preferred Stock and Series B Preferred Stock Shares shall be entitled to receive, prior and in preference to any distribution of any of the assets or funds of this corporation the Company to the holders of Common Stock any other class of shares of the Company ranked junior to the Series A Preferred Shares (including the Ordinary Shares) by reason of their such holder’s ownership thereof, an amount per share equal to the greater of: (A) the sum of (ix) $2.00 for each outstanding share of the Series A Preferred StockShares Purchase Price (as adjusted for any share dividends, (subject to appropriate adjustments for stock combinations, splits, stock dividendsrecapitalizations or the like on, combinations of or other recapitalizations and hereafter referred to as affecting the "Original Series A Issue Price"Preferred Shares), (ii) $4.43 for each outstanding share of Series B A Preferred Stock (subject to appropriate adjustments for stock splits, stock dividends, combinations or other recapitalizations and hereafter referred to as the "Original Series B Issue Price"), Share then held by such holder and (iiiy) an amount equal to any and all declared but unpaid dividends on each such share of Series A Preferred Stock Shares and (B) such amount per Series A Preferred Share as would have been payable had all Series A Preferred Shares been converted into Ordinary Shares immediately prior to such liquidation, dissolution or Series B Preferred Stockwinding up (such amount payable, as applicablethe “Liquidation Preference”). If If, upon the occurrence of such event, the assets and funds thus distributed among the holders of the Series A Preferred Stock and the Series B Preferred Stock Shares shall be insufficient to permit the payment to such holders of the full aforesaid preferential amountsLiquidation Preference, then, then the entire assets and funds of the corporation Company legally available for distribution shall be distributed ratably pro rata among the holders of the Series A Preferred Stock and the Series B Preferred Stock Shares in proportion to the aggregate liquidation preferences of the respective series, and ratably among the holders of that series in proportion to the amount of such stock owned by Liquidation Preference each such holder. b. After the distributions described in subsection (a) above have been paid, the remaining assets holder is otherwise entitled to receive. If any holder of the corporation available for distribution to stockholders Series A Preferred Shares shall be distributed among the deemed to have converted Series A Preferred Shares into Ordinary Shares pursuant to this paragraph, then such holder shall not be entitled to receive any distribution that would otherwise be made to holders of Series A Preferred Stock, Series B Preferred Stock and Common Stock pro rata based on Shares that have not converted (or have not been deemed to have converted) into Ordinary Shares. (ii) After the number payment of shares the Liquidation Preference to the holders of Common Stock held by each (assuming conversion of all such the Series A Preferred Stock and Series B Preferred Stock)Shares, the remaining assets shall be distributed ratably to the holders of the Ordinary Shares. c. (iii) Unless the holders of a majority of the Series A Preferred Shares then outstanding shall elect or determine otherwise by written consent, a consolidation or merger of this corporation the Company with or into any other corporation Person in which the holders of the Shares as of immediately prior to such merger or corporations, consolidation do not continue to hold at least a fifty percent (50%) interest in the surviving entity or a sale, conveyance or disposition of all or substantially all of the assets of this corporation or the effectuation by the corporation of a transaction or series of related transactions in which more than 50% of the voting power of the corporation is disposed of (excluding the issuance of shares of Series A Preferred Stock pursuant to the Series A Preferred Stock Purchase Agreement and the issuance of Series B Preferred Stock pursuant to the Series B Preferred Stock Purchase Agreement), Trade Sale shall be deemed to be a liquidation for purposes of payment of the Liquidation Preference and shall entitle the holders of the Series A Preferred Shares to receive in cash, securities or other property (with any non-cash amounts being valued as provided in Article 7(c)(iv)) in the amounts specified in Article 7(c)(i) and (ii). (iv) Subject to the following provisions of this Article 7(c)(iv), the value of any assets, securities or other property (other than cash) to be received by the Members pursuant to Articles 7(c)(i), 7(c)(ii) and/or 7(c)(iii), shall be equal to the fair market value thereof, as determined in good faith by the Board, if any (taking into account, if applicable, any restrictions on the free marketability of such assets, securities or other property, arising under applicable securities laws or otherwise, other than restrictions arising solely by virtue of a Member’s status as an Affiliate of the Company or the entity surviving or resulting from a change of control of the Company), except that any securities to be distributed to Members of the Company in any liquidation, dissolution or winding up within of the meaning Company, whether voluntary or involuntary, or a change of control of the Company, shall be valued as follows. (A) The method of valuation of securities not subject to investment letter or other similar restrictions on free marketability shall be as follows: (I) if the securities are then traded on a Recognised Stock Exchange (or a similar national quotation system), then the value shall be deemed to be the average of the closing prices of the securities on such exchange or system over the 30-day period ending three (3) days prior to the distribution; (II) if the securities are then actively traded over-the-counter, then the value shall be deemed to be the average of the closing bid or sale prices (whichever is applicable) over the 30-day period ending three (3) days prior to the distribution; and (III) if there is no active public market for the securities, then the value shall be the fair market value thereof, as determined in good faith by the Board. (B) The method of valuation of securities subject to investment letter or other restrictions on free marketability shall be to make an appropriate discount from the market value determined as above in subparagraphs (A)(I), (A)(II), or (A)(III) of this Section 2Article 7(c)(iv) to reflect the approximate fair market value thereof, as determined in good faith by the Board.

Liquidation Preference. a. In the event of (a) Upon any voluntary or involuntary liquidation, dissolution or winding up of this corporationthe Corporation, either before any distribution or payment shall be made to holders of shares of Common Stock or any other class or series of capital stock of the Corporation ranking, as to rights upon any voluntary or involuntaryinvoluntary liquidation, dissolution or winding up of the Corporation, junior to the Series A Preferred Stock, the holders of shares of Series A Preferred Stock shall be entitled to be paid out of the assets of the Corporation legally available for distribution to its stockholders, after payment of or provision for the debts and other liabilities of the Corporation, a liquidation preference of $25,000 per share, plus an amount equal to any accrued and unpaid dividends (whether or not declared) up to, but excluding, the date of payment. In the event that, upon such voluntary or involuntary liquidation, dissolution or winding up, the available assets of the Corporation are insufficient to pay the full amount of the liquidating distributions on all outstanding shares of Series A Preferred Stock and Series B Preferred Stock shall be entitled to receive, prior and in preference to any distribution the corresponding amounts payable on all shares of any other classes or series of capital stock of the assets of this corporation Corporation ranking, as to liquidation rights, on parity with the holders of Common Stock by reason of their ownership thereof, an amount per share equal to the sum of (i) $2.00 for each outstanding share of Series A Preferred Stock, (subject to appropriate adjustments for stock splits, stock dividends, combinations or other recapitalizations and hereafter referred to as the "Original Series A Issue Price"), (ii) $4.43 for each outstanding share of Series B Preferred Stock (subject to appropriate adjustments for stock splits, stock dividends, combinations or other recapitalizations and hereafter referred to as the "Original Series B Issue Price"), and (iii) an amount equal to declared but unpaid dividends on such share of Series A Preferred Stock or Series B Preferred Stockin the distribution of assets, as applicable. If upon the occurrence of such event, the assets and funds thus distributed among then the holders of the Series A Preferred Stock and the Series B Preferred Stock shall be insufficient to permit the payment to such holders of the full aforesaid preferential amountsshares of each such other class or series of shares of capital stock ranking, thenas to rights upon any voluntary or involuntary liquidation, the entire assets and funds of the corporation legally available for distribution shall be distributed ratably among the holders of dissolution or winding up, on parity with the Series A Preferred Stock and the Series B Preferred Stock shall share ratably in any such distribution of assets in proportion to the aggregate liquidation preferences full liquidating distributions to which they would otherwise be respectively entitled. Written notice of any such voluntary or involuntary liquidation, dissolution or winding up of the respective seriesCorporation, stating the payment date or dates when, and ratably among the holders of that series place or places where, the amounts distributable in proportion such circumstances shall be payable, shall be given by first class mail, postage pre-paid, not fewer than 30 days or more than 60 days prior to the payment date stated therein, to each record holder of shares of Series A Preferred Stock at the respective addresses of such holders as the same shall appear on the stock transfer records of the Corporation. After payment of the full amount of such stock owned by each such holder. b. After the liquidating distributions described in subsection (a) above have been paidto which they are entitled, the remaining assets of the corporation available for distribution to stockholders shall be distributed among the holders of Series A Preferred StockStock will have no right or claim to any of the remaining assets of the Corporation. For purposes of liquidation rights, Series B Preferred Stock and Common Stock pro rata based on the number of shares of Common Stock held by each (assuming conversion of all such Series A Preferred Stock and Series B Preferred Stock). c. A consolidation or merger of this corporation the Corporation with or into any other corporation corporation, trust or corporationsentity, or a the voluntary sale, lease, transfer or conveyance or disposition of all or substantially all of the assets of this corporation property or the effectuation by the corporation of a transaction or series of related transactions in which more than 50% business of the voting power of the corporation is disposed of (excluding the issuance of shares of Series A Preferred Stock pursuant to the Series A Preferred Stock Purchase Agreement and the issuance of Series B Preferred Stock pursuant to the Series B Preferred Stock Purchase Agreement)Corporation, shall not be deemed to be constitute a liquidation, dissolution or winding up within of the meaning of this Section 2Corporation.

Liquidation Preference. a. (a) In the event of any liquidation, dissolution dissolution, Deemed Liquidation (as hereinafter defined) or winding up of this corporationthe Corporation, either whether voluntary or involuntaryinvoluntary (a “Liquidation Event”), the holders of the Series A Preferred Stock and Series B Preferred Stock Stock, shall be entitled to receive, prior and in preference to any distribution of any of the assets assets, capital or surplus funds of this corporation the Corporation to the holders of the Company's Common Stock by reason of their ownership thereofStock, an amount per share equal to the sum of (i) $2.00 for each outstanding share of Series A Preferred Stock, (subject to appropriate adjustments for stock splits, stock dividends, combinations or other recapitalizations and hereafter referred to as the "Original Series A Issue Price"), (ii) $4.43 for each outstanding share of Series B Preferred Stock (subject to appropriate adjustments for stock splits, stock dividends, combinations or other recapitalizations and hereafter referred to as the "Original Series B Issue Price"), and (iii) an amount equal to declared but unpaid dividends on such 1.507 per share of Series A Preferred Stock (as adjusted for any stock dividends, combinations, splits or the like with respect to such share) (the “Series B Preferred Stock, as applicable. A Liquidation Preference”) If upon the occurrence of such eventa Liquidation Event, (i) the assets assets, capital and funds thus distributed among the holders of the Series A Preferred Stock and the Series B Preferred Stock shall be insufficient to permit the payment to such holders of the full aforesaid preferential amountsSeries A Liquidation Preference, then, then the entire assets and funds of the corporation Corporation legally available for distribution shall be distributed ratably among the holders of the Series A Preferred Stock and the Series B Preferred Stock in proportion to the aggregate liquidation preferences of the respective series, and ratably among Series A Liquidation Preference each such holder is otherwise entitled to receive or (ii) after payment to the holders of that series in proportion to the amount of such stock owned by each such holder. b. After the distributions described in subsection (a) above have been paidSeries A Preferred Stock their full Series A Liquidation Preference there shall remain assets, the remaining assets capital or funds of the corporation Corporation legally available for distribution to stockholders shall be distributed among the holders of the Corporation’s Common Stock, then unless the assets of the Corporation are not being liquidated in connection with such Liquidation Event, the holders of the Series A Preferred StockStock shall be entitled to receive a distribution of such remaining assets, Series B Preferred Stock and capital or funds ratably with the holders of the Common Stock pro rata based on the number of shares of Common Stock held by each (assuming conversion of all as if such Series A Preferred Stock and Series B Preferred had been converted into Common Stock). c. A consolidation or merger of this corporation with or into any other corporation or corporations, or a sale, conveyance or disposition of all or substantially all of the assets of this corporation or the effectuation by the corporation of a transaction or series of related transactions in which more than 50% of the voting power of the corporation is disposed of (excluding the issuance of shares of Series A Preferred Stock pursuant to the Series A Preferred Stock Purchase Agreement and the issuance of Series B Preferred Stock pursuant to the Series B Preferred Stock Purchase Agreement), shall be deemed to be a liquidation, dissolution or winding up within the meaning of this Section 2.

Liquidation Preference. a. In the event of any liquidation, dissolution or winding up of this corporation, either voluntary or involuntary, the holders of Series A Preferred Stock and Series B Preferred Stock shall be entitled to receive, prior and in preference to any distribution of any of the assets of this corporation to the holders of Common Stock by reason of their ownership thereof, an amount per share equal to the sum of (i) $2.00 for each outstanding share of Series A Preferred Stock, Stock (subject to appropriate adjustments for stock splits, stock dividends, combinations or other recapitalizations and hereafter referred to as the "Original Series A Issue Price"), ) and (ii) $4.43 for each outstanding share of Series B Preferred Stock (subject to appropriate adjustments for stock splits, stock dividends, combinations or other recapitalizations and hereafter referred to as the "Original Series B Issue Price"), and (iii) an amount equal to declared but unpaid dividends on such share of Series A Preferred Stock or Series B Preferred Stock, as applicableshare. If upon the occurrence of such event, the assets and funds thus distributed among the holders of the Series A Preferred Stock and the Series B Preferred Stock shall be insufficient to permit the payment to such holders of the full aforesaid preferential amounts, then, the entire assets and funds of the corporation legally available for distribution shall be distributed ratably among the holders of the Series A Preferred Stock and the Series B Preferred Stock in proportion to the aggregate liquidation preferences of the respective series, and ratably among the holders of that series in proportion to the amount of such stock owned by each such holder. b. After the distributions described in subsection (a) above have been paid, the remaining assets of the corporation available for distribution to stockholders shareholders shall be distributed among the holders of Series A Preferred Stock, Series B Preferred Stock and Common Stock pro rata based on the number of shares of Common Stock held by each (assuming conversion of all such Series A Preferred Stock and Series B Preferred Stock). c. A consolidation or merger of this corporation with or into any other corporation or corporations, or a sale, conveyance or disposition of all or substantially all of the assets of this corporation or the effectuation by the corporation of a transaction or series of related transactions in which more than 50% of the voting power of the corporation is disposed of (excluding the issuance of shares of Series A Preferred Stock pursuant to the Series A Preferred Stock Purchase Agreement and the issuance of Series B Preferred Stock pursuant to the Series B Preferred Stock Purchase Agreement), shall be deemed to be a liquidation, dissolution or winding up within the meaning of this Section 2.

Liquidation Preference. a. In the event of (a) Upon any voluntary or involuntary liquidation, dissolution dissolution, or winding up of this corporation, either voluntary or involuntarythe Corporation, the holders of the Series A Preferred Stock then outstanding are entitled to be paid, or have the Corporation declare and set apart for payment, out of the assets of the Corporation legally available for distribution to its stockholders, before any distribution of assets is made to holders of any Junior Stock, a liquidation preference per share of Series A Preferred Stock and Series B Preferred Stock shall be entitled to receive, prior and in preference to any distribution of any of the assets of this corporation to the holders of Common Stock by reason of their ownership thereof, an amount per share equal to the sum of (i) $2.00 for each outstanding share of Series A Preferred Stock, 1,000.00 (subject to appropriate adjustments for stock splits, stock dividends, combinations or other recapitalizations as may be adjusted in accordance with Section 7) and hereafter referred to as the "Original Series A Issue Price"), (ii) $4.43 for each outstanding share of Series B Preferred Stock (subject to appropriate adjustments for stock splits, stock dividends, combinations or other recapitalizations all accrued and hereafter referred to as the "Original Series B Issue Price"), and (iii) an amount equal to declared but unpaid dividends (the “Liquidation Preference”). (b) In the event that, upon any such voluntary or involuntary liquidation, dissolution or winding up, the available assets of the Corporation are insufficient to pay the full amount of the Liquidation Preference on such share all outstanding shares of Series A Preferred Stock or Series B Preferred and all shares of Parity Stock, as applicable. If upon the occurrence of such event, the assets and funds thus distributed among then the holders of the Series A Preferred Stock and the Series B Preferred all holders of such Parity Stock shall share ratably in any such distribution of assets in proportion to the full liquidation preference to which they would otherwise be insufficient to permit the respectively entitled. (c) After payment to such holders of the full aforesaid preferential amounts, thenamount of the Liquidation Preference to which they are entitled, the entire assets and funds holders of Series A Preferred Stock will have no right or claim to any of the corporation legally available for distribution shall be distributed ratably among remaining assets of the holders Corporation. (d) Upon the Corporation’s provision of written notice as to the effective date of any such liquidation, dissolution or winding up of the Corporation, accompanied by a check in the amount of the full Liquidation Preference to which each record holder of the Series A Preferred Stock and the Series B Preferred Stock in proportion to the aggregate liquidation preferences of the respective series, and ratably among the holders of that series in proportion to the amount of such stock owned by each such holder. b. After the distributions described in subsection (a) above have been paidis entitled, the remaining assets of the corporation available for distribution to stockholders shall be distributed among the holders of Series A Preferred Stock, Series B Preferred Stock and Common Stock pro rata based on the number of shares of Common Stock held by each (assuming conversion of all such Series A Preferred Stock shall no longer be deemed outstanding shares of stock of the Corporation and all rights of the holders of such shares will terminate. Such notice shall be given by first class mail, postage pre-paid, to each record holder of the Series B A Preferred Stock)Stock at the respective mailing addresses of such holders as the same shall appear on the stock transfer records of the Corporation. c. A (e) In determining whether a distribution (other than upon voluntary or involuntary liquidation), by distribution, redemption or other acquisition of the Corporation’s equity securities is permitted under Maryland law, no effect shall be given to amounts that would be needed, if the Corporation were to be dissolved at the time of the distribution, to satisfy the preferential rights upon dissolution of stockholders whose preferential rights on dissolution are superior to those receiving the distribution. (f) The consolidation or merger of this corporation the Corporation with or into any other corporation business enterprise or corporationsof any other business enterprise with or into the Corporation, or a the sale, lease or conveyance or disposition of all or substantially all of the assets of this corporation or the effectuation by the corporation of a transaction or series of related transactions in which more than 50% business of the voting power of the corporation is disposed of (excluding the issuance of shares of Series A Preferred Stock pursuant to the Series A Preferred Stock Purchase Agreement and the issuance of Series B Preferred Stock pursuant to the Series B Preferred Stock Purchase Agreement)Corporation, shall be deemed to be not constitute a liquidation, dissolution or winding up within of the meaning of this Section 2Corporation.

Liquidation Preference. a. (i) In the event of any liquidation, dissolution or winding up of this corporation, either voluntary or involuntary, the holders of Series B Preferred Stock shall be entitled to receive, prior and in preference to any distribution of any of the assets of this corporation to the holders of Series A Preferred Stock and Common Stock by reason of their ownership thereof, an amount per share equal to the sum of (i) two U.S dollars and seventy five point seven cents (U$2.75656) (as may be adjusted in accordance with Section 1.3 of the Series B Preferred Stock Purchase Agreement) for each outstanding share of Series B Preferred Stock (the “Original Series B Issue Price”) plus annual interest at the rate of 90 days LIBOR plus 1.0%, for the period that has passed since the date of the first issuance of any Series B Preferred Stock, plus (ii) all declared but unpaid dividends on such share (subject to adjustment of such fixed dollar amounts for any stock splits, stock dividends, combinations, recapitalizations or the like)(collectively, the “B Preference Amount”). If upon the occurrence of such event, the assets and funds thus distributed among the holders of the Series B Preferred Stock shall be insufficient to permit the payment to such holders of the full aforesaid B Preference Amount, then the entire assets and funds of this corporation legally available for distribution shall be distributed ratably among the holders of the Series B Preferred Stock in proportion to the amount of such stock owned by each such holder. (ii) Upon the completion of the distribution required by subsection (i) of this Section 2, the remaining assets of this corporation available for distribution to stockholders shall be distributed among the holders of Series A Preferred Stock in accordance with the provision of Section (II)(2)(ii) of this Article IV. In such event, the holders of Series A Preferred Stock shall be entitled to receive, prior and in preference to any distribution of any of the assets of this corporation to the holders of Common Stock by reason of their ownership thereof, an amount per share equal to the sum of (i) $2.00 one US dollar (U$1.0) for each outstanding share of Series A Preferred Stock, Stock (subject to appropriate adjustments for stock splits, stock dividends, combinations or other recapitalizations and hereafter referred to as the "“Original Series A Issue Price")”) plus annual interest at the rate of 90 days LIBOR plus 1.0%, for the period that has passed since the date of issuance of any Series A Preferred Stock, plus (ii) $4.43 for each outstanding share of Series B Preferred Stock (subject to appropriate adjustments for stock splits, stock dividends, combinations or other recapitalizations and hereafter referred to as the "Original Series B Issue Price"), and (iii) an amount equal to all declared but unpaid dividends on such share (subject to adjustment of Series such fixed dollar amounts for any stock splits, stock dividends, combinations, recapitalizations or the like)(collectively, the “A Preferred Stock or Series B Preferred Stock, as applicablePreference Amount”). If upon the occurrence of such event, the such remaining assets and funds thus distributed of this corporation available for distribution among the holders of the Series A Preferred Stock and the Series B Preferred Stock shall be insufficient to permit the payment to such holders of the full aforesaid preferential amountsA Preference Amount, then, then the entire remaining assets and funds of the this corporation legally available for distribution shall be distributed ratably among the holders of the Series A Preferred Stock and the Series B Preferred Stock in proportion to the aggregate liquidation preferences of the respective series, and ratably among the holders of that series in proportion to the amount of such stock owned by each such holder. Notwithstanding the foregoing, the respective Preference Amounts shall not be payable, if upon a liquidation or deemed liquidation, the funds or assets available for distribution yield (i) in respect of each share of Series B Preferred Stock, three times the Original Series B Issue Price; and (ii) in respect of each share of Series A Preferred Stock, four times the Original Series A Issue Price, In such event, the holders of Preferred Stock shall not be entitled to their respective Preference Amounts and shall participate ratably with the holders of Common Stock as described in Section 2(iii) below. b. After (iii) Upon the distributions described in subsection completion of the distribution required by subsections (ai) above have been paidand (ii) of this Section 2, the remaining assets of the this corporation available for distribution to stockholders shall be distributed among the holders of Series A B Preferred Stock, Series B A Preferred Stock and Common Stock pro rata based on the number of shares of Common Stock held by each (assuming conversion of all such Series A Preferred Stock and Series B Preferred Stockon an as-converted basis). c. A consolidation or merger of this corporation with or into any other corporation or corporations, or a sale, conveyance or disposition of all or substantially all of the assets of this corporation or the effectuation by the corporation of a transaction or series of related transactions in which more than 50% of the voting power of the corporation is disposed of (excluding the issuance of shares of Series A Preferred Stock pursuant to the Series A Preferred Stock Purchase Agreement and the issuance of Series B Preferred Stock pursuant to the Series B Preferred Stock Purchase Agreement), shall be deemed to be a liquidation, dissolution or winding up within the meaning of this Section 2.

Liquidation Preference. a. In the event of Upon any voluntary or involuntary liquidation, dissolution or winding up of this corporation, either voluntary or involuntarythe affairs of the Corporation, the holders of Series A Preferred Stock and Series B Preferred Stock shall be are entitled to receive, prior and in preference to any distribution of any be paid out of the assets of this corporation the Corporation legally available for distribution to its stockholders, a liquidation preference of $25 per share (the "Liquidation Preference"), plus an amount equal to any accrued and unpaid dividends to the date of payment but without interest, before any distribution of assets is made to holders of Common Stock by reason or any other class or series of their ownership thereof, an amount per share equal stock of the Corporation that ranks junior to the sum of (i) $2.00 for each outstanding share of Series A Preferred StockStock as to liquidation rights. In the event that, (subject upon any such voluntary or involuntary liquidation, dissolution or winding up, the available assets of the Corporation are insufficient to appropriate adjustments for stock splits, stock dividends, combinations or other recapitalizations and hereafter referred to as pay the "Original Series A Issue Price"), (ii) $4.43 for each amount of the liquidating distributions on all outstanding share of Series B Preferred Stock (subject to appropriate adjustments for stock splits, stock dividends, combinations or other recapitalizations and hereafter referred to as the "Original Series B Issue Price"), and (iii) an amount equal to declared but unpaid dividends on such share shares of Series A Preferred Stock and the corresponding amounts payable on all stock of other classes or series of Preferred Stock of the Corporation ranking on a parity with the Series B A Preferred StockStock in the distribution of assets, as applicable. If upon the occurrence of such event, the assets and funds thus distributed among then the holders of shares of the Series A Preferred Stock and the Series B all other such classes or series of Preferred Stock shall be insufficient share ratably in any such distribution of assets in proportion to permit the payment to such holders of the full aforesaid preferential amounts, then, the entire assets and funds liquidating distributions to which they would otherwise be respectively entitled. Holders of the corporation legally available for distribution shall be distributed ratably among the holders shares of the Series A Preferred Stock and the Series B Preferred Stock in proportion will be entitled to the aggregate liquidation preferences written notice of any such liquidation. After payment of the respective seriesfull amount of the liquidating distributions to which they are entitled, and ratably among the holders of that series in proportion shares of Series A Preferred Stock will have no right or claim to the amount any of such stock owned by each such holder. b. After the distributions described in subsection (a) above have been paid, the remaining assets of the corporation available for distribution to stockholders shall be distributed among the holders of Series A Preferred Stock, Series B Preferred Stock and Common Stock pro rata based on the number of shares of Common Stock held by each (assuming conversion of all such Series A Preferred Stock and Series B Preferred Stock). c. A Corporation. The consolidation or merger of this corporation the Corporation with or into any other trust, corporation or corporationsentity or of any other corporation with or into the Corporation, or a the sale, lease or conveyance or disposition of all or substantially all of the assets of this corporation property or the effectuation by the corporation of a transaction or series of related transactions in which more than 50% business of the voting power of the corporation is disposed of (excluding the issuance of shares of Series A Preferred Stock pursuant to the Series A Preferred Stock Purchase Agreement and the issuance of Series B Preferred Stock pursuant to the Series B Preferred Stock Purchase Agreement)Corporation, shall not be deemed to be constitute a liquidation, dissolution or winding up within of the meaning of this Section 2Corporation.

Liquidation Preference. a. In the event of any liquidation, dissolution or winding up a Liquidation of this corporation, either voluntary or involuntarySpinCo, the holders of Series A the Preferred Stock and Series B Preferred Stock shall would be entitled to receive, prior to and in preference to any distribution of any of the assets of this corporation to the holders of the Common Stock, for each share of Preferred Stock by reason of their ownership thereofheld, an amount of proceeds equal to $1,000 per share equal to the sum of plus accrued but unpaid dividends. A (i) $2.00 for each merger or consolidation (other than one in which stockholders of SpinCo own a majority (by voting power) of the outstanding share shares of Series A Preferred Stock, (subject to appropriate adjustments for stock splits, stock dividends, combinations the surviving or other recapitalizations and hereafter referred to as the "Original Series A Issue Price"acquiring corporation), (ii) $4.43 for each outstanding share of Series B Preferred Stock (subject to appropriate adjustments for stock splitssale, stock dividendstransfer, combinations exclusive license or lease or other recapitalizations and hereafter referred to as the "Original Series B Issue Price"), and (iii) an amount equal to declared but unpaid dividends on such share of Series A Preferred Stock or Series B Preferred Stock, as applicable. If upon the occurrence of such event, the assets and funds thus distributed among the holders of the Series A Preferred Stock and the Series B Preferred Stock shall be insufficient to permit the payment to such holders of the full aforesaid preferential amounts, then, the entire assets and funds of the corporation legally available for distribution shall be distributed ratably among the holders of the Series A Preferred Stock and the Series B Preferred Stock in proportion to the aggregate liquidation preferences of the respective series, and ratably among the holders of that series in proportion to the amount of such stock owned by each such holder. b. After the distributions described in subsection (a) above have been paid, the remaining assets of the corporation available for distribution to stockholders shall be distributed among the holders of Series A Preferred Stock, Series B Preferred Stock and Common Stock pro rata based on the number of shares of Common Stock held by each (assuming conversion of all such Series A Preferred Stock and Series B Preferred Stock). c. A consolidation or merger of this corporation with or into any other corporation or corporations, or a sale, conveyance or disposition of all or substantially all of the assets of this corporation SpinCo, or the effectuation by the corporation (iii) acquisition of beneficial ownership of at least a transaction or series of related transactions in which more than 50% majority of the equity (measured by either voting power or economic interests) of SpinCo by a person or group (as that term is defined under Rule 13d-3 promulgated under the Securities Exchange Act of 1934) other than Wabtec and its subsidiaries, will be treated as a Liquidation, thereby triggering payment of the corporation preferences as described above. 1 The parties agree that the Dividend Rate is disposed intended to result in the Preferred Stock having a fair market value equal to par immediately following the Closing. If, as a result of changes taking place after the date of this amendment, the Dividend Rate would result in the Preferred Stock having a fair market value different than par immediately following the Closing, the parties will cooperate in good faith to adjust the Dividend Rate to the extent necessary for the Preferred Stock to have a fair market value equal to par. Voting Rights The Preferred Stock will have no voting rights, except (excluding i) for the right to elect one director to the SpinCo board of directors if the dividend has not been paid such that an arrearage of at least three full quarters of dividend payments exists (such board seat to remain until there is no arrearage) and (ii) as otherwise required by applicable law. The Preferred Stock will have class voting rights for amendments (including those effected by way of merger of SpinCo with another entity) that have an adverse discriminatory effect against the rights of the Preferred Stock relative to their effect on the rights of the other equity securities of SpinCo in any material respect. Optional Redemption The Preferred Stock will be redeemable, at the option of SpinCo, at any time following the seventh anniversary of the issuance of shares of Series A the Preferred Stock pursuant for a price equal to $1,000 per share plus accrued but unpaid dividends. No Mandatory Redemption The holders of the Preferred Stock will not have a right to require SpinCo to redeem the Preferred Stock. Transfer Restrictions The Preferred Stock will not be directly or indirectly transferrable prior to the Series A first anniversary of issuance. Thereafter, the Preferred Stock Purchase Agreement will be freely transferable, subject to any applicable securities laws, and upon any proposed transfer to any holder other than GE or a subsidiary thereof, such transfer shall be subject to the issuance written consent of Series B Wabtec (which consent shall not be unreasonably withheld, conditioned or delayed). Mergers For so long as the Preferred Stock pursuant to is outstanding, SpinCo will not merge or consolidate with any other person unless the Series B Preferred Stock Purchase Agreementeither remains outstanding or is exchanged for equivalent securities of the surviving or acquiring company (except if such transaction is treated as a Liquidation as described above), shall be deemed to be a liquidation, dissolution or winding up within the meaning of this Section 2.

Liquidation Preference. a. In the event of any liquidation, dissolution or winding up of this corporationthe Company, either whether voluntary or involuntary, the holders each share of Series A Preferred Stock and Series B C Preferred Stock shall be entitled to receive, prior and in preference to any distribution out of any legally available assets of the assets of this corporation to the holders of Common Stock by reason of their ownership thereofCompany, an amount per share equal to the sum of (i) $2.00 for each outstanding share of Series A Preferred Stock, (subject to appropriate adjustments for stock splits, stock dividends, combinations or other recapitalizations and hereafter referred to as the "Original Series A Issue Price"), (ii) $4.43 for each outstanding share of Series B Preferred Stock (subject to appropriate adjustments for stock splits, stock dividends, combinations or other recapitalizations and hereafter referred to as the "Original Series B Issue Price"), and (iii) a preferential distribution in cash in an amount equal to declared but the Stated Value plus any unpaid dividends on such share of Series A Preferred Stock or Series B Preferred Stock, as applicableto which it is entitled. If upon the occurrence of such event, the assets and funds thus distributed among the holders of the Series A Preferred Stock and the Series B Preferred Stock shall be insufficient to permit the payment to such holders of the full aforesaid preferential amounts, then, the entire assets and funds of the corporation legally available for distribution shall be distributed ratably among the holders of the Series A Preferred Stock and the Series B Preferred Stock in proportion to the aggregate liquidation preferences of the respective series, and ratably among the holders of that series in proportion to the amount of such stock owned by each such holder. b. After the distributions described in subsection (a) above have been paid, the remaining assets of the corporation available for distribution to stockholders shall be distributed among the holders of Series A Preferred Stock, Series B Preferred Stock and Common Stock pro rata based on the number of shares of Common Stock held by each (assuming conversion of all such Series A Preferred Stock and Series B Preferred Stock). c. A consolidation Consolidation or merger of this corporation with or into any other corporation or corporations, or a sale, conveyance or disposition sale of all or substantially all of the assets of this corporation or the effectuation by the corporation of a transaction or series of related transactions in which more than 50% of the voting power of the corporation is disposed of (excluding the issuance of shares of Series A Preferred Stock pursuant to the Series A Preferred Stock Purchase Agreement and the issuance of Series B Preferred Stock pursuant to the Series B Preferred Stock Purchase Agreement), Company shall be deemed to not be a liquidation, dissolution or winding up within of the meaning Company. Ranking: Junior to the Company’s Series A-1 Senior Convertible Preferred Stock, Series A-2 Senior Convertible Preferred Stock and Series B Senior Convertible Preferred Stock (the “Senior Preferred Stock”) with respect to any distributions upon liquidation, dissolution or winding up of this Section 2the Company. Senior to Common Stock with respect to any distributions upon liquidation, dissolution, winding up of the Company. The Company shall be permitted to issue new capital stock that is senior to or pari passu with the Series C Preferred Stock with respect to distributions upon liquidation, dissolution or winding up and other rights. While any bankruptcy event is pending: (i) there shall be no dividends or other distributions on shares of Common Stock or other securities that do not, by their terms, rank senior to or pari passu with the Series C Preferred Stock (“Junior Stock”) or any purchase, redemption, retirement or other acquisition for value or other payment in respect of Junior Stock unless the Series C Preferred Stock is paid its Stated Value plus any dividends to which it is entitled in full; and (ii) there shall be no such dividends, distributions, purchases, redemptions, retirement, acquisitions or payments on Junior Stock in each case in cash unless the Series C Preferred Stock has first been paid in full in cash its Stated Value plus any unpaid dividends to which it is entitled.

Liquidation Preference. a. (a) In the event of any the liquidation, dissolution or winding up of this corporationthe affairs of the Corporation, either whether voluntary or involuntary, holders of Series B Preferred Stock shall be entitled to receive for each share of Series B Preferred Stock, out of the Corporation’s assets or proceeds thereof (whether capital or surplus) available for distribution to the Corporation’s Shareholders, subject to the rights of any of the Corporation’s creditors, before any distribution of such assets or proceeds is made to or set aside for the holders of Common Stock or any other stock ranking junior to the Series A B Preferred Stock as to such distribution, payment of $4.60 per share plus an amount equal to the sum of (x) declared but unpaid dividends and (y) accrued Additional Dividends, if any, in each case, to and including the date of liquidation (the “Liquidation Preference”). (b) If in any distribution described in Section 4(a), the Corporation’s assets or proceeds thereof are not sufficient to pay in full the amounts payable with respect to all outstanding shares of Series B Preferred Stock and the corresponding amounts payable with respect to any other stock of the Corporation ranking equally with the Series B Preferred Stock as to such distribution, then holders of the Series B Preferred Stock and the holders of such other stock shall share ratably (based on the relative Liquidation Preference of the Series B Preferred Stock and such other stock) in any such distribution in proportion to the full respective distributions to which they are entitled. (c) For purposes of Section 4(a), the merger or consolidation of the Corporation with any other Person, including a merger or consolidation in which the holders of the Series B Preferred Stock receive cash, securities or other property for their shares, or the sale, lease or exchange for cash, securities or other property of all or substantially all of the assets of the Corporation, in each case shall not constitute a liquidation, dissolution or winding-up of the Corporation. (d) If the amount required under Section 4(a) has been paid in full to all holders of Series B Preferred Stock and the corresponding amounts payable with respect to any other stock of the Corporation ranking equally with the Series B Preferred Stock as to such distribution have been paid in full, the holders of other of the Corporation’s stock shall be entitled to receive all remaining assets of the Corporation (or proceeds thereof) according to their respective rights and preferences; provided, that if the amount of such assets or proceeds to be distributed with respect to a number of shares of the Corporation’s Common Stock equal to the then-current Conversion Rate (the “As-converted Liquidation Amount”) exceeds $4.60 per share, then holders of Series B Preferred Stock shall be entitled to receive, prior and in preference to any distribution of any of the assets of this corporation to the holders of Common Stock by reason of their ownership thereof, an amount per share equal to the sum of (i) $2.00 for each outstanding share of Series A Preferred Stock, (subject to appropriate adjustments for stock splits, stock dividends, combinations or other recapitalizations and hereafter referred to as the "Original Series A Issue Price"), (ii) $4.43 for each outstanding share of Series B Preferred Stock Stock, an additional amount (subject to the “Liquidation Participation Amount”) out of such assets or proceeds such that the As-converted Liquidation Amount equals the sum of the Liquidation Preference plus the Liquidation Participation Amount, after making appropriate adjustments for stock splits, stock dividends, combinations or other recapitalizations and hereafter referred to as adjustment such that the "Original Series B Issue Price"), and (iii) an amount equal to declared but unpaid dividends on such share holders of Series A Preferred Stock or Series B Preferred Stock, the Series D Preferred Stock and any other Parity Securities receive the same amount on an as-converted basis as applicable. If upon the occurrence of such event, the assets and funds thus distributed among the holders of the Series A Preferred Stock and the Series B Preferred Stock shall be insufficient to permit the payment to such holders of the full aforesaid preferential amounts, then, the entire assets and funds of the corporation legally available for distribution shall be distributed ratably among the holders of the Series A Preferred Stock and the Series B Preferred Stock in proportion to the aggregate liquidation preferences of the respective series, and ratably among the holders of that series in proportion to the amount of such stock owned by each such holder. b. After the distributions described in subsection (a) above have been paid, the remaining assets of the corporation available for distribution to stockholders shall be distributed among the holders of Series A Preferred Stock, Series B Preferred Stock and Common Stock pro rata based on the a number of shares of Common Stock held by equal to the then-current conversion rate applicable to each (assuming conversion of all such Series A Preferred Stock and the Series B Preferred Stock). c. A consolidation or merger of this corporation with or into , the Series D Preferred Stock and any other corporation or corporations, or a sale, conveyance or disposition of all or substantially all of the assets of this corporation or the effectuation by the corporation of a transaction or series of related transactions in which more than 50% of the voting power of the corporation is disposed of (excluding the issuance of shares of Series A Preferred Stock pursuant to the Series A Preferred Stock Purchase Agreement and the issuance of Series B Preferred Stock pursuant to the Series B Preferred Stock Purchase Agreement), shall be deemed to be a liquidation, dissolution or winding up within the meaning of this Section 2Parity Securities.

Liquidation Preference. a. (a) In the event of any liquidation, dissolution or winding up of this corporationthe Corporation, either voluntary or involuntary, the holders of the Series A Preferred Stock and Series B Preferred Stock shall be entitled to receive, prior and in preference to any distribution of any assets of the assets of this corporation Corporation to the holders of the Common Stock by reason or any other class or series of their ownership thereofshares except any class or series which is entitled to priority over the Series A Preferred, an the amount of $1,000 per share equal to the sum of (i) $2.00 for each outstanding share of Series A Preferred Stock, (subject to appropriate adjustments for stock splits, stock dividends, combinations or other recapitalizations and hereafter referred to as the "Original Series A Issue Price"), (ii) $4.43 for each outstanding share of Series B Preferred Stock (subject to appropriate adjustments for stock splits, stock dividends, combinations or other recapitalizations and hereafter referred to as the "Original Series B Issue Price"), and (iii) an amount equal to declared plus any accrued but unpaid dividends on such share of Series A Preferred Stock or Series B Preferred Stock, as applicable. If upon (the occurrence of such event, the assets and funds thus distributed among the holders of the Series A Preferred Stock and the Series B Preferred Stock shall be insufficient to permit the payment to such holders of the full aforesaid preferential amounts, then, the entire assets and funds of the corporation legally available for distribution shall be distributed ratably among the holders of the Series A Preferred Stock and the Series B Preferred Stock in proportion to the aggregate liquidation preferences of the respective series, and ratably among the holders of that series in proportion to the amount of such stock owned by each such holder. b. After the distributions described in subsection (a) above have been paid, the remaining assets of the corporation available for distribution to stockholders shall be distributed among the holders of Series A Preferred Stock, Series B Preferred Stock and Common Stock pro rata based on the number of shares of Common Stock held by each (assuming conversion of all such Series A Preferred Stock and Series B Preferred Stock"Liquidation Preference"). c. A (b) Subject to the last sentence of this Section 3(b), a consolidation or merger of this corporation the Corporation with or into any other corporation or corporations, or a sale, conveyance or disposition sale of all or substantially all of the assets of this corporation or the effectuation by Corporation, shall, at the corporation of a transaction or series of related transactions in which more than 50% option of the voting power holders of the corporation is disposed of (excluding the issuance of shares of Series A Preferred Stock pursuant to the Series A Preferred Stock Purchase Agreement and the issuance of Series B Preferred Stock pursuant to the Series B Preferred Stock Purchase Agreement)Preferred, shall be deemed to be a liquidation, dissolution or winding up within the meaning of this Section 23 if the shares of stock of the Corporation (along with all derivative securities) outstanding immediately prior to such transaction represent immediately after such transaction less than a majority of the voting power of the surviving corporation (or of the acquirer of the Corporation's assets in the case of a sale of assets). Such option may be exercised by the vote or written consent of holders of a majority of the Series A Preferred at any time within thirty calendar days after written notice of the essential terms of such transaction shall have been given to the holders of the Series A Preferred as provided in Section 8 hereof. Such notice shall be given by the Corporation immediately following determination of such essential terms. If such option is exercised, the holders of the Series A Preferred shall be entitled to receive, in cash, immediately upon the occurrence of such transaction, an amount per share equal to the Liquidation Preference. This Section shall not apply to a business combination in which substantially all the Common Stock of the Corporation is converted into or exchanged for voting common stock of the corporation surviving such business combination, if (i) such common stock of the surviving corporation is listed and traded on The Nasdaq Stock Market or the New York Stock Exchange, and (ii) the Board of Directors of the Corporation determines in good faith that the conversion rights and other rights and preferences of the Series A Preferred are preserved and not rendered of less value by the terms of such business combination.

Liquidation Preference. a. (a) In the event of any voluntary or involuntary liquidation, dissolution dissolution, or winding up of this corporation, either voluntary or involuntarythe Company, the holders of Series A Preferred Stock and Series B Preferred Stock Holders then outstanding shall be entitled to receivebe paid out of the assets of the Company available for distribution to its shareholders, after and subject to the payment in full of all amounts required to be distributed to the holders of any class or series of stock of the Company ranking on liquidation prior and in preference to the Series B Preferred Stock, but before any distribution of any of the assets of this corporation payment shall be made to the holders of Common Stock by reason of their ownership thereofor any other Junior Shares, an amount per share equal to the sum of (i) $2.00 for each outstanding US$0.16 per share of Series A B Preferred Stock, on a converted basis (subject i.e., an amount equal to appropriate adjustments for stock splits, stock dividends, combinations or other recapitalizations and hereafter referred to as the "Original Series A Issue Price"), (ii) $4.43 for US$0.16 per share per each outstanding share of Series Common Stock issuable upon conversion of the share of series B Preferred Stock (subject to appropriate adjustments for adjustment in the event of any stock splitsdividend, stock dividendssplit, combinations combination or other recapitalizations and hereafter referred to as the "Original Series B Issue Price"similar recapitalization affecting such shares), and (iii) an amount equal to declared but unpaid dividends on such share of Series A Preferred Stock or Series B Preferred Stock, as applicable. If upon any such liquidation, dissolution, or winding up of the occurrence Company the remaining assets of such eventthe Company available for distribution to its shareholders shall be insufficient to pay the Holders the full amount to which they shall be entitled, the assets Holders and funds thus distributed among the holders any other class or series of the Series A Preferred Stock and stock ranking on liquidation on a parity with the Series B Preferred Stock shall be insufficient to permit the payment to such holders share ratably in any distribution of the full aforesaid preferential amounts, then, the entire remaining assets and funds of the corporation legally available for distribution shall Company in proportion to the respective amounts which would otherwise be distributed ratably among the holders payable in respect of the shares held by them upon such distribution if all amounts payable on or with respect to such shares were paid in full. The Common Stock shall constitute Junior Shares hereunder and may not be converted into shares of any other class or series. (b) After the payment of all preferential amounts required to be paid to the Holders and any other class or series of stock of the Company ranking on liquidation on a parity with the Series A B Preferred Stock and Stock, upon the dissolution, liquidation or winding up of the Company, the Series B Preferred Stock in proportion shall participate (on an as-converted to the aggregate liquidation preferences of the respective series, and ratably among Common Stock basis) with the holders of that series in proportion to the amount of such stock owned by each such holder. b. After the distributions described in subsection (a) above have been paid, the remaining assets of the corporation available for distribution to stockholders shall be distributed among the holders of Series A Preferred Stock, Series B Preferred Stock and Common Stock pro rata based on the number of shares of Common Stock held by each (assuming conversion then outstanding in the remaining assets and funds of all such Series A Preferred Stock and Series B Preferred Stock)the Company available for distribution to its shareholders after the payment of any preferential amount otherwise payable on any capital stock of the Company. c. A (c) The consolidation or merger of this corporation the Company with or into any other corporation or corporations, or a salethe reduction of the capital stock of the Company, conveyance or disposition the sale of transfer by the Company of all or substantially all any part of the assets of this corporation or the effectuation by the corporation of a transaction or series of related transactions in which more than 50% of the voting power of the corporation is disposed of (excluding the issuance of shares of Series A Preferred Stock pursuant to the Series A Preferred Stock Purchase Agreement and the issuance of Series B Preferred Stock pursuant to the Series B Preferred Stock Purchase Agreement)its assets, shall be deemed to be a liquidation, dissolution or winding up within liquidation of the meaning of this Section 2Company.

Liquidation Preference. a. (a) In the event of any Change of Control (as defined in Section 10), liquidation, dissolution or winding winding-up of this corporationthe Corporation, either whether voluntary or involuntary, before any payment or distribution of the Corporation’s property or assets (whether capital or surplus) shall be made to or set apart for the holders of Junior Securities, the holders of Series A Preferred Stock and Series B Preferred Stock shall be entitled to receive, prior and in preference to any distribution of any of the assets of this corporation to the holders of Common Stock by reason of their ownership thereof, receive an amount per share of Series A Preferred Stock equal to the sum greater of (i) $2.00 for each outstanding share 10.00 (which amount shall be appropriately adjusted in the event of any stock split, stock combination or other similar recapitalization of the Series A Preferred Stock, ) (subject to appropriate adjustments for stock splits, stock dividends, combinations or other recapitalizations the “Stated Value”) and hereafter referred to as the "Original Series A Issue Price"), (ii) $4.43 for each outstanding share the amount and type of Series B Preferred Stock (subject to appropriate adjustments for stock splits, stock dividends, combinations or other recapitalizations and hereafter referred to as the "Original Series B Issue Price"), and (iii) an amount equal to declared but unpaid dividends on consideration such share of Series A Preferred Stock would be entitled to receive pursuant to the Change of Control, liquidation, dissolution or Series B Preferred Stockwinding-up of the Corporation assuming that such share had been converted into shares of Common Stock in a Deemed Conversion. If, as applicable. If upon any Change of Control, liquidation, dissolution or winding-up of the occurrence of such eventCorporation, the Corporation’s assets, or proceeds thereof, distributable among the holders of Series A Preferred Stock and any Parity Securities are insufficient to pay in full the aggregate amount of the liquidation preference payable in respect of all outstanding shares of Series A Preferred Stock and Parity Securities, such assets and funds thus or the proceeds thereof shall be distributed among the holders of the Series A Preferred Stock and Parity Securities ratably in proportion to the Series B Preferred Stock shall be insufficient to permit the payment to such holders respective amounts of the full aforesaid preferential amounts, then, the entire assets and funds liquidation preference that would be payable on such shares of the corporation legally available for distribution shall be distributed ratably among the holders of the Series A Preferred Stock and the Series B Preferred Stock Parity Securities if all such amounts were paid in proportion full. (b) Subject to the aggregate liquidation preferences rights of the respective series, and ratably among the holders of that series any Parity Securities, after payment shall have been made in proportion full to the amount of such stock owned by each such holder. b. After the distributions described in subsection (a) above have been paid, the remaining assets of the corporation available for distribution to stockholders shall be distributed among the holders of Series A Preferred Stock, Series B Preferred Stock and Common Stock pro rata based on the number of shares of Common Stock held by each (assuming conversion of all such Series A Preferred Stock and Series B Preferred Stock). c. A consolidation or merger of this corporation with or into any other corporation or corporations, or a sale, conveyance or disposition of all or substantially all of the assets of this corporation or the effectuation by the corporation of a transaction or series of related transactions in which more than 50% of the voting power of the corporation is disposed of (excluding the issuance of shares of Series A Preferred Stock pursuant to this Section 4, the holders of Junior Securities shall be entitled to receive all remaining assets of the Corporation, subject to the respective terms applying thereto, in the same type of consideration that the holders of Series A Preferred Stock Purchase Agreement and the issuance of Series B Preferred Stock received pursuant to the Series B Preferred Stock Purchase Agreement), shall be deemed to be a liquidation, dissolution or winding up within the meaning of this Section 24.

Liquidation Preference. a. (i) In the event of any liquidationLiquidation, dissolution or winding up of this corporation, either whether voluntary or involuntary, before any payment of cash or distribution of other property shall be made to the holders of Common Stock, or any other class or series of stock subordinate in liquidation preference to the Series A B Preferred Stock and Stock, the holders of the Series B Preferred Stock shall be entitled to receive, prior and in preference to any distribution of any receive out of the assets of this corporation the Corporation legally available for distribution to the holders its stockholders, on behalf of Common Stock by reason of their ownership thereof, an amount per share equal to the sum of (i) $2.00 for each outstanding share of Series A Preferred Stock, (subject to appropriate adjustments for stock splits, stock dividends, combinations or other recapitalizations and hereafter referred to as the "Original Series A Issue Price"), (ii) $4.43 for each outstanding share of Series B Preferred Stock held by such holder, U.S.$500.00 (subject to appropriate adjustments for stock splits, stock dividends, combinations or other recapitalizations and hereafter referred to as the "Original Series B Issue Price")) (as appropriately adjusted for any combinations, and (iii) an amount equal to declared but unpaid dividends on such share of Series A Preferred Stock divisions, or similar recapitalizations affecting the Series B Preferred StockStock after issuance) and all accumulated or accrued and unpaid dividends thereon (collectively, as applicable. If the "Series B Liquidation Preference"). (ii) If, upon the occurrence of such eventany Liquidation, the assets and funds thus distributed among of the Corporation available for distribution to its stockholders are insufficient to pay the holders of the Series A B Preferred Stock and the full amounts to which they are entitled pursuant to clause (b)(i) above, the holders of the Series B Preferred Stock shall share pro rata in any distribution of assets in proportion to the respective amounts which would be insufficient payable to permit the payment to such holders of the full aforesaid preferential amounts, then, the entire assets and funds of the corporation legally available for distribution shall be distributed ratably among the holders of the Series A B Preferred Stock and any other class or series of capital stock of the Corporation ranking on par with the Series B Preferred Stock in proportion to the aggregate liquidation preferences respect of the respective series, and ratably among the holders of that series shares held by them if all amounts payable to them in proportion to the amount respect of such stock owned by each such holderwere paid in full pursuant to clause (b)(i) above. b. (iii) After the distributions described in subsection clause (ab)(i) or (b)(ii) above have been paid, subject to the rights of any other class or series of capital stock of the Corporation that may from time to time come into existence, the remaining assets of the corporation Corporation available for distribution to stockholders shall be distributed among the holders of Series A Preferred Stock, Series B Preferred Stock and Common Stock pro rata based on the number of shares of Common Stock held by each (assuming conversion of all such Series A Preferred Stock and Series B Preferred Stock)each. c. A consolidation or merger of this corporation with or into any other corporation or corporations, or a sale, conveyance or disposition of all or substantially all of the assets of this corporation or the effectuation by the corporation of a transaction or series of related transactions in which more than 50% of the voting power of the corporation is disposed of (excluding the issuance of shares of Series A Preferred Stock pursuant to the Series A Preferred Stock Purchase Agreement and the issuance of Series B Preferred Stock pursuant to the Series B Preferred Stock Purchase Agreement), shall be deemed to be a liquidation, dissolution or winding up within the meaning of this Section 2.

Liquidation Preference. a. 1.1 In the event of any liquidationLiquidation Event (as defined below), dissolution or winding up of this corporation, either voluntary or involuntary, all assets and funds legally available for distribution to the holders of Series A Preferred Stock and Series B Preferred Stock Shareholders shall be entitled to receivedistributed as follows: (a) FIRST, prior to and in preference to any distribution of any of the assets and funds to any Shareholders other than the Investing Parties that made Capital Contributions, each Investing Party that made Capital Contributions shall be entitled to receive an amount, the price per unit of this corporation to the holders equity of Common Stock by reason of their ownership thereof, an amount per share which is equal to the sum Investing Party Purchase Price, plus a simple interest rate of (i) $2.00 for each outstanding share 8% per annum from the date of Series A Preferred Stockthe Closing until the full payment of the total liquidation preference amount, (subject to appropriate adjustments for stock splits, stock dividends, combinations or other recapitalizations and hereafter referred to as the "Original Series A Issue Price"), (ii) $4.43 for each outstanding share of Series B Preferred Stock (subject to appropriate adjustments for stock splits, stock dividends, combinations or other recapitalizations and hereafter referred to as the "Original Series B Issue Price"), and (iii) an amount equal to plus declared but unpaid dividends on the equity interests held by such share of Series A Preferred Stock or Series B Preferred Stock, as applicable. If upon Investing Party (the occurrence of such event“Liquidation Preference”); (b) SECOND, the remaining assets and funds thus distributed among the holders of the Series A Preferred Stock and the Series B Preferred Stock shall be insufficient to permit the payment to such holders of the full aforesaid preferential amounts, then, the entire assets and funds of the corporation legally available for distribution to the Shareholders shall be distributed ratably among all the holders of Shareholders (including the Series A Preferred Stock and the Series B Preferred Stock Investing Parties) in proportion to the aggregate liquidation preferences of the respective series, and ratably among the holders of that series in proportion equity interests held by them. A “Liquidation Event” shall be deemed to the amount of such stock owned by each such holder. b. After the distributions described in subsection have occurred upon: (a) above have been paidliquidation, the remaining assets dissolution or winding up of the corporation available for distribution to stockholders shall be distributed among the holders of Series A Preferred StockCompany, Series B Preferred Stock and Common Stock pro rata based on the number of shares of Common Stock held by each (assuming conversion of all such Series A Preferred Stock and Series B Preferred Stock). c. A consolidation or merger of this corporation with or into b) any other corporation or corporationsconsummated merger, amalgamation, acquisition, or other business combination in which the Shareholders owning a majority of the voting power or voting stock of the Company immediately prior to such transaction do not own a majority of the voting power or voting stock of the Company, or (c) any sale, conveyance lease, transfer, exclusive license or other disposition of all or substantially all of the assets of this corporation or the effectuation Company and its subsidiaries (taken as a whole). 1.2 In the event of any new equity financing by the corporation of a transaction or series of related transactions Company after the Closing Date in which more than 50% of the voting power of the corporation any new investor is disposed of (excluding the issuance of shares of Series A Preferred Stock pursuant entitled to receive a liquidation preference equal to the Series A Preferred Stock Purchase Agreement investment amount paid by such new investor, plus declared but unpaid dividend on the equity interests held by such new investor and further plus annual interest at a certain interest rate ("New Investor’s Interest Rate”), then the issuance Investing Party’s Liquidation Preference hereof shall be automatically amended and equal to an amount, the price per unit of Series B Preferred Stock pursuant equity of which is equal to the Series B Preferred Stock Investing Party Purchase Agreement)Price, shall be deemed to be a liquidationplus declared but unpaid dividends on the equity interests held by such Investing Party, dissolution or winding up within and further plus an annual interest at the meaning of this Section 2New Investor’s Interest Rate.

Liquidation Preference. a. (a) In the event of any liquidation, dissolution or winding up of this corporation, either voluntary or involuntary, subject to the rights of any additional series of Preferred Stock that may from time to time come into existence in accordance with Section 6 hereof, the holders of Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock and Series B E Preferred Stock shall be entitled to receive, prior and in preference to any distribution of any of the assets of this corporation to the holders of Common Stock by reason of their ownership thereof, an amount per share equal to the sum of (iA) $2.00 for each outstanding share of Series A Preferred Stock, Stock (subject to appropriate adjustments for stock splits, stock dividends, combinations or other recapitalizations and hereafter hereinafter referred to as the "Original Series A Issue Price"), (iiB) $4.43 3.00 for each outstanding share of Series B Preferred Stock (subject to appropriate adjustments for stock splits, stock dividends, combinations or other recapitalizations and hereafter hereinafter referred to as the "Original Series B Issue Price"), and (iiiC) an amount equal to declared but unpaid dividends on such $6.00 for each outstanding share of Series A C Preferred Stock (subject to appropriate adjustments for stock splits, stock dividends, combinations or other recapitalizations and hereinafter referred to as the "Original Series B Preferred StockC Issue Price"), as applicable. If upon the occurrence (D) $7.20 for each outstanding share of such event, the assets and funds thus distributed among the holders of the Series A D Preferred Stock (subject to appropriate adjustments for stock splits, stock dividends, combinations or other recapitalizations and hereinafter referred to as the "Original Series B D Issue Price"), (E) $8.00 for each outstanding share of Series E Preferred Stock shall be insufficient (subject to permit appropriate adjustments for stock splits, stock dividends, combinations or other recapitalizations and hereinafter referred to as the payment to such holders of the full aforesaid preferential amounts, then, the entire assets "Original Series E Issue Price") and funds of the corporation legally available for distribution shall be distributed ratably among the holders of the Series A Preferred Stock and the Series B Preferred Stock in proportion to the aggregate liquidation preferences of the respective series, and ratably among the holders of that series in proportion to the amount of such stock owned by each such holder.(F) an b. (b) After the distributions described in subsection (a) above have been paid, and subject to the rights of any additional series of Preferred Stock which may from time to time come into existence, the remaining assets of the corporation available for distribution to stockholders shareholders shall be distributed among the holders of Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock, Series E Preferred Stock and Common Stock pro rata based on the number of shares of Common Stock held by each (assuming conversion of all such Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock and Series B E Preferred Stock). c. (c) A consolidation or merger of this corporation with or into any other corporation or corporationscorporations in which the shareholders of this corporation immediately prior to such consolidation or merger own less than fifty percent (50%) of the voting power of the successor corporation or corporations immediately after such consolidation or merger, or a sale, conveyance or disposition of all or substantially all of the assets of this corporation or the effectuation by the corporation of a transaction or series of related transactions in which more than fifty percent (50% %) of the voting power of the corporation is disposed of (excluding the issuance of shares of Series A Preferred Stock pursuant to the Series A Preferred Stock Purchase Agreement and the issuance of Series B Preferred Stock pursuant to the Series B Preferred Stock Purchase Agreement)of, shall be deemed to be a liquidation, dissolution or winding up within the meaning of this Section 2, unless, in each such case, the value of the consideration to be received by the holders of Series A Preferred Stock, the holders of Series B Preferred Stock, the holders of Series C Preferred Stock, the holders of Series D Preferred Stock and the holders of Series E Preferred Stock, without treating such transaction as a liquidation, dissolution or winding up within the meaning of this Section 2, exceeds $10.00 per share (subject to appropriate adjustments for stock splits, stock dividends or combinations). (d) Whenever a distribution provided for in subsections (a) and (b) above or a transaction described in subsection (c) above shall be payable in securities or property other than cash, the value of such distribution or the consideration to be received in such transaction shall be the fair market value of such securities or other property as determined in good faith by the Board of Directors.

Liquidation Preference. a. In the event of our voluntary or involuntary liquidation, dissolution or winding up, the holders of shares of Series C Preferred Stock will be entitled to be paid, out of our assets legally available for distribution to our stockholders, a liquidation preference of $25.00 per share, plus an amount equal to any accumulated and unpaid dividends on such shares to, but excluding, the date of payment, but without interest, before any distribution of assets is made to holders of our common stock or any other class or series of our capital stock that ranks junior to the Series C Preferred Stock as to liquidation rights. If our assets legally available for distribution to stockholders are insufficient to pay in full the liquidation preference on the Series C Preferred Stock and the liquidation preference on any shares of preferred stock equal in rank with the Series C Preferred Stock, all assets distributed to the holders of the Series C Preferred Stock and any other series of preferred stock equal in rank with the Series C Preferred Stock will be distributed ratably so that the amount of assets distributed per share of Series C Preferred Stock and such other series of preferred stock equal in rank with the Series C Preferred Stock will in all cases bear to each other the same ratio that the liquidation preference per share on the Series C Preferred Stock and on such other series of preferred stock bear to each other. Written notice of any such liquidation, dissolution or winding up of this corporationus, either voluntary stating the payment date or involuntarydates when, and the place or places where, the amounts distributable in such circumstances will be payable, will be given by first class mail, postage pre-paid, not less than 30 nor more than 60 days prior to the payment date stated therein, to each record holder of the Series C Preferred Stock at the respective addresses of such holders as the same appear on the stock transfer records of the Company. After payment of the full amount of the liquidation preference, plus any accumulated and unpaid dividends to which they are entitled, the holders of Series A C Preferred Stock and Series B Preferred Stock shall be entitled to receive, prior and in preference will have no right or claim to any distribution of any of the assets of this corporation to the holders of Common Stock by reason of their ownership thereof, an amount per share equal to the sum of (i) $2.00 for each outstanding share of Series A Preferred Stock, (subject to appropriate adjustments for stock splits, stock dividends, combinations or other recapitalizations and hereafter referred to as the "Original Series A Issue Price"), (ii) $4.43 for each outstanding share of Series B Preferred Stock (subject to appropriate adjustments for stock splits, stock dividends, combinations or other recapitalizations and hereafter referred to as the "Original Series B Issue Price"), and (iii) an amount equal to declared but unpaid dividends on such share of Series A Preferred Stock or Series B Preferred Stock, as applicableour remaining assets. If upon the occurrence of such event, the assets and funds thus distributed among the holders of the Series A Preferred Stock and the Series B Preferred Stock shall be insufficient to permit the payment to such holders of the full aforesaid preferential amounts, then, the entire assets and funds of the corporation legally available for distribution shall be distributed ratably among the holders of the Series A Preferred Stock and the Series B Preferred Stock in proportion to the aggregate liquidation preferences of the respective series, and ratably among the holders of that series in proportion to the amount of such stock owned by each such holder. b. After the distributions described in subsection (a) above have been paid, the remaining assets of the corporation available for distribution to stockholders shall be distributed among the holders of Series A Preferred Stock, Series B Preferred Stock and Common Stock pro rata based on the number of shares of Common Stock held by each (assuming conversion of all such Series A Preferred Stock and Series B Preferred Stock). c. A consolidation we convert into or merger of this corporation consolidate or merge with or into any other corporation corporation, trust or corporationsentity, effect a statutory share exchange or a salesell, conveyance lease, transfer or disposition of convey all or substantially all of the assets of this corporation our property or the effectuation by the corporation of a transaction or series of related transactions in which more than 50% of the voting power of the corporation is disposed of (excluding the issuance of shares of Series A Preferred Stock pursuant to the Series A Preferred Stock Purchase Agreement and the issuance of Series B Preferred Stock pursuant to the Series B Preferred Stock Purchase Agreement)business, shall we will not be deemed to be a liquidationhave liquidated, dissolution dissolved or winding up within the meaning of this Section 2wound up.

Liquidation Preference. a. (a) In the event of any liquidation, dissolution or winding up of this corporation, either voluntary or involuntary, subject to the rights of series of Preferred Stock that may from time to time come into existence, the holders of Series A Preferred Stock and Series B Preferred Stock shall be entitled to receive, pro-rata and prior and in preference to any distribution of any of the assets of this corporation to the holders of Common Stock by reason of their ownership thereof, (i) with respect to the Series A Preferred Stock, an amount per share equal to the sum of (iA) $2.00 6.675 for each outstanding share of Series A Preferred Stock, Stock (subject to appropriate adjustments for stock splits, stock dividends, combinations or other recapitalizations and hereafter referred to as the "Original Series A Issue Price")) and (B) an amount equal to the sum of (I) five percent (5%) return on the Original Series A Issue Price, compounded annually from the Series A Purchase Date (as defined herein) through the date of liquidation, dissolution or winding up of this corporation and (II) declared but unpaid dividends on each share and (ii) with respect to the Series B Preferred Stock, an amount per share equal to the sum of (A) $4.43 6.675 for each outstanding share of Series B Preferred Stock (subject to appropriate adjustments for stock splits, stock dividends, combinations or other recapitalizations and hereafter referred to as the "Original Series B Issue Price"), ) and (iiiB) an amount equal to the sum of (I) five percent (5%) return on the Original Series B Issue Price, compounded annually from the Series B Purchase Date (as defined herein) through the date of liquidation, dissolution or winding up of this corporation and (II) declared but unpaid dividends on such share of Series A Preferred Stock or Series B Preferred Stock, as applicableeach share. If upon the occurrence of such event, the assets and funds thus distributed among the holders of the Series A Preferred Stock and the Series B Preferred Stock shall be insufficient to permit the payment to such holders of the full aforesaid preferential amounts, then, subject to the rights of series of Preferred Stock that may from time to time come into existence, the entire assets and funds of the corporation legally available for distribution shall be distributed ratably among the holders of the Series A Preferred Pre- ferred Stock and the Series B Preferred Stock in proportion to the aggregate liquidation preferences of the respective series, and ratably among the holders of that series in proportion to the amount of such stock owned by each such holder. b. (b) After the distributions described in subsection (a) above have been paid, subject to the rights of series of Preferred Stock which may from time to time come into existence, the remaining funds and assets of the corporation available for distribution to stockholders shareholders shall be distributed among the holders of Series A Preferred Stock, Series B Preferred Stock and Common Stock pro rata based on the number of shares of Common Stock held by each (assuming conversion of all such Series A Preferred Stock and Series B Preferred Stock)each. c. A consolidation or merger (i) For purposes of this corporation with or into any other corporation or corporationsSection 2, or a sale, conveyance or disposition of all or substantially all of the assets of this corporation or the effectuation by the corporation of a transaction or series of related transactions in which more than 50% of the voting power of the corporation is disposed of (excluding the issuance of shares of Series A Preferred Stock pursuant to the Series A Preferred Stock Purchase Agreement and the issuance of Series B Preferred Stock pursuant to the Series B Preferred Stock Purchase Agreement), shall be deemed to be a liquidation, dissolution or winding up within the meaning of this Section 2.corporation shall be deemed to be occasioned by, or to include, (A) the acquisition of the corporation by another entity by means of any transaction or series of

Liquidation Preference. a. In the event of any Upon liquidation, dissolution or and winding up of this corporation, either the Corporation (whether voluntary or involuntary) (a "Liquidation Event"), the holders of Series A Preferred Stock and Series B Preferred Stock Corporation shall be entitled to receive, prior and in preference to any distribution of any of the assets of this corporation pay to the holders of Common Stock by reason of their ownership thereof, an amount per share equal to the sum of (i) $2.00 for each outstanding share of Series A Preferred Stock, (subject to appropriate adjustments for stock splits, stock dividends, combinations or other recapitalizations and hereafter referred to as the "Original Series A Issue Price"), (ii) $4.43 for each outstanding share of Series B I Preferred Stock (subject unless otherwise provided for in the resolution or resolutions creating such stock) the aggregate Liquidation Value attributable to appropriate adjustments for stock splitssuch shares (each, stock dividends, combinations or other recapitalizations and hereafter referred to as the a "Original Series B Issue PriceShare"), and (iii) an amount equal to declared plus any accrued but unpaid dividends on such share of Series A Preferred Stock or Series B Preferred Stock, as applicablethereon. If upon the occurrence of any such eventLiquidation Event, the Corporation's assets and funds thus to be distributed among the holders of the Junior Securities, Series A B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock, Series F Preferred Stock, Series G Preferred Stock, Series H Preferred Stock and the Series B I Preferred Stock shall be are insufficient to permit the payment to such holders of the full aforesaid preferential amountsaggregate amount of their respective liquidation preference pursuant to the Corporation's Amended and Restated Certificate of Incorporation, thenas amended from time to time (the "Charter"), as applicable, then the entire assets and funds of the corporation legally available for distribution shall to be distributed ratably among the holders of the Series A Preferred Stock and the Series B Preferred Stock in proportion to the aggregate liquidation preferences of the respective series, and ratably among the holders of that series in proportion to the amount of such stock owned by each such holder. b. After the distributions described in subsection (a) above have been paid, the remaining assets of the corporation available for distribution to Corporation's stockholders shall be distributed among in accordance with the holders priorities set forth in Article IV, Section 3 of the Charter, with the Series A I Preferred StockStock ranking pari passu with the Series D, Series B F, G and H Preferred Stock and Common Stock pro rata based on the number of shares of Common Stock held by each (assuming conversion of all such Series A Preferred Stock and Series B Preferred Stock). c. A consolidation or merger of this corporation with or into any other corporation or corporations, or a sale, conveyance or disposition of all or substantially all of the assets of this corporation or the effectuation by the corporation of a transaction or series of related transactions in which more than 50% of the voting power of the corporation is disposed of (excluding the issuance of shares of Series A Preferred Stock pursuant to the Series A Preferred Stock Purchase Agreement and the issuance of Series B Preferred Stock pursuant prior to the Series B and C Preferred Stock. Not less than sixty (60) days prior to the payment date of the Liquidation Value, the Corporation shall mail written notice of any such Liquidation Event to each record holder of Series I Preferred Stock, setting forth in reasonable detail the amount of proceeds to be paid with respect to each Share and each share of Common Stock Purchase Agreement), in connection with such Liquidation Event. A change of control of the Corporation shall not be deemed to be a liquidation, dissolution or winding up within the meaning Liquidation Event for purposes of this Section 23.

Liquidation Preference. a. In the event of any liquidation, dissolution or winding up of this corporation, either voluntary or involuntary, the holders of shares of Series A B Preferred Stock shall be entitled to receive-, prior and in preference to any distribution of any of the assets of this corporation available for distribution to the stockholders, to the holders of shares of Common Stock or any other class of capital stock ranking junior to the Series B Preferred Stock by reason of their ownership thereof, an amount per share equal to (i) $1.00 for each outstanding share of Series B Preferred Stock (the "Original Series B Issue Price"), as adjusted to reflect any share split, dividend, combination, reclassification or similar event involving the Series B Preferred Stock, plus (ii) an amount per share equal to eight percent (8%) of the Original Series B Issue Price, from the date of issuance to the date of distribution, compounded annually. The holders of shares of Series C Preferred Stock shall be entitled to receive, prior and in preference to any distribution of any of the assets of this corporation available for distribution to the stockholders, to the holders of shares of Common Stock or any other class of capital stock ranking junior to the Series C Preferred Stock by reason of their ownership thereof, an amount per share equal to the sum of (i) $2.00 1.75 for each outstanding share of Series A C Preferred Stock, Stock (subject to appropriate adjustments for stock splits, stock dividends, combinations or other recapitalizations and hereafter referred to as the "Original Series A C Issue Price"), as adjusted to reflect any share split, dividend, combination, reclassification or similar event involving the Series C Preferred Stock, plus (ii) an amount per share equal to eight percent (8%) of the Original Series C Issue Price, from the date of issuance to the date of distribution, compounded annually. The holders of shares of Series M Preferred Stock shall be entitled to receive, prior and in preference to any distribution of any of the assets of this corporation available for distribution to the stockholders, to the holders of shares of Common Stock or any other class of capital stock ranking junior to the Series M Preferred Stock by reason of their ownership thereof, an amount per share equal to $4.43 6.00 for each outstanding share of Series B M Preferred Stock (subject to appropriate adjustments for stock splits, stock dividends, combinations or other recapitalizations and hereafter referred to as the "Original Series B M Issue Price"), and (iii) an amount equal as adjusted to declared but unpaid dividends on such reflect any share of split, dividend, combination, reclassification or similar event involving the Series A Preferred Stock or Series B M Preferred Stock, as applicable. If upon the occurrence of such event, the assets and funds thus to be distributed hereunder among the holders of shares of the Series A B Preferred Stock, Series C Preferred Stock and the Series B M Preferred Stock shall be insufficient to permit the payment to such holders of the full aforesaid preferential amounts, then, then the entire assets and funds of the corporation legally available for distribution shall be distributed ratably among the holders of shares of the Series A B Preferred Stock, Series C Preferred Stock and the Series B M Preferred Stock in proportion to the aggregate liquidation preferences of the respective series, and ratably among the holders of that series in proportion to the preferential amount of such stock owned by each such holderholder is entitled to receive pursuant to this Section C.2.a. b. After the distributions described in subsection completion of the distribution required by subparagraph (a) above have been paidof this Section C.2 and any other distribution which may be required with respect to series of Preferred Stock which may from time to time come into existence, the remaining assets of the this corporation available for distribution to stockholders shall be distributed among the holders of Series A Preferred Stock, Series B Preferred Stock and shares of Common Stock pro rata based on the number of shares of Common Stock held by each (assuming conversion of all such Series A Preferred Stock and Series B Preferred Stock)each. c. A consolidation Whenever the distribution provided for in this Section C.2. shall be payable in property other than cash, the dollar amount of such distribution shall be the fair market value of such property at the time of distribution as determined in good faith by the Board of Directors. d. The Corporation shall mail written notice of any liquidation or dissolution or winding down not less than thirty days prior to the payment date stated therein to each record holder of shares of Preferred Stock. Any (i) acquisition of the corporation by means of merger or other form of this corporate reorganization in which outstanding shares of the corporation with are exchanged for securities or into any other consideration issued by the acquiring corporation or corporationsits subsidiary (other than a mere reincorporation transaction), or a (ii) sale, conveyance or disposition of all or substantially all of the assets of this corporation or (iii) the effectuation by the corporation of a transaction or series of related transactions in which more than 50% of the voting power of the corporation is disposed of (excluding other than the issuance Public Offering as defined herein) (clauses (i), (ii) and (iii) are referred to herein as a "Sale of shares of Series A Preferred Stock pursuant to the Series A Preferred Stock Purchase Agreement and the issuance of Series B Preferred Stock pursuant to the Series B Preferred Stock Purchase AgreementCorporation"), shall be deemed to be a liquidation, dissolution or winding up within the meaning of this Section 2C.2.

Liquidation Preference. a. (a) In the event of any liquidation, dissolution or winding up of this corporation, either voluntary or involuntary, subject to the rights of series of Preferred Stock that may from time to time come into existence, the holders of Series A Preferred Stock, Series B Preferred Stock and Series B C Preferred Stock shall be entitled to receive, pro-rata and prior and in preference to any distribution of any of the assets of this corporation to the holders of Common Stock by reason of their ownership thereof, (i) with respect to the Series A Preferred Stock, an amount per share equal to the sum of (iA) $2.00 6.675 for each outstanding share of Series A Preferred Stock, Stock (subject to appropriate adjustments for stock splits, stock dividends, combinations or other recapitalizations and hereafter referred to as the "Original Series A Issue Price")) and (B) an amount equal to the sum of (I) five percent (5%) return on the Original Series A Issue Price, compounded annually from the Series A Purchase Date (as defined herein) through the date of liquidation, dissolution or winding up of this corporation and (II) declared but unpaid dividends on each share, (ii) with respect to the Series B Preferred Stock, an amount per share equal to the sum of (A) $4.43 6.675 for each outstanding share of Series B Preferred Stock (subject to appropriate adjustments for stock splits, stock dividends, combinations or other recapitalizations and hereafter referred to as the "Original Series B Issue Price"), ) and (iiiB) an amount equal to the sum of (I) five percent (5%) return on the Original Series B Issue Price, compounded annually from the Series B Purchase Date (as defined herein) through the date of liquidation, dissolution or winding up of this corporation and (II) declared but unpaid dividends on such each share and (iii) with respect to the Series C Preferred Stock, an amount per share equal to the sum of (A) $8.00 for each outstanding share of Series A C Preferred Stock (the "Original Series C Issue Price") and (B) an amount equal to the sum of (I) five percent (5%) return on the Original Series C Issue Price, compounded annually from the Series C Purchase Date (as defined herein) through the date of liquidation, dissolution or Series B Preferred Stock, as applicablewinding up of this corporation and (II) declared but unpaid dividends on each share. If upon the occurrence of such event, the assets and funds thus distributed among the holders of the Series A Preferred Stock, Series B Preferred Stock and the Series B C Preferred Stock shall be insufficient to permit the payment to such holders of the full aforesaid preferential amounts, then, subject to the rights of series of Preferred Stock that may from time to time come into existence, the entire assets and funds of the corporation legally available for distribution shall be distributed ratably among the holders of the Series A Preferred Stock and the Stock, Series B Preferred Stock in proportion to the aggregate liquidation preferences of the respective series, and ratably among the holders of that series Series C Preferred Stock in proportion to the amount of such stock owned by each such holder. b. (b) After the distributions described in subsection (a) above have been paid, subject to the rights of series of Preferred Stock which may from time to time come into existence, the remaining funds and assets of the corporation available for distribution to stockholders shareholders shall be distributed among the holders of Series A Preferred Stock, Series B Preferred Stock and Common Stock pro pro-rata based on the number of shares of Common Stock held by each (assuming conversion of all such Series A Preferred Stock and Series B Preferred Stock)each. c. A consolidation or merger (i) For purposes of this corporation with or into any other corporation or corporationsSection 2, or a sale, conveyance or disposition of all or substantially all of the assets of this corporation or the effectuation by the corporation of a transaction or series of related transactions in which more than 50% of the voting power of the corporation is disposed of (excluding the issuance of shares of Series A Preferred Stock pursuant to the Series A Preferred Stock Purchase Agreement and the issuance of Series B Preferred Stock pursuant to the Series B Preferred Stock Purchase Agreement), shall be deemed to be a liquidation, dissolution or winding up within the meaning of this Section 2.corporation shall be deemed to be occasioned by, or to include, (A) the acquisition of the corporation by another entity by means of any transaction or series of related transactions (including, without limitation, any reorganization, merger or consolidation, but excluding any merger effected exclusively for the purpose of changing the domicile of the corporation); or

Liquidation Preference. a. In the event of any liquidation, dissolution or winding up or a Trade Sale (unless otherwise determined or elected by the Supermajority Preferred Shareholders), the assets of this corporationthe Company legally available for distribution shall be distributed among the Shareholders in the following order and manner (from subclauses (a) to (d)): (a) first, either voluntary or involuntarypay any costs, fees, expenses and the debts owed in connection with the liquidation as required by applicable Laws (such as wages, adviser’s fees, etc.); (b) second, if after the distribution in accordance with subclause (a) above, there are still remaining assets available for distribution, each of the holders of the then outstanding Series A Preferred Stock and Series B Preferred Stock Shares shall be entitled to receivereceive for each Series A Preferred Share held thereby, prior and in preference to any distribution of any of the assets or surplus funds of this corporation the Company to the holders of Common Stock by reason of their ownership thereof, an amount per share equal to the sum of (i) $2.00 for each outstanding share of Series A Preferred Stock, (subject to appropriate adjustments for stock splits, stock dividends, combinations or other recapitalizations and hereafter referred to as the "Original Series A Issue Price"), (ii) $4.43 for each outstanding share of Series B Preferred Stock (subject to appropriate adjustments for stock splits, stock dividends, combinations or other recapitalizations and hereafter referred to as the "Original Series B Issue Price"), and (iii) an amount equal to declared but unpaid dividends on such share of Series A Preferred Stock or Series B Preferred Stock, as applicable. If upon the occurrence of such event, the assets and funds thus distributed among the holders of the Series Pre-A Preferred Stock Shares and holders of Ordinary Shares, an amount equal to the higher of (i) its Series B A Issue Price (as adjusted for any share splits, share dividends, combinations, recapitalizations or similar transactions) plus all dividends declared but unpaid with respect thereto (as adjusted for any share splits, share dividends, combinations, recapitalizations or similar transactions) and (ii) the amount which such holder is entitled to in respect of such Series A Preferred Stock shall be Share, assuming that such Series A Preferred Share is converted into Ordinary Shares. If there is insufficient asset to permit make payment of the payment foregoing amounts in full to such all holders of the then outstanding Series A Preferred Shares, then such assets shall be distributed among such holders simultaneously, ratably in proportion to the full aforesaid preferential amountsamounts to which they would otherwise be respectively entitled thereon; (c) third, thenif after the distribution in accordance with subclauses (a) and (b) above, there are still remaining assets available for distribution, each of the entire holders of the then outstanding Series Pre-A Preferred Shares shall be entitled to receive for each Series Pre-A Preferred Share held thereby, prior and in preference to any distribution of any of the assets and or surplus funds of the corporation legally Company to the holders of Ordinary Shares, an amount equal to the higher of (i) its Series Pre-A Issue Price (as adjusted for any share splits, share dividends, combinations, recapitalizations or similar transactions) plus all dividends declared but unpaid with respect thereto (as adjusted for any share splits, share dividends, combinations, recapitalizations or similar transactions) and (ii) the amount which such holder is entitled to in respect of such Series Pre-A Preferred Share, assuming that such Series Pre-A Preferred Share is converted into Ordinary Shares. If there is insufficient asset to make payment of the foregoing amounts in full to all holders of the then outstanding Series Pre-A Preferred Shares, then such assets shall be distributed among such holders simultaneously, ratably in proportion to the full amounts to which they would otherwise be respectively entitled thereon; and (d) fourth, if after the distribution in accordance with subclauses (a) to (c) above, there are still remaining assets available for distribution, any remaining assets available for distribution shall be distributed ratably among to the holders of outstanding Ordinary Shares (for avoidance of doubt, no holders of the Series A Preferred Stock and Shares or the Series B Pre-A Preferred Stock Shares shall be entitled to participate in proportion such distribution in accordance with this Clause 13.1(d)). If there is insufficient asset to the aggregate liquidation preferences make payment of the respective series, and ratably among the foregoing amounts in full to all holders of that series in proportion to the amount of Ordinary Shares, then such stock owned by each such holder. b. After the distributions described in subsection (a) above have been paid, the remaining assets of the corporation available for distribution to stockholders shall be distributed among the holders of Series A Preferred StockOrdinary Shares, Series B Preferred Stock and Common Stock pro rata based on the number of shares of Common Stock held by each (assuming conversion of all such Series A Preferred Stock and Series B Preferred Stock). c. A consolidation or merger of this corporation with or into any other corporation or corporations, or a sale, conveyance or disposition of all or substantially all of the assets of this corporation or the effectuation by the corporation of a transaction or series of related transactions ratably in which more than 50% of the voting power of the corporation is disposed of (excluding the issuance of shares of Series A Preferred Stock pursuant proportion to the Series A Preferred Stock Purchase Agreement and the issuance of Series B Preferred Stock pursuant full amounts to the Series B Preferred Stock Purchase Agreement), shall which they would otherwise be deemed to be a liquidation, dissolution or winding up within the meaning of this Section 2respectively entitled thereon.

Liquidation Preference. a. In the event of any liquidation, dissolution dissolution, or winding up of this corporationthe Corporation, either voluntary or involuntary, distributions to the shareholders of the Corporation shall be made in the following manner: (a) The holders of the Series A Preferred Stock and Series B Preferred Stock shall be entitled to receive, prior and in preference to any distribution of any of the assets or surplus funds of this corporation the Corporation to the holders of the Series B Preferred Stock or the Common Stock Stock, by reason of their ownership thereofof such stock, an amount per share equal to the sum of (i) the amount of $2.00 1.00 per share (the "Series A Original Cost") for each outstanding share of Series A Preferred StockStock then held by them, (subject to appropriate adjustments adjusted for any combinations, consolidations, stock splits, or stock dividendsdistributions or dividends with respect to such shares, combinations or other recapitalizations and hereafter referred to as the "Original Series A Issue Price"), plus (ii) $4.43 for each outstanding share of Series B Preferred Stock (subject to appropriate adjustments for stock splits, stock dividends, combinations or other recapitalizations and hereafter referred to as the "Original Series B Issue Price"), and (iii) an amount equal to declared the accrued but unpaid dividends whether or not earned or declared, on such share of Series A Preferred Stock or (such sum being referred to herein as the "Series B Preferred Stock, as applicableA Liquidation Value"). If upon the occurrence of such event, the The assets and funds thus distributed among the holders of the Series A Preferred Stock and the Series B Preferred Stock shall be insufficient to permit the payment to such holders of the full aforesaid preferential amounts, then, the entire assets and funds of the corporation legally available for distribution shall be distributed ratably among the holders of the Series A Preferred Stock in proportion to the full Series A Liquidation Value each such holder is otherwise entitled to receive in accordance with the preceding sentence. (b) If, upon the completion of the distributions contemplated by Section C.3(a) of this Article FOURTH, assets and funds remain available for distribution by the Corporation, the holders of the Series B Preferred Stock and Class C Common Stock shall be entitled to receive, prior and in proportion preference to any distribution of any of the assets or surplus funds of the Corporation to the aggregate liquidation preferences holders of the respective seriesClass A and Class B Common Stock, by reason of their ownership of such stock, (i) the amount of $1.00 per share (the "Series B and ratably Class C Liquidation Value") for each share of Series B Preferred Stock and Class C Common Stock then held by them, adjusted for any combinations, consolidations, stock splits, or stock distributions or dividends with respect to such shares. The assets and funds thus distributed among the holders of that series in proportion to the amount of such stock owned by each such holder. b. After the distributions described in subsection (a) above have been paid, the remaining assets of the corporation available for distribution to stockholders Series B Preferred Stock and Class C Common Stock shall be distributed among the holders of Series A Preferred Stock, the Series B Preferred Stock and Class C Common Stock pro rata based on in proportion to the full Series B and Class C Liquidation Value each such holder is otherwise entitled to receive in accordance with the preceding sentence. (c) If, upon the completion of the distributions contemplated by Sections C.3(a) and (b) of this Article FOURTH, assets and funds remain available for distribution by the Corporation, the entire remaining assets and funds of the Corporation legally available for distribution, if any, shall be distributed among the holders of the Series B Preferred Stock and the Common Stock in proportion to the number of shares of the Series B Preferred Stock and of the Common Stock then held by them such that each share of Series B Preferred Stock and each share of Common Stock shall be entitled to a ratable distribution of such assets and funds. (assuming conversion d) For purposes of all such this Section C.3, unless otherwise approved by the holders of at least 66-2/3% of the then outstanding Series A Preferred Stock and Series B Preferred Stock). c. A consolidation or voting as a class, (i) any acquisition of the Corporation by means of merger of this corporation the Corporation with or into any other corporation or corporationsother entity or person or other form of corporate reorganization in which the Corporation shall not be the continuing or surviving entity of such merger or reorganization (other than a mere reincorporation transaction) or a transaction in which the Corporation is the surviving entity but the shares of the Corporation's capital stock outstanding immediately prior to the transaction are exchanged or converted by virtue of the transaction into other property, whether in the form of securities, cash or otherwise, or (ii) a sale, conveyance or disposition sale of all or substantially all of the assets of this corporation or the effectuation by the corporation of a transaction or series of related transactions in which more than 50% of the voting power of the corporation is disposed of (excluding the issuance of shares of Series A Preferred Stock pursuant to the Series A Preferred Stock Purchase Agreement and the issuance of Series B Preferred Stock pursuant to the Series B Preferred Stock Purchase Agreement), Corporation shall be deemed to be treated as a liquidation, dissolution or winding up within of the meaning Corporation and shall entitle the holders of Series A Preferred Stock, the Series B Preferred Stock and the Class C Common Stock to receive at closing, in cash, securities or other property (valued as provided in Section C.3(e)) in amounts as specified in Sections C.3(a) and (b) of this Article FOURTH. (e) Whenever the distribution provided for in this Section 2C.3 shall be payable in securities or property other than cash, the "fair value" of the assets or property to be distributed in such event shall be determined in good faith by the Board of Directors of the Corporation.

Liquidation Preference. a. In the event of (a) Upon any voluntary or involuntary liquidation, dissolution or winding up of this corporationthe affairs of the Corporation, either voluntary the holders of shares of Series A Preferred Stock are entitled to be paid out of the assets of the Corporation legally available for distribution to its shareholders a liquidation preference of $25.00 per share (the “Liquidation Preference”), plus an amount equal to any accrued and unpaid dividends to, but excluding, the date of payment (whether or involuntarynot declared), but without interest, before any distribution of assets is made to holders of common stock or any other class or series of capital stock of the Corporation that ranks junior to the Series A Preferred Stock as to liquidation rights. However, the holders of the shares of Series A Preferred Stock will not be entitled to receive the Liquidation Preference, plus any accrued and unpaid dividends, of such shares until the Liquidation Preference of any other series or class of the Corporation’s capital stock hereafter issued which ranks senior as to liquidation rights to the Series A Preferred Stock has been paid in full. The holders of Series A Preferred Stock and all series or classes of the Corporation’s capital stock which rank on a parity as to liquidation rights with the Series A Preferred Stock are entitled to share ratably, in accordance with the respective preferential amounts payable on such capital stock, in any distribution (after payment of the liquidation preference of any capital stock of the Corporation that ranks senior to the Series A Preferred Stock as to liquidation rights) which is not sufficient to pay in full the aggregate of the amounts payable thereon. Holders of Series A Preferred Stock will be entitled to written notice of any event triggering the right to receive such Liquidation Preference. After payment of the full amount of the Liquidation Preference, plus any accrued and unpaid dividends to which they are entitled, the holders of Series A Preferred Stock and Series B Preferred Stock shall be entitled to receive, prior and in preference will have no right or claim to any distribution of any of the assets of this corporation to the holders of Common Stock by reason of their ownership thereof, an amount per share equal to the sum of (i) $2.00 for each outstanding share of Series A Preferred Stock, (subject to appropriate adjustments for stock splits, stock dividends, combinations or other recapitalizations and hereafter referred to as the "Original Series A Issue Price"), (ii) $4.43 for each outstanding share of Series B Preferred Stock (subject to appropriate adjustments for stock splits, stock dividends, combinations or other recapitalizations and hereafter referred to as the "Original Series B Issue Price"), and (iii) an amount equal to declared but unpaid dividends on such share of Series A Preferred Stock or Series B Preferred Stock, as applicable. If upon the occurrence of such event, the assets and funds thus distributed among the holders of the Series A Preferred Stock and the Series B Preferred Stock shall be insufficient to permit the payment to such holders of the full aforesaid preferential amounts, then, the entire assets and funds of the corporation legally available for distribution shall be distributed ratably among the holders of the Series A Preferred Stock and the Series B Preferred Stock in proportion to the aggregate liquidation preferences of the respective series, and ratably among the holders of that series in proportion to the amount of such stock owned by each such holder. b. After the distributions described in subsection (a) above have been paid, the remaining assets of the corporation available for distribution to stockholders shall be distributed among the holders of Series A Preferred Stock, Series B Preferred Stock and Common Stock pro rata based on the number of shares of Common Stock held by each (assuming conversion of all such Series A Preferred Stock and Series B Preferred Stock). c. A Corporation. The consolidation or merger of this corporation the Corporation with or into any other corporation, trust or entity or of any other corporation with or corporationsinto the Corporation, or a the sale, lease or conveyance or disposition of all or substantially all of the assets of this corporation property or the effectuation by the corporation of a transaction or series of related transactions in which more than 50% business of the voting power of the corporation is disposed of (excluding the issuance of shares of Series A Preferred Stock pursuant to the Series A Preferred Stock Purchase Agreement and the issuance of Series B Preferred Stock pursuant to the Series B Preferred Stock Purchase Agreement)Corporation, shall not be deemed to be constitute a liquidation, dissolution or winding up within of the meaning Corporation. (b) In determining whether a distribution to holders of this Section 2Series A Preferred Stock (other than upon voluntary or involuntary liquidation) by dividend, redemption or other acquisition of shares of stock of the Corporation or otherwise is permitted under the FBCA, no effect shall be given to amounts that would be needed, if the Corporation were to be dissolved at the time of the distribution, to satisfy the preferential rights upon distribution of holders of shares of stock of the Corporation whose preferential rights upon dissolution are superior to those receiving the distribution.

Liquidation Preference. a. (a) In the event of any liquidation, dissolution or winding winding-up of this corporationthe Corporation, either whether voluntary or involuntary, after payment or distribution of the assets of the Corporation (whether capital or surplus) shall be made to or set apart for the holders of Senior Securities, and before any payment or distribution of the assets of the Corporation (whether capital or surplus) shall be made to or set apart for the holders of Junior Securities, the holders of the shares of Series A C Preferred Stock and Series B D Preferred Stock taken together shall be entitled to receive, prior receive an amount in cash equal to the greater of (x) the aggregate Liquidation Preferences (as set forth herein and in preference the Series D Designation) of the shares of Series C Preferred Stock and Series D Preferred Stock as of the date of liquidation, or (y) the aggregate amount that would have been received with respect to the shares of Series C Preferred Stock and Series D Preferred Stock if such stock had been converted to Common Stock immediately prior to such liquidation, dissolution or winding-up. If, upon any distribution liquidation, dissolution or winding-up of any of the Corporation, the assets of this corporation to the holders of Common Stock by reason of their ownership Corporation, or proceeds thereof, an amount per share equal shall be insufficient to pay in full the sum aforesaid amounts under clause (x) of the preceding sentence and liquidating payments on all Parity Securities, then such assets, or proceeds thereof, shall (i) $2.00 for each outstanding share of Series A Preferred Stock, (subject to appropriate adjustments for stock splits, stock dividends, combinations or other recapitalizations and hereafter referred to as the "Original Series A Issue Price"), (ii) $4.43 for each outstanding share of Series B Preferred Stock (subject to appropriate adjustments for stock splits, stock dividends, combinations or other recapitalizations and hereafter referred to as the "Original Series B Issue Price"), and (iii) an amount equal to declared but unpaid dividends on such share of Series A Preferred Stock or Series B Preferred Stock, as applicable. If upon the occurrence of such event, the assets and funds thus be distributed among the holders shares of the Series A C Preferred Stock and the Series B D Preferred Stock shall taken together and all such other Parity Securities ratably in accordance with the respective amounts that would be insufficient to permit the payment to payable on such holders shares of the full aforesaid preferential amounts, then, the entire assets and funds of the corporation legally available for distribution shall be distributed ratably among the holders of the Series A Preferred Stock and any such other Parity Securities if all amounts payable thereon were paid in full and (ii) the amount distributable under clause (i) to the Series B Preferred Stock in proportion to the aggregate liquidation preferences of the respective series, and ratably among the holders of that series in proportion to the amount of such stock owned by each such holder. b. After the distributions described in subsection (a) above have been paid, the remaining assets of the corporation available for distribution to stockholders shall be distributed among the holders of Series A Preferred Stock, Series B Preferred Stock and Common Stock pro rata based on the number of shares of Common Stock held by each (assuming conversion of all such Series A C Preferred Stock and Series B D Preferred Stock taken together, shall first be distributed to the Series C Preferred Stock until it has received an amount equal to the aggregate Preference Amounts of all Series C Preferred Stock outstanding as of the date of liquidation and thereafter 37.5% to the Series C Preferred Stock and 62.5% to the Series D Preferred Stock). c. A consolidation . If, upon any liquidation, dissolution or merger winding-up of the Corporation, the assets of the Corporation, or proceeds thereof, distributable to the Series C Preferred Stock and Series D Preferred Stock taken together shall be sufficient to pay in full the aforesaid amounts under clause (x) of the first sentence of this corporation subsection 5(a) then such amount shall first be distributed to the Series C Preferred Stock until it has received an amount equal to the aggregate Preference Amounts of all Series C Preferred Stock outstanding as of the date of liquidation and thereafter 37.5% to the Series C Preferred Stock and 62.5% to the Series D Preferred Stock. Any amounts distributed with or into any other corporation or corporationsrespect to the Series C Preferred Stock pursuant to this paragraph 5(a) shall be allocated pro rata among the shares of Series C Preferred Stock. For the purposes of this paragraph 5, or a neither the sale, conveyance conveyance, exchange or disposition transfer (for cash, shares of stock, securities or other consideration) of all or substantially all of the property or assets of this corporation the Corporation nor the consolidation or the effectuation by the corporation of a transaction or series of related transactions in which more than 50% merger of the voting power of the corporation is disposed of (excluding the issuance of shares of Series A Preferred Stock pursuant to the Series A Preferred Stock Purchase Agreement and the issuance of Series B Preferred Stock pursuant to the Series B Preferred Stock Purchase Agreement), Corporation with or into one or more other entities shall be deemed to be a liquidation, dissolution or winding winding-up within of the meaning Corporation. (b) Subject to the rights of the holders of any Parity Securities, after payment shall have been made in full to the holders of the Series C Preferred Stock and the Series D Preferred Stock taken together, as provided in this Section 2paragraph 5, any other series or class or classes of Junior Securities shall, subject to the respective terms and provisions (if any) applying thereto, be entitled to receive any and all assets remaining to be paid or distributed, and the holders of the Series C Preferred Stock, Series D Preferred Stock and any Parity Securities shall not be entitled to share therein.

Liquidation Preference. a. (a) In the event of any liquidation, dissolution or winding up of this corporation, either voluntary or involuntary, the holders of Series A Preferred Stock and Series B Preferred Stock shall be entitled to receive, prior and in preference to any distribution of any of the assets of this corporation to the holders of Common Stock or other junior equity security by reason of their ownership thereof, an amount per share equal to the sum of (i) $2.00 1.00 for each outstanding share of Series A Preferred Stock, Stock (subject to appropriate adjustments for stock splits, stock dividends, combinations or other recapitalizations and hereafter referred to as the "“Original Series A Issue Price"), ”) and (ii) $4.43 for each outstanding share of Series B Preferred Stock (subject to appropriate adjustments for stock splits, stock dividends, combinations or other recapitalizations and hereafter referred to as the "Original Series B Issue Price"), and (iii) an amount equal to all declared but unpaid dividends on each such share of Series A Preferred Stock or Series B Preferred Stock, as applicableshare. If upon the occurrence of such event, the assets and funds thus distributed among the holders of the Series A Preferred Stock and the Series B such series of Preferred Stock shall be insufficient to permit the payment to such holders of the full aforesaid preferential amounts, then, then the entire assets and funds of the this corporation legally available for distribution shall be distributed ratably among the holders of the Series A Preferred Stock and the Series B Preferred Stock in proportion to the aggregate liquidation preferences product of the respective seriesliquidation preference of each such share, and ratably among the holders number of that series in proportion to the amount of such stock owned shares held by each such holder. b. (b) After the distributions described in subsection (a) above have been paid, the remaining assets of the this corporation available for distribution to stockholders shall be distributed among the holders of Common Stock and Series A Preferred Stock, Series B Preferred Stock and Common Stock pro rata based on the number of shares of Common Stock held by each (assuming the full conversion of all such the outstanding Series A Preferred Stock and Series B Preferred Stock). c. (c) A consolidation liquidation, dissolution or merger winding up of this corporation with or into any other corporation or corporationsshall be deemed to be occasioned by, or to include (unless the holders of a salemajority of the Series A Preferred Stock then outstanding shall determine otherwise), conveyance (A) the acquisition of this corporation by another entity by means of any transaction or disposition series of related transactions (including, without limitation, any reorganization, merger or consolidation) that results in the transfer of fifty percent (50%) or more of that outstanding voting power of this corporation, or (B) a sale of all or substantially all of the assets of this corporation (any such event described in clause (A) or (B), a “Reorganization Event”). (d) Any securities to be delivered to the effectuation by the corporation holders of a transaction or series of related transactions in which more than 50% of the voting power of the corporation is disposed of (excluding the issuance of shares of Series A Preferred Stock and Common Stock pursuant to the Series A Preferred Stock Purchase Agreement and the issuance of Series B Preferred Stock pursuant to the Series B Preferred Stock Purchase Agreement), this Section 2 shall be deemed to be a liquidation, dissolution or winding up within the meaning of this Section 2.valued as follows:

Liquidation Preference. a. (a) In the event of any the liquidation, dissolution or winding up of this corporationthe affairs of the Company, either whether voluntary or involuntary, the holders of shares of the Series A C Preferred Stock and Series B Preferred Stock then outstanding shall be entitled to receive, prior and in preference to any distribution of any out of the assets of this corporation the Company available for distribution to its stockholders, and before any payment shall be made or any assets distributed to the holders of the Common Stock by reason of their ownership thereof, or any other Junior Stock an amount per share (the “Liquidation Preference Amount”) equal to any accrued and unpaid dividends attributable to such share plus the sum greater of (i) $2.00 for each outstanding 10.00 per share of the Series A Preferred Stock, (subject to appropriate adjustments for stock splits, stock dividends, combinations or other recapitalizations and hereafter referred to as the "Original Series A Issue Price"), (ii) $4.43 for each outstanding share of Series B C Preferred Stock (subject to appropriate adjustments for adjustment in the event of any stock splitsdividend, stock dividendssplit, combinations combination or other recapitalizations similar recapitalization affecting the number of such shares issued and hereafter referred to as the "Original Series B Issue Price"outstanding), and or (iiiii) an the per share amount equal to declared but unpaid dividends on such share that holders of Series A C Preferred Stock would have received if all of such holders had converted their shares of Series C Preferred Stock into Common Stock immediately prior to such liquidation, dissolution or Series B Preferred Stock, as applicablewinding up. If upon the occurrence of such event, the assets and funds thus of the Company are not sufficient to pay in full the Liquidation Preference Amount, then all of said assets will be distributed among the holders of the Series A C Preferred Stock and ratably in accordance with the respective amounts that would be payable on such shares if all amounts payable thereon were paid in full. The liquidation payment with respect to each outstanding fractional share of Series B C Preferred Stock shall be insufficient equal to permit a ratably proportionate amount of the liquidation payment with respect to each outstanding share of Series C Preferred Stock. All payments for which this Section 4(a) provides shall be in cash, property (valued at its fair market value as determined by an independent appraiser reasonably acceptable to the holders of a majority of the Series C Preferred Stock) or a combination thereof. For the avoidance of doubt, no cash shall be paid or distributed to holders of Junior Stock unless each holder of the outstanding shares of Series C Preferred Stock has been paid in cash the full Liquidation Preference Amount to which such holder is entitled as provided herein. After payment of the full Liquidation Preference Amount, such holders of the full aforesaid preferential amounts, then, the entire assets and funds shares of Series C Preferred Stock will not be entitled to any further participation as such in any distribution of the corporation legally available for distribution shall be distributed ratably among the holders of the Series A Preferred Stock and the Series B Preferred Stock in proportion to the aggregate liquidation preferences of the respective series, and ratably among the holders of that series in proportion to the amount of such stock owned by each such holder. b. After the distributions described in subsection (a) above have been paid, the remaining assets of the corporation available for distribution to stockholders shall be distributed among the holders of Series A Preferred Stock, Series B Preferred Stock and Common Stock pro rata based on the number of shares of Common Stock held by each (assuming conversion of all such Series A Preferred Stock and Series B Preferred Stock)Company. c. (b) A consolidation or merger of this corporation the Company with or into any other corporation or corporationsentity, or a sale, conveyance or disposition sale of all or substantially all of the assets of this corporation the Company, or the effectuation by the corporation Company of a transaction or series of related transactions in which more than 50% of the voting power shares of the corporation Company is disposed of (excluding the issuance of shares of Series A Preferred Stock pursuant to the Series A Preferred Stock Purchase Agreement and the issuance of Series B Preferred Stock pursuant to the Series B Preferred Stock Purchase Agreement)or conveyed, shall be deemed to be a liquidation, dissolution dissolution, or winding up within the meaning of this Section 24 and referred to herein as a “Deemed Liquidation Event”), subject to the rights of the holders to receive the greater of the Applicable Redemption Price per Share (as defined below) or the Liquidation Preference Amount per share, unless elected otherwise by the holders of greater than 51% of the then outstanding shares of Series C Preferred Stock voting together as a single class. Subject to a holder’s rights in this Certificate of Designation, in the event of the merger or consolidation of the Company with or into another entity that does not constitute a Deemed Liquidation Event (including, without limitation, by election of the holders), the Series C Preferred Stock shall maintain its relative powers, designations and preferences provided for herein and no merger or consolidation shall result inconsistent therewith. (c) The Company shall not have the power to effect a Deemed Liquidation Event unless, in connection with such deemed Liquidation Event, the Company adopts a plan of distribution that is in accordance with applicable law and in form and substance satisfactory to the holders of greater than 51% of the then outstanding shares of Series C Preferred Stock, voting together as a single class, providing that the consideration received for such Deemed Liquidation Event, and any other assets of the Company, be distributed to the Company’s stockholders in accordance with Section 4(a) and Section 4(b) above by effecting a dissolution of the Company under the Delaware General Corporation Law, a redemption of the Company’s capital stock or other means of distribution approved by the holders of greater than 51% of the then outstanding shares of the Series C Preferred Stock, voting together as a single class. (d) Written notice of any voluntary or involuntary liquidation, dissolution, winding up of the affairs or Deemed Liquidation Event of the Company, stating a payment date and the place where the distributable amounts shall be payable, shall be given, no less than forty-five (45) days prior to the date of the consummation of such event, to the holders of record of the Series C Preferred Stock.

Liquidation Preference. a. In the event of any voluntary or involuntary liquidation, dissolution or winding winding-up of this corporationthe Corporation, either voluntary or involuntary, the holders each holder of Series A Preferred Stock and Series B Preferred Stock shall be entitled to receive, prior and in preference to any distribution of any receive out of the assets of the Corporation available for distribution to stockholders of the Corporation, before any distribution of assets is made on the common stock, par value $0.01 per share, of the Corporation (the “Common Stock”) or on any other class or series of stock of the Corporation that is not Parity Stock or Senior Stock (each as defined below), but after distributions of assets on each class or series of stock of the Corporation (including any series of Preferred Stock established after the date this corporation Certificate of Designation becomes effective) the terms of which expressly provide that such class or series ranks senior to the holders Series A Preferred Stock as to distribution of Common Stock by reason assets upon the liquidation, winding-up or dissolution of their ownership thereofthe Corporation (“Senior Stock”), an amount per share equal to the sum of (i) $2.00 for each outstanding 0.01 per share of Series A Preferred Stock. If, (subject to appropriate adjustments for stock splitsupon any voluntary or involuntary liquidation, stock dividendsdissolution, combinations or other recapitalizations and hereafter referred to as winding-up of the "Original Series A Issue Price")Corporation, (ii) $4.43 for each outstanding share the Corporation’s assets, or proceeds thereof, distributable among the holders of Series B Preferred Stock (subject to appropriate adjustments for stock splits, stock dividends, combinations or other recapitalizations and hereafter referred to as the "Original Series B Issue Price"), and (iii) an amount equal to declared but unpaid dividends on such share of Series A Preferred Stock are insufficient to pay in full the preferential amount aforesaid and the liquidation preference on any class or series of stock of the Corporation (including any series of Preferred Stock established after the date this Certificate of Designation becomes effective) the terms of which expressly provide that such class or series ranks pari passu with the Series B A Preferred Stock, Stock as applicable. If to distribution of assets upon the occurrence liquidation, winding-up or dissolution of the Corporation (“Parity Stock”), then such eventassets, or the assets and funds thus proceeds thereof, shall be distributed among the holders of the Series A Preferred Stock and any other Parity Stock equally and ratably in proportion to the respective amounts that would be payable on such shares of Series B A Preferred Stock and any such other Parity Stock if all amounts payable thereon were paid in full. Neither the voluntary sale, conveyance, exchange or transfer, for cash, shares of stock, securities or other consideration, of all or substantially all of the Corporation’s property or assets, nor the merger or consolidation of the Corporation with or into any corporation or other entity or the merger or consolidation of any corporation or other entity with or into the Corporation shall be insufficient deemed to permit be a voluntary or involuntary liquidation, dissolution of winding-up of the Corporation. After the payment to such the holders of Series A Preferred Stock of the full aforesaid preferential amountsamounts provided for above, then, the entire assets and funds such holders as such shall have no right or claim to any of the corporation legally available for distribution shall be remaining assets of the Corporation. If any assets of the Corporation distributed ratably among the to holders of the Series A Preferred Stock and the Series B Preferred Stock in proportion to the aggregate liquidation preferences of the respective series, and ratably among the holders of that series in proportion to the amount of such stock owned by each such holder. b. After the distributions described in subsection (a) above have been paid, the remaining assets of the corporation available for distribution to stockholders shall be distributed among the holders of Series A Preferred Stock, Series B Preferred Stock and Common Stock pro rata based on the number of shares of Common Stock held by each (assuming conversion of all such Series A Preferred Stock and Series B Preferred Stock). c. A consolidation or merger of this corporation connection with or into any other corporation or corporations, or a sale, conveyance or disposition of all or substantially all of the assets of this corporation or the effectuation by the corporation of a transaction or series of related transactions in which more than 50% of the voting power of the corporation is disposed of (excluding the issuance of shares of Series A Preferred Stock pursuant to the Series A Preferred Stock Purchase Agreement and the issuance of Series B Preferred Stock pursuant to the Series B Preferred Stock Purchase Agreement), shall be deemed to be a liquidation, dissolution dissolution, or winding up within of the meaning Corporation are other than cash, then the value of this Section 2such assets shall be their fair market value as determined in good faith by written resolution of the Board of Directors.

Liquidation Preference. a. In the event of any liquidation, dissolution or winding up of this corporationthe Company, either voluntary or involuntary, the holders of Series A Preferred Stock and Series B Preferred Stock shall be entitled to receive, prior to and in preference to any distribution of any of the assets of this corporation the Company to the holders of Common Stock any other class of capital stock by reason of their ownership thereof, an amount per share equal to the sum of Liquidation Preference (ias hereinafter defined) $2.00 specified for each outstanding share of Series A Preferred Stock, (subject to appropriate adjustments for stock splits, stock dividends, combinations or other recapitalizations and hereafter referred to as the "Original Series A Issue Price"), (ii) $4.43 for each outstanding share of Series B Preferred Stock (subject to appropriate adjustments for stock splits, stock dividends, combinations or other recapitalizations and hereafter referred to as the "Original Series B Issue Price"), and (iii) an amount equal to declared but unpaid dividends on such share of Series A Preferred Stock or then held by them, plus any declared but unpaid dividends. The Liquidation Preference with respect to each share of Series B A Preferred StockStock shall mean $ 1.00 per share (the “Series A Original Issue Price”), as applicableadjusted for stock splits, reverse split, stock dividends, combinations, recapitalizations and the like. If upon the occurrence of such event, the assets and funds thus distributed among the holders of the Series A Preferred Stock and the Series B Preferred Stock shall be insufficient to permit the payment to such holders of the full aforesaid preferential amountsamount, then, then the entire assets and funds of the corporation Company legally available for distribution shall be distributed ratably among the holders of the Series A Preferred Stock and the Series B Preferred Stock in proportion to the aggregate liquidation preferences preferential amount each such holder is otherwise entitled to receive. b. Upon the completion of the respective seriesdistributions required by subparagraph (a) of this Section 2, and any remaining assets shall be distributed ratably among the holders of that series in proportion to the amount of such stock owned by each such holder. b. After the distributions described in subsection (a) above have been paid, the remaining assets of the corporation available for distribution to stockholders shall be distributed among Common Stock and the holders of Series A Preferred Stock, Series B Preferred Stock and Common Stock pro rata based on as if the number of shares of Common Stock held by each (assuming conversion of all such Series A Preferred Stock and Series B Preferred Stock)had been converted into Common Stock in accordance with Article IV(B)4. c. A consolidation or merger of this corporation the Company with or into any other corporation or corporationscorporations that results in a change of greater than 50% of the voting control of the Company, or a sale, conveyance or disposition of all or substantially all of the assets of this corporation the Company or the effectuation by the corporation Company of a transaction or series of related transactions in which more than 50% of the voting power of the corporation Company is disposed of (excluding the issuance a “Change of shares of Series A Preferred Stock pursuant to the Series A Preferred Stock Purchase Agreement and the issuance of Series B Preferred Stock pursuant to the Series B Preferred Stock Purchase AgreementControl Transaction”), shall be deemed to be a liquidation, dissolution or winding up within the meaning of this Section 2 unless holders of at least 66 2/3% of the then outstanding Series A Preferred Stock shall otherwise consent. d. In any of the events specified in (c) above, if the consideration received by the Company is other than cash, its value will be deemed its fair market value. Any securities shall be valued at follows: (i) Securities not subject to investment letter or other similar restrictions on free marketability; (A) If traded on a securities exchange or the Nasdaq National Market System, the value shall be deemed to be the average of the closing prices of the securities on such exchange over the thirty-day period ending three (3) days prior to the closing; (B) If actively traded over-the-counter, the value shall be deemed to be the average of the closing bid or sale prices (whichever is applicable) over the thirty-day period ending three (3) days prior to the closing; and (C) If there is no active public market, the value shall be the fair market value thereof, as mutually determined by the Company and the holders of at least a majority of the voting power of all then outstanding shares of Preferred Stock; provided, however, that if the Company and the holders of a majority of the then outstanding shares of Preferred Stock are unable to agree; then by independent appraisal by an investment bank selected by the Company and the holders of a majority of the then outstanding shares of Preferred Stock and paid for by the Company. (ii) The method of valuation of securities subject to investment letter or other restrictions on free marketability (other than restrictions arising solely by virtue of a stockholder’s status as an affiliate or former affiliate) shall be to make an appropriate discount from the market value determined as above in (i) (A), (B) or (C) to reflect the approximate fair market value thereof, as mutually determined by the Company and the holders of at least a majority of the voting power of all then outstanding shares of Preferred Stock; provided, however, that if the Company and the holders of a majority of the then outstanding shares of Preferred Stock are unable to agree, then by independent appraisal by an investment bank selected by the Company and the holders of a majority of the then outstanding shares of Preferred Stock and paid for by the Company. (iii) In the event the requirements of Section 2 are not complied with, this Company shall forthwith either: (A) cause such closing to be postponed until such time as the requirements of this Section 2 have been complied with; or (B) cancel such transaction, in which event the rights, preference, and privileges of the holders of the Preferred Stock shall revert to and be the same as such rights, preferences and privileges existing immediately prior to the date of the first notice referred to in Section 2(d)(iv) hereof. (iv) The Company shall give each holder of record of Preferred Stock written notice of such impending transaction not later than ten (10) business days prior to the stockholders’ meeting called to approve such transaction, or ten (10) business days prior to the closing of such transaction, whichever is earlier, and shall also notify such holders in writing of the final approval of such transaction. The first of such notices shall describe the material terms and conditions of the impending transaction and the provisions of this Section 2, and the Company shall thereafter give such holders prompt notice of any material changes. The transaction shall in no event take place sooner than ten (10) business days after the Company has given the first notice provided for herein or sooner than ten (10) business days after the Company has given notice of any material changes provided for herein; provided, however, that such periods may be shortened upon the written consent of the holders of Preferred Stock that are entitled to such notice rights or similar notice rights and that represent at least a majority of the voting power of all then outstanding shares of such Preferred Stock.

Liquidation Preference. a. In the event of (a) Upon any voluntary or involuntary liquidation, dissolution or winding up of this corporationthe Company, either voluntary each share of Series A Preferred Stock entitles the holder thereof to receive and to be paid out of the assets of the Company available for distribution, before any distribution or involuntarypayment may be made to a holder of any Junior Securities, an amount in cash per share of Series A Preferred Stock equal to the sum of (i) the greater of (A) the Original Purchase Price per share and (B) an amount equal to the amount the holders of Series A Preferred Stock would have received per share of Series A Preferred Stock upon liquidation, dissolution or winding up of the Company had such holders converted their shares of Series A Preferred Stock into shares of Common Stock immediately prior thereto, plus (ii) an amount equal to all accrued and unpaid Dividends, if any, on such share of Series A Preferred Stock (such sum, the “Regular Liquidation Preference” if pursuant to subclauses (i)(A) and (ii) and the “Participating Liquidation Preference” if pursuant to subclauses (i)(B) and (ii), and such greater amount, the “Liquidation Preference”). (b) If upon any such liquidation, dissolution or winding up of the Company, the assets of the Company available for distribution are insufficient to pay the holders of Series A Preferred Stock the full Liquidation Preference and the holders of all Parity Securities the full liquidation preferences to which they are entitled, the holders of Series A Preferred Stock and such Parity Securities will share ratably in any such distribution of the assets of the Company in proportion to the full respective amounts to which they are entitled. (c) After payment to the holders of Series B A Preferred Stock shall be entitled of the full Liquidation Preference to receivewhich they are entitled, prior and in preference the holders of Series A Preferred Stock as such will have no right or claim to any distribution of any of the assets of this corporation the Company. (d) The value of any property not consisting of cash that is distributed by the Company to the holders of Common Stock by reason of their ownership thereof, an amount per share equal to the sum of (i) $2.00 for each outstanding share of Series A Preferred Stock, (subject to appropriate adjustments for stock splits, stock dividends, combinations or other recapitalizations and hereafter referred to as the "Original Series A Issue Price"), (ii) $4.43 for each outstanding share of Series B Preferred Stock (subject to appropriate adjustments for stock splits, stock dividends, combinations or other recapitalizations and hereafter referred to as the "Original Series B Issue Price"), and (iii) an amount equal to declared but unpaid dividends on such share of Series A Preferred Stock or Series B Preferred Stock, as applicable. If upon the occurrence of such event, the assets and funds thus distributed among the holders of the Series A Preferred Stock and will equal the Series B Preferred Stock shall be insufficient to permit Fair Market Value thereof on the payment to such holders date of the full aforesaid preferential amounts, then, the entire assets and funds of the corporation legally available for distribution shall be distributed ratably among the holders of the Series A Preferred Stock and the Series B Preferred Stock in proportion to the aggregate liquidation preferences of the respective series, and ratably among the holders of that series in proportion to the amount of such stock owned by each such holderdistribution. b. After (e) For the distributions described in subsection (a) above have been paid, the remaining assets of the corporation available for distribution to stockholders shall be distributed among the holders of Series A Preferred Stock, Series B Preferred Stock and Common Stock pro rata based on the number of shares of Common Stock held by each (assuming conversion of all such Series A Preferred Stock and Series B Preferred Stock). c. A consolidation or merger purposes of this corporation with or into any other corporation or corporationsSECTION 3, or a sale, conveyance or disposition Fundamental Change (in and of all or substantially all of the assets of this corporation or the effectuation by the corporation of a transaction or series of related transactions in which more than 50% of the voting power of the corporation is disposed of (excluding the issuance of shares of Series A Preferred Stock pursuant to the Series A Preferred Stock Purchase Agreement and the issuance of Series B Preferred Stock pursuant to the Series B Preferred Stock Purchase Agreement), itself) shall be deemed not to be a liquidation, dissolution or winding-up of the Company subject to this SECTION 3 (it being understood that an actual liquidation, dissolution or winding up within of the meaning of Company in connection with a Fundamental Change will be subject to this Section 2SECTION 3).

Liquidation Preference. a. In the event of (a) Upon any voluntary or involuntary liquidation, dissolution or winding up of this corporationthe affairs of the Corporation, either voluntary the holders of shares of Series B Preferred Stock are entitled to be paid out of the assets of the Corporation legally available for distribution to its shareholders a liquidation preference of $25.00 per share (the “Liquidation Preference”), plus an amount equal to any accrued and unpaid dividends to, but excluding, the date of payment (whether or involuntarynot declared), but without interest, before any distribution of assets is made to holders of common stock or any other class or series of capital stock of the Corporation that ranks junior to the Series B Preferred Stock as to liquidation rights. However, the holders of the shares of Series B Preferred Stock will not be entitled to receive the Liquidation Preference, plus any accrued and unpaid dividends, of such shares until the Liquidation Preference of any other series or class of the Corporation’s capital stock hereafter issued which ranks senior as to liquidation rights to the Series B Preferred Stock has been paid in full. The holders of Series B Preferred Stock and all series or classes of the Corporation’s capital stock which rank on a parity as to liquidation rights with the Series B Preferred Stock are entitled to share ratably, in accordance with the respective preferential amounts payable on such capital stock, in any distribution (after payment of the liquidation preference of any capital stock of the Corporation that ranks senior to the Series B Preferred Stock as to liquidation rights) which is not sufficient to pay in full the aggregate of the amounts payable thereon. Holders of Series B Preferred Stock will be entitled to written notice of any event triggering the right to receive such Liquidation Preference. After payment of the full amount of the Liquidation Preference, plus any accrued and unpaid dividends to which they are entitled, the holders of Series A Preferred Stock and Series B Preferred Stock shall be entitled to receive, prior and in preference will have no right or claim to any distribution of any of the assets of this corporation to the holders of Common Stock by reason of their ownership thereof, an amount per share equal to the sum of (i) $2.00 for each outstanding share of Series A Preferred Stock, (subject to appropriate adjustments for stock splits, stock dividends, combinations or other recapitalizations and hereafter referred to as the "Original Series A Issue Price"), (ii) $4.43 for each outstanding share of Series B Preferred Stock (subject to appropriate adjustments for stock splits, stock dividends, combinations or other recapitalizations and hereafter referred to as the "Original Series B Issue Price"), and (iii) an amount equal to declared but unpaid dividends on such share of Series A Preferred Stock or Series B Preferred Stock, as applicable. If upon the occurrence of such event, the assets and funds thus distributed among the holders of the Series A Preferred Stock and the Series B Preferred Stock shall be insufficient to permit the payment to such holders of the full aforesaid preferential amounts, then, the entire assets and funds of the corporation legally available for distribution shall be distributed ratably among the holders of the Series A Preferred Stock and the Series B Preferred Stock in proportion to the aggregate liquidation preferences of the respective series, and ratably among the holders of that series in proportion to the amount of such stock owned by each such holder. b. After the distributions described in subsection (a) above have been paid, the remaining assets of the corporation available for distribution to stockholders shall be distributed among the holders of Series A Preferred Stock, Series B Preferred Stock and Common Stock pro rata based on the number of shares of Common Stock held by each (assuming conversion of all such Series A Preferred Stock and Series B Preferred Stock). c. A Corporation. The consolidation or merger of this corporation the Corporation with or into any other corporation, trust or entity or of any other corporation with or corporationsinto the Corporation, or a the sale, lease or conveyance or disposition of all or substantially all of the assets of this corporation property or the effectuation by the corporation of a transaction or series of related transactions in which more than 50% business of the voting power of the corporation is disposed of (excluding the issuance of shares of Series A Preferred Stock pursuant to the Series A Preferred Stock Purchase Agreement and the issuance of Series B Preferred Stock pursuant to the Series B Preferred Stock Purchase Agreement)Corporation, shall not be deemed to be constitute a liquidation, dissolution or winding up within of the meaning Corporation. (b) In determining whether a distribution to holders of this Section 2Series B Preferred Stock (other than upon voluntary or involuntary liquidation) by dividend, redemption or other acquisition of shares of stock of the Corporation or otherwise is permitted under the FBCA, no effect shall be given to amounts that would be needed, if the Corporation were to be dissolved at the time of the distribution, to satisfy the preferential rights upon distribution of holders of shares of stock of the Corporation whose preferential rights upon dissolution are superior to those receiving the distribution.

Liquidation Preference. a. In the event of (a) Upon any liquidation, dissolution or winding winding-up of this corporationthe Corporation, either whether voluntary or involuntaryinvoluntary (a “Liquidation”), after the holders satisfaction in full of the debts of the Corporation, upon Liquidation, each Holder of Series A Preferred Stock and Series B Preferred Stock shall be entitled to receive, prior and in preference to any distribution of any out of the assets of this corporation the Corporation or proceeds thereof (whether capital or surplus) available for distribution to shareholders of the Corporation, subject to the prior rights of holders of any Senior Stock, the Liquidation Preference for each outstanding share of Series A Preferred Stock held by such Holder, plus any accrued but unpaid dividends, in preference to the holders of of, and before any payment or distribution is made on (or any setting apart for any payment or distribution), any Junior Stock, including, without limitation, on any Common Stock by reason of their ownership thereof, an amount per share equal Stock. After the payment to the sum Holders of (i) $2.00 the Liquidation Preference for each outstanding share of Series A Preferred Stock, (subject such Holders shall not be entitled to appropriate adjustments for stock splits, stock dividends, combinations or other recapitalizations and hereafter referred to as the "Original Series A Issue Price"), (ii) $4.43 for each outstanding share of Series B Preferred Stock (subject to appropriate adjustments for stock splits, stock dividends, combinations or other recapitalizations and hereafter referred to as the "Original Series B Issue Price"), and (iii) an amount equal to declared but unpaid dividends on such share of convert any Series A Preferred Stock into Common Stock and shall not be entitled to any further participation in distributions of, and shall have no right or Series B Preferred Stockclaim to, as applicable. If upon any of the occurrence remaining assets of such event, the assets and funds thus distributed among the holders Corporation in respect of the Series A Preferred Stock and the Series B Preferred Stock shall be insufficient to permit the payment to such holders of the full aforesaid preferential amounts, then, the entire assets and funds of the corporation legally available for distribution shall be distributed ratably among the holders of the Series A Preferred Stock and the Series B Preferred Stock in proportion to the aggregate liquidation preferences of the respective series, and ratably among the holders of that series in proportion to the amount of such stock owned by each such holderStock. b. After (b) The term “Liquidation” shall also include (i) the distributions described in subsection (a) above have been paidsale, the remaining assets of the corporation available for distribution to stockholders shall be distributed among the holders of Series A Preferred Stocklease, Series B Preferred Stock and Common Stock pro rata based on the number of shares of Common Stock held by each (assuming conversion of all such Series A Preferred Stock and Series B Preferred Stock). c. A consolidation or merger of this corporation with or into any other corporation or corporationstransfer, or a saleexclusive license, exchange, conveyance or other disposition for cash, securities or other property of all or substantially all of the assets of this corporation the Corporation or (ii) the effectuation by merger, consolidation or share exchange of the corporation of a transaction Corporation into or series of related transactions with any other Person (other than one in which more than 50% stockholders of the Corporation own a majority by voting power of the corporation is disposed of (excluding the issuance of outstanding shares of Series A Preferred Stock pursuant the surviving or acquiring corporation). The Holders’ entitlement to their liquidation preference shall not be abrogated or diminished in the Series A Preferred Stock Purchase Agreement and event part of the issuance of Series B Preferred Stock pursuant consideration is subject to the Series B Preferred Stock Purchase Agreement), shall be deemed to be escrow in connection with a liquidation, dissolution or winding up within the meaning of this Section 2Liquidation.

Liquidation Preference. a. In the event of (a) Upon any liquidation, dissolution or winding up of this corporationthe Company, either whether voluntary or involuntary, but before any distribution or payment shall be made to the holders of any Common Stock, and in equal preference to the holders of the Series D Preferred, the holders of Series A Preferred Stock and Series B E Preferred Stock shall be entitled to receive, prior and in preference to any distribution of any be paid out of the remaining assets of this corporation the Company legally available for distribution with respect to the holders each share of Common Series E Preferred Stock by reason of their ownership thereof, an amount per share equal to the sum of (i) $2.00 10.00 per share, as adjusted for each outstanding share of Series A Preferred Stock, (subject to appropriate adjustments for stock splits, any stock dividends, combinations or other recapitalizations and hereafter referred splits with respect to as such shares (the "Original Series A E Issue Price"), ) plus (ii) $4.43 for each outstanding share of Series B Preferred Stock (subject to appropriate adjustments for stock splits, stock dividends, combinations or other recapitalizations and hereafter referred to as the "Original Series B Issue Price"), and (iii) an amount equal to any declared but unpaid dividends on thereon (such share of sum, the "Series A Preferred Stock or Series B Preferred Stock, as applicableE Liquidation Value"). If upon the occurrence of any such eventliquidation, the assets and funds thus distributed among the holders dissolution or winding up of the Series A Preferred Stock and the Series B Preferred Stock shall be insufficient to permit the payment to such holders of the full aforesaid preferential amounts, then, the entire assets and funds of the corporation legally available for distribution shall be distributed ratably among the holders of the Series A Preferred Stock and the Series B Preferred Stock in proportion to the aggregate liquidation preferences of the respective series, and ratably among the holders of that series in proportion to the amount of such stock owned by each such holder. b. After the distributions described in subsection (a) above have been paid, Company the remaining assets of the corporation Company available for distribution to its stockholders shall be distributed among insufficient to pay the holders of shares of Series A D Preferred and Series E Preferred Stock the full liquidation amount to which each is entitled under the Series D Designations and this Certificate, as the case may be, then the holders of shares of Series D Preferred and Series E Preferred Stock shall share ratably in any distribution of the remaining assets of the Company in proportion to the respective amounts which would otherwise be payable in respect of the shares of such Preferred Stock held by them upon such distribution if all amounts payable on or with respect to such shares were paid in full. (b) After payment in full of the liquidation amounts to which all outstanding shares of Series D Preferred and Series E Preferred Stock are entitled, then the remaining assets of the Company legally available for distribution, if any, shall be distributed to the holders of Common Stock. (c) The following events shall be considered a liquidation for purposes of Section 3(a) above and Section 6 (a) below unless the holders of at least a majority of the voting power of all then outstanding shares of each of the Series D Preferred and the Series E Preferred Stock, Series B Preferred Stock and Common Stock pro rata based on the number of shares of Common Stock held by each vote otherwise: (assuming conversion of all such Series A Preferred Stock and Series B Preferred Stock). c. A i) any merger, consolidation or merger other business combination of this corporation with the Company in which the stockholders of the Company immediately prior to such transaction will, immediately after such transaction (by virtue of securities issued in the transaction or into any other corporation or corporationsotherwise), or beneficially own (as determined pursuant to rule 13d-3 under the Securities Exchange Act of 1934, as amended (the "Exchange Act") capital stock representing less than fifty percent (50%) of the voting power of the surviving entity's voting stock immediately after such transaction; or (ii) a sale, conveyance or disposition sale of all or substantially all of the assets of this corporation the Company to any other entity, where the Company's stockholders immediately prior to such sale will, immediately after such sale (by virtue of securities issued as consideration for the Company's sale or otherwise), beneficially own (as determined pursuant to Rule 13d-3 under the effectuation by the corporation of a transaction or series of related transactions in which more Exchange Act) capital stock representing less than fifty percent (50% %) of the voting power of the corporation acquiring entity's voting stock. (d) In either of the events in Section 3(c) above, if the consideration received by the Company is disposed of (excluding other than cash, its value will be deemed its fair market value as determined in good faith by the issuance of shares of Series A Preferred Stock pursuant to the Series A Preferred Stock Purchase Agreement and the issuance of Series B Preferred Stock pursuant to the Series B Preferred Stock Purchase Agreement), Board. Any securities shall be deemed to be a liquidation, dissolution or winding up within the meaning of this Section 2.valued as follows:

Liquidation Preference. a. In Unless waived by the event vote or written consent of any liquidationthe holders of at least (I) a majority of the outstanding shares of each of the Series A Preferred Stock, dissolution Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock and Series E Preferred Stock and (II) at least sixty-six and two-thirds percent (66 2/3%) of Series F Preferred Stock (voting separately as a separate class and on an as-converted basis), upon a Liquidation Event (as defined below) or winding up of this corporation, either voluntary or involuntaryan Extraordinary Transaction (as defined below), the holders of Series A Preferred Stock and Series B outstanding shares of Preferred Stock shall be entitled to receive, prior and in preference to any distribution of any be paid out of the assets of this corporation the Corporation available for distribution to stockholders, whether such assets are capital, surplus or earnings, as follows: (i) Each holder of outstanding shares of Series F Preferred Stock shall be entitled to be paid, before any amount shall be paid or distributed to the holders of Common Junior Preferred Stock by reason or to the holders of their ownership thereofJunior Stock, an amount in cash equal to (A) $2.72 per share equal with respect to the sum of Series F Preferred Stock (i) $2.00 for each outstanding share of Series A Preferred Stock, (subject to appropriate adjustments adjusted appropriately for stock splits, stock dividends, combinations or other recapitalizations and hereafter referred the like with respect to as the "Original Series A Issue Price"F Preferred Stock) plus (B) any accumulated, but unpaid, dividends, including without limitation, the Series F Preferred Dividends (collectively, the “Series F Liquidation Amount”), . (ii) Following payment of the Series F Liquidation Amount, each holder of outstanding shares of Junior Preferred Stock shall be entitled to be paid, before any amount shall be paid or distributed to the holders of Junior Stock, an amount in cash equal to: (A) $4.43 for each outstanding 0.4464 per share of with respect to the Series B A Preferred Stock (subject to appropriate adjustments adjusted appropriately for stock splits, stock dividends, combinations or other recapitalizations and hereafter referred the like with respect to as the "Original Series B Issue Price"), and (iii) an amount equal to declared but unpaid dividends on such share of Series A Preferred Stock or Series B Preferred Stock, as applicable. If upon the occurrence of such event, the assets and funds thus distributed among the holders of the Series A Preferred Stock and Stock), $0.6524 per share with respect to the Series B Preferred Stock shall be insufficient (adjusted appropriately for stock splits, stock dividends, recapitalizations and the like with respect to permit the payment to such holders of the full aforesaid preferential amounts, then, the entire assets and funds of the corporation legally available for distribution shall be distributed ratably among the holders of the Series A Preferred Stock and the Series B Preferred Stock), $0.8500 per share with respect to the Series C Preferred Stock (adjusted appropriately for stock splits, stock dividends, recapitalizations and the like with respect to the Series C Preferred Stock), $2.4318 per share with respect to the Series D Preferred Stock (adjusted appropriately for stock splits, stock dividends, recapitalizations and the like with respect to the Series D Preferred Stock) and $2.5594 per share with respect to the Series E Preferred Stock (adjusted appropriately for stock splits, stock dividends, recapitalizations and the like with respect to the Series E Preferred Stock) plus (B) any accumulated but unpaid dividends, including, without limitation, the Junior Preferred Dividends to which such holder of Junior Preferred Stock is then entitled (the applicable sum of clauses (A) and (B) being referred to herein as the applicable “Junior Preferred Liquidation Amount”), provided that if, upon any Liquidation Event or Extraordinary Transaction, the amounts payable with respect to the Junior Preferred Liquidation Amount as provided in this Section A.4 are not paid in full, the holders of Junior Preferred Stock shall share ratably in any distribution of assets in proportion to the aggregate liquidation preferences full respective preferential amounts to which they are entitled. (iii) Upon the completion of the respective seriesdistributions required by Section A.4(a)(i) and Section A.4(a)(ii) above, and ratably among the holders of that series in proportion to the amount of such stock owned by each such holder. b. After the distributions described in subsection (a) above have been paid, the any remaining assets of the corporation available for distribution to stockholders shall be distributed among the holders of Series A Preferred Stock, Series B Preferred 1 Stock and Common Stock pro rata based on the number of shares of Common Stock held by each (assuming full conversion of all such Preferred Stock and Series 1 Stock) (the “Residual Liquidation Amount” and, together with the Junior Preferred Liquidation Amount and the Series F Liquidation Amount, the “Total Liquidation Amount”) until, with respect to each series of Preferred Stock, such holders shall have received the applicable Participation Cap (as defined below), including amounts paid pursuant to Section A.4(a)(i)(A) with respect to the Series F Preferred Stock and Section A.4(a)(ii)(A) with respect to the Junior Preferred Stock but excluding amounts paid pursuant to Section A.4(a)(i)(B) with respect to the Series F Preferred Stock and Section A.4(a)(ii)(B) with respect to the Junior Preferred Stock; thereafter, if assets remain for distribution, the holders of the Series 1 Stock and Common Stock of this corporation shall receive all of the remaining assets pro rata based on the number of shares of Common Stock held by each (assuming full conversion of all such Series 1 Stock). For purposes of this Ninth Amended and Restated Certificate of Incorporation, “Participation Cap” shall mean $1.3392 for the Series A Preferred Stock and Stock, $1.9572 for the Series B Preferred Stock, $1.7000 for the Series C Preferred Stock, $6.0795 for the Series D Preferred Stock, $6.3985 for the Series E Preferred Stock and $6.80 for the Series F Preferred Stock (each as adjusted for any stock splits, stock dividends, combinations, recapitalizations or the like with respect to such series of Preferred Stock). c. A consolidation or merger of this corporation with or into any other corporation or corporations, or a sale, conveyance or disposition of all or substantially all of the assets of this corporation or the effectuation by the corporation of a transaction or series of related transactions in which more than 50% of the voting power of the corporation is disposed of (excluding the issuance of shares of Series A Preferred Stock pursuant to the Series A Preferred Stock Purchase Agreement and the issuance of Series B Preferred Stock pursuant to the Series B Preferred Stock Purchase Agreement), shall be deemed to be a liquidation, dissolution or winding up within the meaning of this Section 2.

Liquidation Preference. a. In the event of Upon any voluntary or involuntary liquidation, dissolution or winding up of this corporation, either voluntary or involuntarythe Corporation, the holders of the outstanding shares of Series A Preferred Stock and Series B F Preferred Stock shall be entitled to receive, prior receive and in preference to any distribution of any be paid out of the assets of this corporation the Corporation legally available for distribution to its stockholders a liquidation preference of $25.00 per share (the “Liquidation Preference”), plus an amount equal to any accrued and unpaid dividends to the date of payment, before any distribution of assets or payment is made to holders of Common Stock by reason or any other class or series of their ownership thereof, an amount per share equal stock of the Corporation that ranks junior to the sum Series F Preferred Stock with respect to the distribution of (i) $2.00 for each outstanding share assets upon liquidation, dissolution or winding up of Series A Preferred Stockthe Corporation, (but subject to appropriate adjustments for the preferential rights of the holders of shares of any class or series of stock splits, stock dividends, combinations or other recapitalizations and hereafter referred of the Corporation ranking senior to as the "Original Series A Issue Price"), (ii) $4.43 for each outstanding share of Series B F Preferred Stock (subject with respect to appropriate adjustments for stock splitssuch distribution of assets upon liquidation, stock dividendsdissolution or winding up. If, combinations upon any voluntary or other recapitalizations and hereafter referred to as involuntary liquidation, dissolution or winding up of the "Original Series B Issue Price"), and (iii) an amount equal to declared but unpaid dividends on such share of Series A Preferred Stock or Series B Preferred Stock, as applicable. If upon the occurrence of such eventCorporation, the assets of the Corporation legally available therefor are insufficient to pay the full amount of liquidating distributions payable on all outstanding shares of Series F Preferred Stock and funds thus distributed among the full amount of the liquidating distributions payable on all outstanding shares of any other class or classes or series of stock of the Corporation ranking on a parity with the Series F Preferred Stock with respect to the distribution of assets upon liquidation, dissolution or winding up of the Corporation, then the holders of the Series A F Preferred Stock and the Series B Preferred Stock shall be insufficient to permit the payment to all such holders other classes or series of the full aforesaid preferential amounts, then, the entire stock will share ratably in any such distribution of assets and funds of the corporation legally available for distribution shall be distributed ratably among the holders of the Series A Preferred Stock and the Series B Preferred Stock in proportion to the aggregate liquidation preferences of the respective seriesfull liquidating distributions (including, if applicable, accrued and ratably among the unpaid dividends) to which they would otherwise respectively be entitled. If liquidating distributions shall have been made in full to all holders of that series in proportion to the amount of such stock owned by each such holder. b. After the distributions described in subsection (a) above have been paidSeries F Preferred Stock, the remaining assets of the corporation available for distribution to stockholders Corporation shall be distributed among the holders of any other class or classes or series of stock of the Corporation ranking junior to the Series A F Preferred Stock as to the distribution of assets upon liquidation, dissolution or winding up, according to their respective rights and preferences and, in each case, according to their respective number of shares. For purposes of these terms of the Series F Preferred Stock, Series B Preferred Stock and Common Stock pro rata based on neither the number of shares of Common Stock held by each (assuming conversion of all such Series A Preferred Stock and Series B Preferred Stock). c. A consolidation or merger of this corporation the Corporation with or into any other corporation company, trust or corporationsother entity, or a nor the sale, lease, transfer or conveyance or disposition of all or substantially all of the assets of this corporation property or the effectuation by the corporation of a transaction or series of related transactions in which more than 50% business of the voting power of the corporation is disposed of (excluding the issuance of shares of Series A Preferred Stock pursuant to the Series A Preferred Stock Purchase Agreement and the issuance of Series B Preferred Stock pursuant to the Series B Preferred Stock Purchase Agreement)Corporation, shall be deemed to be constitute a liquidation, dissolution or winding up within of the meaning Corporation. After payment to the holders of this Section 2the Series F Preferred Stock of the full liquidating distributions to which they are entitled, the holders of the Series F Preferred Stock, as such, shall have no right or claim to any of the remaining assets of the Corporation. In determining whether a distribution (other than upon voluntary or involuntary liquidation, dissolution or winding up of the Corporation) by dividend, redemption or other acquisition of shares of stock of the Corporation or otherwise is permitted under the Maryland General Corporation Law, no effect shall be given to amounts that would be needed, if the Corporation would be dissolved at the time of the distribution, to satisfy the preferential rights upon dissolution of holders of Series F Preferred Stock.

Liquidation Preference. a. (a) In the event of any liquidation, dissolution or winding up of this corporationthe affairs of the Company, either whether voluntary or involuntaryotherwise, after payment or provision for payment of the debts and other liabilities of the Company, the holders of Series A A-1 Increasing Rate Preferred Stock and Series B Preferred Stock Shares shall be entitled to receive, prior in cash, out of the remaining assets of the Company legally available therefor, the amount of One Thousand Dollars ($1,000.00) for each Series A-1 Increasing Rate Preferred Share, plus an amount equal to all distributions accrued and in preference unpaid on each such share up to the date of such distribution of assets, before any distribution of any of the assets of this corporation shall be made to the holders of Common Stock by reason Shares or any other shares of their ownership thereof, an amount per share equal beneficial interest of the Company ranking (as to any such distribution of assets) junior to the sum of (i) $2.00 for each outstanding share of Series A A-1 Increasing Rate Preferred Stock, (subject to appropriate adjustments for stock splits, stock dividends, combinations or other recapitalizations and hereafter referred to as the "Original Series A Issue Price"), (ii) $4.43 for each outstanding share of Series B Preferred Stock (subject to appropriate adjustments for stock splits, stock dividends, combinations or other recapitalizations and hereafter referred to as the "Original Series B Issue Price"), and (iii) an amount equal to declared but unpaid dividends on such share of Series A Preferred Stock or Series B Preferred Stock, as applicableShares. If upon any liquidation, dissolution or winding up of the occurrence of such eventCompany, the assets and funds thus distributed distributable among the holders of Series A-1 Increasing Rate Preferred Shares and all other classes and series of preferred shares ranking (as to any such distribution of assets) on a parity with the Series A A-1 Increasing Rate Preferred Stock and the Series B Preferred Stock shall be Shares are insufficient to permit the payment in full to such the holders of the full aforesaid all such shares of all preferential amountsamounts payable to all such holders, then, then the entire assets and funds of the corporation legally available for distribution Company thus distributable shall be distributed ratably among the holders of Series A-1 Increasing Rate Preferred Shares and such other classes and series of preferred shares ranking (as to any such distribution of assets) on a parity with the Series A A-1 Increasing Rate Preferred Stock and the Series B Preferred Stock Shares in proportion to the aggregate respective amounts that would be payable per share if such assets were sufficient to permit payment in full. (b) For purposes of this Section 14.5, a distribution of assets in any dissolution, winding up or liquidation preferences shall not include (i) any consolidation of merger of the respective series, and ratably among the holders of that series in proportion to the amount of such stock owned by each such holder. b. After the distributions described in subsection (a) above have been paid, the remaining assets of the corporation available for distribution to stockholders shall be distributed among the holders of Series A Preferred Stock, Series B Preferred Stock and Common Stock pro rata based on the number of shares of Common Stock held by each (assuming conversion of all such Series A Preferred Stock and Series B Preferred Stock). c. A consolidation or merger of this corporation Company with or into any other corporation, (ii) any dissolution, liquidation, winding up or reorganization of the Company immediately followed by incorporation of another corporation to which such assets are distributed or corporations, (iii) a sale or a sale, conveyance or other disposition of all or substantially all of the Company's assets to another corporation; provided, however, that, in each case, effective provision is made in the charter of the resulting and surviving corporation or otherwise for the recognition, preservation and protection of the rights of the holders of Series A-1 Increasing Rate Preferred Shares. (c) After the payment of the full preferential amounts provided for herein to the holders of Series A-1 Increasing Rate Preferred Shares or funds necessary for such payment have been set aside in trust for the holders thereof, such holders shall be entitled to no other or further participation in the distribution of the assets of this corporation the Company. (d) In determining whether a distribution by dividend, redemption or other acquisition of Shares or otherwise is permitted under Maryland law, no effect shall be given to amounts that would be needed, if the effectuation by Company were to be dissolved at the corporation of a transaction or series of related transactions in which more than 50% time of the voting power distribution, to satisfy the preferential rights upon dissolution of shareholders whose preferential rights on dissolution are superior to those receiving the distribution; provided, however, if the Company were to be dissolved at the time of the corporation is disposed distribution and, after giving effect to amounts that would be needed to satisfy the preferential rights upon dissolution of (excluding shareholders whose preferential rights on dissolution are superior to those receiving the issuance distribution, the Company would not have been permitted to make such distribution by dividend, redemption or other acquisition of shares of Series A Preferred Stock pursuant Shares or otherwise under the Maryland General Corporation Law if such law were applicable to the Series A Preferred Stock Purchase Agreement and Company, then the issuance holders of Series B Preferred Stock pursuant to the Series B A-1 Increasing Rate Preferred Stock Purchase Agreement), Shares shall be deemed have the right to be a liquidation, dissolution immediately convert all or winding up within any of the meaning Series A-1 Increasing Rate Preferred Shares into Common Shares in accordance with the provisions of this Section 214.6 below.

Liquidation Preference. a. (a) In the event of any voluntary or involuntary liquidation, dissolution or winding up of this corporation, either voluntary or involuntarythe affairs of the Company, the holders of shares of Series A Preferred Stock then outstanding will be entitled to be paid out of the assets of the Company available for distribution to its stockholders an amount equal to $3.0625 for each share of Series A Preferred Stock outstanding (such amount, as it may be adjusted from time to time to give effect to any stock splits or combinations, recapitalizations or other similar events, the "Liquidation Value") plus an amount equal to all accumulated but unpaid dividends thereon to the date fixed for the liquidation, dissolution or winding up, before any payment is made or any assets distributed to the holders of any of the Junior Stock. (b) Except as provided in Section 4(a) hereof, holders of Series A Preferred Stock and Series B Preferred Stock shall will not be entitled to receive, prior and in preference to any distribution in the event of any liquidation, dissolution or winding up of the affairs of the Company. If the assets of this corporation the Company are not sufficient to pay in full the liquidation payments payable to the holders of Common outstanding shares of Series A Preferred Stock by reason and any shares of their ownership thereofParity Stock, an amount per then the holders of all such shares will share ratably in accordance with the respective amounts to which the holders of outstanding shares of Series A Preferred Stock and any Parity Stock would be entitled if all amounts payable thereon were paid in full. (c) The liquidation payment with respect to each outstanding fractional share of Series A Preferred Stock (if any) will be equal to a ratably proportionate amount of the sum of (i) $2.00 for liquidation payment with respect to each outstanding share of Series A Preferred Stock, (subject to appropriate adjustments for stock splits, stock dividends, combinations or other recapitalizations and hereafter referred to as the "Original Series A Issue Price"), (ii) $4.43 for each outstanding share of Series B Preferred Stock (subject to appropriate adjustments for stock splits, stock dividends, combinations or other recapitalizations and hereafter referred to as the "Original Series B Issue Price"), and (iii) an amount equal to declared but unpaid dividends on such share of Series A Preferred Stock or Series B Preferred Stock, as applicable. If upon the occurrence of such event, the assets and funds thus distributed among the holders of the Series A Preferred Stock and the Series B Preferred Stock shall be insufficient to permit the payment to such holders of the full aforesaid preferential amounts, then, the entire assets and funds of the corporation legally available for distribution shall be distributed ratably among the holders of the Series A Preferred Stock and the Series B Preferred Stock in proportion to the aggregate liquidation preferences of the respective series, and ratably among the holders of that series in proportion to the amount of such stock owned by each such holder. b. After the distributions described in subsection (a) above have been paid, the remaining assets of the corporation available for distribution to stockholders shall be distributed among the holders of Series A Preferred Stock, Series B Preferred Stock and Common Stock pro rata based on the number of shares of Common Stock held by each (assuming conversion of all such Series A Preferred Stock and Series B Preferred Stock). c. A consolidation or merger of this corporation with or into any other corporation or corporations, or a sale, conveyance or disposition of all or substantially all of the assets of this corporation or the effectuation by the corporation of a transaction or series of related transactions in which more than 50% of the voting power of the corporation is disposed of (excluding the issuance of shares of Series A Preferred Stock pursuant to the Series A Preferred Stock Purchase Agreement and the issuance of Series B Preferred Stock pursuant to the Series B Preferred Stock Purchase Agreement), shall be deemed to be a liquidation, dissolution or winding up within the meaning of this Section 2.

Liquidation Preference. a. In the event of any liquidationa Liquidation Event, dissolution or winding up distributions to the Shareholders shall be made in the following manner, after satisfaction of this corporation, either voluntary or involuntary, the holders all creditors’ claims and claims that may be mandated by law: (a) Each holder of Series A D+ Preferred Stock and Series B Preferred Stock Shares shall be entitled to receivereceive for each Series D+ Preferred Share it holds, prior and in preference to any distribution of any of the assets or surplus funds of this corporation the Company to the holders of Common Stock Series D Preferred Shares, Series C Preferred Shares, Series B Preferred Shares, Ordinary Shares or any other class or series of Shares by reason of their ownership thereofof such Shares, an the amount per share equal to the sum greater of (x) the aggregate of (i) $2.00 for each outstanding share of the Series A Preferred Stock, (subject to appropriate adjustments for stock splits, stock dividends, combinations or other recapitalizations and hereafter referred to as the "D+ Original Series A Issue Price"), (ii) $4.43 for each outstanding share of any dividends declared and unpaid with respect to such Series B D+ Preferred Stock (subject to appropriate adjustments for stock splits, stock dividends, combinations or other recapitalizations and hereafter referred to as the "Original Series B Issue Price")Share, and (iii) an amount equal to declared but unpaid dividends on that would give such share holder of Series A D+ Preferred Stock or Shares a simple non-compounded interest of five percent (5%) per annum on the Series B D+ Original Issue Price, calculated from the Series D+ Original Issue Date up until the date of receipt by the holder of the full liquidation preference amount thereof, and (y) the amount such Series D+ Preferred StockShares would have received, as applicablewith respect to each Series D+ Preferred Share, had that Series D+ Preferred Share been converted into Ordinary Shares immediately prior to the consummation of the Liquidation Event (the “Series D+ Liquidation Preference”). If upon the occurrence of such event, the assets and funds thus distributed among the holders of the Series A Preferred Stock and the Series B Preferred Stock available for distribution shall be insufficient to permit the payment to such holders of the full aforesaid preferential amountsSeries D+ Liquidation Preference, then, then the entire assets and funds of the corporation Company legally available for distribution shall be distributed ratably among the holders of the Series A D+ Preferred Stock and the Series B Preferred Stock Shares in proportion to the Series D+ Liquidation Preference to which each such holder is otherwise entitled. (b) If there are any assets or funds remaining after the aggregate liquidation preferences Series D+ Liquidation Preference has been distributed or paid in full to the holders of the respective seriesSeries D+ Preferred Shares pursuant to Section 8.01(a) above, each holder of Series D Preferred Shares shall be entitled to receive for each Series D Preferred Share it holds, prior and in preference to any distribution of any of the assets or surplus funds of the Company to the holders of Series C Preferred Shares, Series B Preferred Shares, Ordinary Shares or any other class or series of Shares by reason of their ownership of such Shares, the amount equal to the greater of (x) the aggregate of (i) the Series D Original Issue Price, (ii) any dividends declared and unpaid with respect to such Series D Preferred Share, and (iii) an amount that would give such holder of Series D Preferred Shares a simple non-compounded interest of five percent (5%) per annum on the Series D Original Issue Price, calculated from the Series D Original Issue Date up until the date of receipt by the holder of the full liquidation preference amount thereof, and (y) the amount such Series D Preferred Shares would have received, with respect to each Series D Preferred Share, had that Series D Preferred Share been converted into Ordinary Shares immediately prior to the consummation of the Liquidation Event (the “Series D Liquidation Preference”). If the assets and funds available for distribution shall be insufficient to permit the payment to such holders of the full Series D Liquidation Preference, then the entire assets and funds of the Company legally available for distribution shall be distributed ratably among the holders of that series the Series D Preferred Shares in proportion to the amount Series D Liquidation Preference to which each such holder is otherwise entitled. (c) If there are any assets or funds remaining after the aggregate Series D Liquidation Preference has been distributed or paid in full to the holders of the Series D Preferred Shares pursuant to Section 8.01(b) above, each holder of Series C Preferred Shares shall be entitled to receive for each Series C Preferred Share it holds, prior and in preference to any distribution of any of the assets or surplus funds of the Company to the holders of Series B Preferred Shares, Ordinary Shares or any other class or series of Shares by reason of their ownership of such stock owned Shares, the amount equal to the greater of (x) the aggregate of (i) the Series C Original Issue Price, (ii) any dividends declared and unpaid with respect to such Series C Preferred Share, and (iii) an amount that would give such holder of Series C Preferred Shares a simple non-compounded interest of five percent (5%) per annum on the Series C Original Issue Price, calculated from the Series C Original Issue Date up until the date of receipt by the holder of the full liquidation preference amount thereof, and (y) the amount such Series C Preferred Shares would have received, with respect to each Series C Preferred Share, had that Series C Preferred Share been converted into Ordinary Shares immediately prior to the consummation of the Liquidation Event (the “Series C Liquidation Preference”). If the assets and funds available for distribution shall be insufficient to permit the payment to such holders of the full Series C Liquidation Preference, then the entire assets and funds of the Company legally available for distribution shall be distributed ratably among the holders of the Series C Preferred Shares in proportion to the Series C Liquidation Preference to which each such holderholder is otherwise entitled. b. (d) If there are any assets or funds remaining after the aggregate Series C Liquidation Preference has been distributed or paid in full to the holders of the Series C Preferred Shares pursuant to Section 8.01(c) above, each holder of Series B Preferred Shares shall be entitled to receive for each Series B Preferred Share it holds, prior and in preference to any distribution of any of the assets or surplus funds of the Company to the holders of Ordinary Shares or any other class or series of Shares by reason of their ownership of such Shares, the amount equal to the greater of (x) the aggregate of (i) the Series B Original Issue Price, (ii) any dividends declared and unpaid with respect to such Series B Preferred Share, and (iii) an amount that would give such holder of Series B Preferred Shares a simple non-compounded interest of five percent (5%) per annum on the Series B Original Issue Price, calculated from the Series B Original Issue Date up until the date of receipt by the holder of the full liquidation preference amount thereof, and (y) the amount such Series B Preferred Shares would have received, with respect to each Series B Preferred Share, had that Series B Preferred Share been converted into Ordinary Shares immediately prior to the consummation of the Liquidation Event (the “Series B Liquidation Preference”). If the assets and funds available for distribution shall be insufficient to permit the payment to such holders of the full Series B Liquidation Preference, then the entire assets and funds of the Company legally available for distribution shall be distributed ratably among the holders of the Series B Preferred Shares in proportion to the Series B Liquidation Preference to which each such holder is otherwise entitled. (e) After setting aside or paying in full the distributions described in subsection Series D+ Liquidation Preference, the Series D Liquidation Preference, the Series C Liquidation Preference and the Series B Liquidation Preference due pursuant to Section 8.01 (a) above have been paidthrough (d) above, the remaining assets of the corporation Company available for distribution to stockholders the Shareholders, if any, shall be distributed among to the holders of Series A Preferred Stock, Series B Preferred Stock and Common Stock the Ordinary Shares on a pro rata basis, based on the number of shares of Common Stock Ordinary Shares then held by each (assuming conversion of all such Series A Preferred Stock and Series B Preferred Stock)holder. c. A consolidation or merger of this corporation with or into any other corporation or corporations, or a sale, conveyance or disposition of all or substantially all of the assets of this corporation or the effectuation by the corporation of a transaction or series of related transactions in which more than 50% of the voting power of the corporation is disposed of (excluding the issuance of shares of Series A Preferred Stock pursuant to the Series A Preferred Stock Purchase Agreement and the issuance of Series B Preferred Stock pursuant to the Series B Preferred Stock Purchase Agreement), shall be deemed to be a liquidation, dissolution or winding up within the meaning of this Section 2.

Liquidation Preference. a. In the event of any liquidation, dissolution or winding up of this corporation, either voluntary or involuntary, subject to the rights of series of Preferred Stock which may from time to time come into existence, the holders of Series A Preferred Stock and Series B Preferred Stock shall be entitled to receive, prior and in preference to any distribution of any of the assets of this corporation to the holders of Common Stock by reason of their ownership thereof, an amount per share equal to the sum of (i) $2.00 for each outstanding share of Series A Preferred Stock, (subject to appropriate adjustments for stock splits, stock dividends, combinations or other recapitalizations and hereafter referred to as the "Original Series A Issue Price"), (ii) $4.43 1.00 for each outstanding share of Series B Preferred Stock (subject to appropriate adjustments for stock splits, stock dividends, combinations or other recapitalizations and hereafter referred to as the "Original Series B Issue Price"), and as adjusted to reflect any share split, dividend, combination, reclassification or similar event involving the Series B Preferred Stock plus (iiiii) an amount per share equal to declared but unpaid dividends on such eight (8) percent of the Original Series B Issue Price compounded annually. The holders of Series M Preferred Stock shall be entitled to receive, prior and in preference to any distribution of any of the assets of this corporation to the holders of Common Stock by reason of their ownership thereof, an amount per share equal to $6.00 for each outstanding share of Series A M Preferred Stock (the "Original Series M Issue Price"), as adjusted to reflect any share split, dividend, combination, reclassification or similar event involving the Series B M Preferred Stock, as applicable. If upon the occurrence of such event, the assets and funds thus distributed among the holders of the Series A B Preferred Stock and the Series B M Preferred Stock shall be insufficient to permit the payment to such holders of the full aforesaid preferential amounts, then, subject to the rights of series of Preferred Stock which may from time to time come into existence, the entire assets and funds of the corporation legally available for distribution shall be distributed ratably among the holders of the Series A B Preferred Stock and the Series B M Preferred Stock in proportion to the aggregate liquidation preferences of the respective series, and ratably among the holders of that series in proportion to the preferential amount of such stock owned by each such holderholder is otherwise entitled to receive. b. After the distributions described in subsection completion of the distribution required by subparagraph (a) above have been paidof this Section 2 and any other distribution which may be required with respect to series of Preferred Stock which may from time to time come into existence, the remaining assets of the this corporation available for distribution to stockholders shall be distributed among the holders of Series A Preferred Stock, Series B Preferred Stock and Common Stock pro rata based on the number of shares of Common Stock held by each (assuming conversion of all such Series A Preferred Stock and Series B Preferred Stock)each. c. A consolidation Whenever the distribution provided for in this Section 2 shall be payable in property other than cash, the value of such distribution shall be the fair market value of such property as determined in good faith by the Board of Directors. d. Any acquisition of the corporation by means of merger or merger other form of this corporate reorganization in which outstanding shares of the corporation with are exchanged for securities or into any other consideration issued by the acquiring corporation or corporationsits subsidiary (other than a mere reincorporation transaction), or a sale, conveyance or disposition of all or substantially all of the assets of this corporation or the effectuation by the corporation of a transaction or series of related transactions in which more than 50% of the voting power of the corporation is disposed of (excluding other than the issuance of shares of Series A Preferred Stock pursuant to the Series A Preferred Stock Purchase Agreement and the issuance of Series B Preferred Stock pursuant to the Series B Preferred Stock Purchase AgreementPublic Offering as defined herein), shall be deemed to be a liquidation, dissolution or winding up within the meaning of this Section 2.

Liquidation Preference. a. (a) In the event of any liquidation, dissolution or winding winding-up of this corporationthe Corporation, either whether voluntary or involuntary, after any payment or distribution of the assets of the Corporation (whether capital or surplus) shall be made to or set apart for the holders of Senior Securities, and before any payment or distribution of the assets of the Corporation (whether capital or surplus) shall be made to or set apart for the holders of Junior Securities, the holders of the shares of Series A G Preferred Stock and Series B H Preferred Stock taken together shall be entitled to receive, prior receive an amount in cash equal to the greater of (x) the aggregate Liquidation Preferences (as set forth herein and in preference the Series G Designation) of the shares of Series G Preferred Stock and Series H Preferred Stock as of the date of liquidation, or (y) the aggregate amount that would have been received with respect to the shares of Series G Preferred Stock and Series H Preferred Stock if such stock had been converted to Common Stock immediately prior to such liquidation, dissolution or winding-up. If, upon any distribution liquidation, dissolution or winding-up of any of the Corporation, the assets of this corporation to the holders of Common Stock by reason of their ownership Corporation, or proceeds thereof, an amount per share equal shall be insufficient to pay in full the sum aforesaid amounts under clause (x) of the preceding sentence and liquidating payments on all Parity Securities, then such assets, or proceeds thereof, shall (i) $2.00 for each outstanding share of Series A Preferred Stock, (subject to appropriate adjustments for stock splits, stock dividends, combinations or other recapitalizations and hereafter referred to as the "Original Series A Issue Price"), (ii) $4.43 for each outstanding share of Series B Preferred Stock (subject to appropriate adjustments for stock splits, stock dividends, combinations or other recapitalizations and hereafter referred to as the "Original Series B Issue Price"), and (iii) an amount equal to declared but unpaid dividends on such share of Series A Preferred Stock or Series B Preferred Stock, as applicable. If upon the occurrence of such event, the assets and funds thus be distributed among the holders shares of the Series A G Preferred Stock and the Series B H Preferred Stock shall taken together and all such other Parity Securities ratably in accordance with the respective amounts that would be insufficient to permit the payment to payable on such holders shares of the full aforesaid preferential amounts, then, the entire assets and funds of the corporation legally available for distribution shall be distributed ratably among the holders of the Series A Preferred Stock and any such other Parity Securities if all amounts payable thereon were paid in full and (ii) the amount distributable under clause (i) to the Series B Preferred Stock in proportion to the aggregate liquidation preferences of the respective series, and ratably among the holders of that series in proportion to the amount of such stock owned by each such holder. b. After the distributions described in subsection (a) above have been paid, the remaining assets of the corporation available for distribution to stockholders shall be distributed among the holders of Series A Preferred Stock, Series B Preferred Stock and Common Stock pro rata based on the number of shares of Common Stock held by each (assuming conversion of all such Series A G Preferred Stock and Series B H Preferred Stock taken together, shall first be distributed to the Series G Preferred Stock until it has received an amount equal to the aggregate Preference Amounts (as defined in the Series G Designation) of all Series G Preferred Stock outstanding as of the date of liquidation and thereafter 37.5% to the Series G Preferred Stock and 62.5% to the Series H Preferred Stock). c. A consolidation . If, upon any liquidation, dissolution or merger winding-up of the Corporation, the assets of the Corporation, or proceeds thereof, distributable to the Series G Preferred Stock and Series H Preferred Stock taken together shall be sufficient to pay in full the aforesaid amounts under clause (x) of the first sentence of this corporation subsection 5(a) then such amount shall first be distributed to the Series G Preferred Stock until it has received an amount equal to the aggregate Preference Amounts (as defined in the Series G Designation) of all Series G Preferred Stock outstanding as of the date of liquidation and thereafter 37.5% to the Series G Preferred Stock and 62.5% to the Series H Preferred Stock. Any amounts distributed with or into any other corporation or corporationsrespect to the Series H Preferred Stock pursuant to this paragraph 5(a) shall be allocated pro rata among the shares of Series H Preferred Stock. For the purposes of this paragraph 5, or a neither the sale, conveyance conveyance, exchange or disposition transfer (for cash, shares of stock, securities or other consideration) of all or substantially all of the property or assets of this corporation the Corporation nor the consolidation or the effectuation by the corporation of a transaction or series of related transactions in which more than 50% merger of the voting power of the corporation is disposed of (excluding the issuance of shares of Series A Preferred Stock pursuant to the Series A Preferred Stock Purchase Agreement and the issuance of Series B Preferred Stock pursuant to the Series B Preferred Stock Purchase Agreement), Corporation with or into one or more other entities shall be deemed to be a liquidation, dissolution or winding winding-up within of the meaning Corporation. (b) Subject to the rights of the holders of any Parity Securities, after payment shall have been made in full to the holders of the Series G Preferred Stock and the Series H Preferred Stock taken together, as provided in this Section 2paragraph 5, any other series or class or classes of Junior Securities shall, subject to the respective terms and provisions (if any) applying thereto, be entitled to receive any and all assets remaining to be paid or distributed, and the holders of the Series H Preferred Stock, Series G Preferred Stock and any Parity Securities shall not be entitled to share therein.

Liquidation Preference. a. In the event of any liquidation, dissolution or winding up of this corporation, either voluntary or involuntary, the holders ---------------------- of the Series A Preferred Stock and Series B Preferred Stock C Shares then outstanding shall be entitled to receivereceive out of the assets of the Company, after distribution of all amounts due the holders of the Company's Series B Convertible Participating Preferred Stock ("Series B Preferred Stock"), but prior and in preference to any distribution of any of the assets or surplus funds of this corporation the Company to the holders of the Common Stock by reason or any other class of their ownership thereofshares of preferred stock of the Company ranking junior to the Series C Shares with respect to payments upon Liquidation (such preferred stock hereinafter called "Junior Liquidation Stock"), and junior to any such distribution to the holders of any class of shares of the Company ranking senior to the Series C Shares in such respect, an amount equal to $2.00 per share plus any accrued and unpaid dividends thereon for each Series C Share (the "preferred amount"). Following any distribution of assets or surplus funds of the Company to the holders of any outstanding series of Junior Liquidation Stock, the remainder of any such assets or, surplus funds shall be distributed to the holders of the Common Stock and any other series of preferred stock entitled to participate in distributions of assets or surplus funds upon liquidation until each holder shall have received an amount per share equal to the sum preferred amount. Thereafter, any remaining assets or funds shall be distributed pro rata to the holders of (i) $2.00 for each outstanding share the Common Stock, the holders of any other series of preferred stock having a right to participate, and the holders of the Series A C Preferred Stock, (subject to appropriate adjustments for stock splits, stock dividends, combinations or other recapitalizations and hereafter referred to as the "Original counting Series A Issue Price"), (ii) $4.43 for each outstanding share of Series B Preferred Stock (subject to appropriate adjustments for stock splits, stock dividends, combinations or other recapitalizations and hereafter referred to as the "Original Series B Issue Price"), and (iii) C Shares on an amount equal to declared but unpaid dividends on such share of Series A Preferred Stock or Series B Preferred Stock, as applicableas-if-converted basis. If upon the occurrence of such eventany Liquidation, the assets and funds thus distributed among of the Company available for the distribution to its shareholders shall be insufficient to pay the holders of the Series A Preferred Stock and C Shares the Series B Preferred Stock full preferred amount to which they shall be insufficient to permit the payment to such holders of the full aforesaid preferential amountsentitled, then, the entire assets and funds of the corporation legally available for distribution shall be distributed ratably among the holders of the Series A Preferred Stock C Shares shall share ratably in any distribution of such assets and surplus funds available to the Series B Preferred Stock C Shares in proportion to the aggregate liquidation preferences of the respective series, and ratably among the holders of that series in proportion to the amount of such stock owned by each such holder. b. After the distributions described in subsection (a) above have been paid, the remaining assets of the corporation available for distribution to stockholders shall be distributed among the holders of Series A Preferred Stock, Series B Preferred Stock and Common Stock pro rata based on the number of shares of Common Stock C Shares held by each (assuming conversion of all such Series A Preferred Stock and Series B Preferred Stock)them. c. A consolidation or merger of this corporation with or into any other corporation or corporations, or a sale, conveyance or disposition of all or substantially all of the assets of this corporation or the effectuation by the corporation of a transaction or series of related transactions in which more than 50% of the voting power of the corporation is disposed of (excluding the issuance of shares of Series A Preferred Stock pursuant to the Series A Preferred Stock Purchase Agreement and the issuance of Series B Preferred Stock pursuant to the Series B Preferred Stock Purchase Agreement), shall be deemed to be a liquidation, dissolution or winding up within the meaning of this Section 2.

Liquidation Preference. a. (a) In the event of any liquidation, dissolution or winding up of this corporationthe Corporation, either voluntary or involuntaryinvoluntary (in any event, a “Liquidation”), the holders of Series A Preferred Stock and Series B F Preferred Stock shall be entitled to receivereceive by reason of their ownership thereof, prior and in preference to any distribution of any of the assets of this corporation the Corporation to the holders of Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock, Series E Preferred Stock or Common Stock by reason of their ownership thereofStock, an amount per outstanding share of Series F Preferred Stock equal to the sum of (i1) $2.00 14.43, as adjusted for each outstanding share of Series A Preferred Stock, (subject to appropriate adjustments for stock splits, any stock dividends, combinations combinations, splits or other recapitalizations and hereafter referred similar events affecting or with respect to as the "Original Series A Issue Price"), (ii) $4.43 for each outstanding share of Series B F Preferred Stock (subject to appropriate adjustments for stock splits, stock dividends, combinations or other recapitalizations and hereafter referred to as the "Original “Series B Issue F Purchase Price"”), and (iii2) an amount equal to declared all accrued but unpaid dividends on each such share (the sum of clauses (1) and (2) being hereinafter referred to as the “Series A Preferred Stock or Series B Preferred StockF Liquidation Preference”). If, as applicable. If upon the occurrence of such eventa Liquidation, the assets and funds thus distributed otherwise available for distribution among the holders of the Series A Preferred Stock and the Series B F Preferred Stock shall be insufficient to permit the payment to such holders of the full aforesaid preferential amountsSeries F Liquidation Preference, then, then the entire assets and funds of the corporation Corporation legally available for distribution to the holders of Series F Preferred Stock upon a Liquidation shall be distributed ratably, on a per share basis, among the holders of Series F Preferred Stock in proportion to the amount of such stock owned by each such holder. For the sake of clarity, upon a Liquidation, the holders of the Series F Preferred Stock shall be entitled to the greater of the amount they would receive pursuant to (X) this subsection 2(a) and subsection 2(i) or (Y) subsection 2(j). (b) In the event of any Liquidation, the holders of Series E Preferred Stock, Series D Preferred Stock and Series C Preferred Stock shall be entitled to receive by reason of their ownership thereof, after the distribution described in Section 2(a) above shall have been paid and prior and in preference to any distribution of any of the assets of the Corporation to the holders of Series A Preferred Stock, Series B Preferred Stock or Common Stock, (i) with respect to the Series E Preferred Stock, an amount per outstanding share of Series E Preferred Stock equal to the sum of (1) $10.5267, as adjusted for any stock dividends, combinations, splits or similar events affecting or with respect to Series E Preferred Stock (the “Series E Purchase Price”), and (2) an amount equal to all accrued but unpaid dividends on each such share (the sum of clauses (1) and (2) being hereinafter referred to as the “Series E Liquidation Preference”), (ii) with respect to the Series D Preferred Stock, an amount per outstanding share of Series D Preferred Stock equal to the sum of (1) $9.3936, as adjusted for any stock dividends, combinations, splits or similar events affecting or with respect to Series D Preferred Stock (the “Series D Purchase Price”), and (2) an amount equal to all accrued but unpaid dividends on each such share (the sum of clauses (1) and (2) being hereinafter referred to as the “Series D Liquidation Preference”) and (iii) with respect to the Series C Preferred Stock, an amount per outstanding share of Series C Preferred Stock equal to the sum of (1) $0.402, as adjusted for any stock dividends, combinations, splits or similar events affecting or with respect to Series C Preferred Stock (the “Series C Purchase Price”), and (2) an amount equal to all accrued but unpaid dividends on each such share (the sum of clauses (1) and (2) being hereinafter referred to as the “Series C Liquidation Preference”). If, upon the occurrence of a Liquidation, the assets and funds otherwise available for distribution among the holders of Series E Preferred Stock, Series D Preferred Stock and Series C Preferred Stock shall be insufficient to permit the payment to such holders of the full Series E Liquidation Preference, Series D Liquidation Preference and Series C Liquidation Preference, then the entire assets and funds of the Corporation legally available for distribution to the holders of Series E Preferred Stock, Series D Preferred Stock and Series C Preferred Stock upon a Liquidation shall be distributed ratably among the holders of the Series A E Preferred Stock, Series D Preferred Stock and the Series B C Preferred Stock (x) among the series in proportion to the aggregate respective liquidation preferences of the respective series, series and ratably (y) within each series and among the holders of that such series in proportion to the amount of such series of stock owned by each such holder. (c) In the event of any Liquidation, the holders of Series B-6 Preferred Stock shall be entitled to receive by reason of their ownership thereof, after the distributions described in Sections 2(a) and 2(b) above shall have been paid and prior and in preference to any distribution of any of the assets of the Corporation to the holders of Series A Preferred Stock, Series ▇-▇ Preferred Stock, Series B-2 Preferred Stock, Series B-3 Preferred Stock, Series B-4 Preferred Stock, Series B-5 Preferred Stock, Series B-7 Preferred Stock or Common Stock an amount per outstanding share of Series B-6 Preferred Stock equal to the sum of (1) $.1333, as adjusted for any stock dividends, combinations, splits or similar events affecting or with respect to Series B-6 Preferred Stock (the “Series B-6 Purchase Price”), and (2) an amount equal to all declared but unpaid dividends on each such share (the sum of clauses (1) and (2) being hereinafter referred to as the “Series B-6 Liquidation Preference”). If, upon the occurrence of a Liquidation, the assets and funds otherwise available for distribution among the holders of Series B-6 Preferred Stock shall be insufficient to permit the payment to such holders of the full Series B-6 Liquidation Preference, then the entire assets and funds of the Corporation legally available for distribution to the holders of Series B-6 Preferred Stock upon a Liquidation shall be distributed ratably, on a per share basis, among the holders of Series B-6 Preferred Stock in proportion to the amount of such stock owned by each such holder. b. After (d) In the event of any Liquidation, the holders of Series B-5 Preferred Stock shall be entitled to receive by reason of their ownership thereof, after the distributions described in subsection (aSections 2(a), 2(b) and 2(c) above shall have been paid, paid and prior and in preference to any distribution of any of the remaining assets of the corporation available for distribution Corporation to stockholders shall be distributed among the holders of Series A Preferred Stock, Series B ▇-▇ Preferred Stock, Series B-2 Preferred Stock, Series B-3 Preferred Stock, Series B-4 Preferred Stock, Series B-7 Preferred Stock, or Common Stock, an amount per outstanding share of Series B-5 Preferred Stock equal to the sum of (1) $0.3151, as adjusted for any stock dividends, combinations, splits or similar events affecting or with respect to Series B-5 Preferred Stock (the “Series B-5 Purchase Price”), and Common (2) an amount equal to all declared but unpaid dividends on each such share (the sum of clauses (1) and (2) being hereinafter referred to as the “Series B-5 Liquidation Preference”). If, upon the occurrence of a Liquidation, the assets and funds otherwise available for distribution among the holders of Series B-5 Preferred Stock pro rata based shall be insufficient to permit the payment to such holders of the full Series B-5 Liquidation Preference, then the entire assets and funds of the Corporation legally available for distribution to the holders of Series B-5 Preferred Stock upon a Liquidation shall be distributed ratably, on a per share basis, among the number holders of shares Series B-5 Preferred Stock in proportion to the amount of Common Stock held such stock owned by each such holder. (assuming conversion e) In the event of all such any Liquidation, the holders of Series A ▇-▇ Preferred Stock, Series B-2 Preferred Stock, Series B-3 Preferred Stock and Series B B-4 Preferred StockStock shall be entitled to receive by reason of their ownership thereof, after the distributions described in Sections 2(a). c. A consolidation or merger , 2(b), 2(c) and 2(d) above shall have been paid and prior and in preference to any distribution of this corporation with or into any other corporation or corporations, or a sale, conveyance or disposition of all or substantially all of the assets of this corporation or the effectuation by Corporation to the corporation of a transaction or series of related transactions in which more than 50% of the voting power of the corporation is disposed of (excluding the issuance of shares holders of Series A Preferred Stock, Series B-7 Preferred Stock pursuant or Common Stock, (i) with respect to the Series A ▇-▇ Preferred Stock, an amount per outstanding share of Series ▇-▇ Preferred Stock Purchase Agreement and equal to the issuance sum of (1) $0.22, as adjusted for any stock dividends, combinations, splits or similar events affecting or with respect to Series B ▇-▇ Preferred Stock pursuant (the “Series ▇-▇ Purchase Price”), and (2) an amount equal to all declared but unpaid dividends on each such share (the sum of clauses (1) and (2) being hereinafter referred to as the “Series ▇-▇ Liquidation Preference”); (ii)with respect to the Series B B-2 Preferred Stock, an amount per outstanding share of Series B-2 Preferred Stock equal to the sum of (1) $0.2618, as adjusted for any stock dividends, combinations, splits or similar events affecting or with respect to Series B-2 Preferred Stock (the “Series B-2 Purchase AgreementPrice”), and (2) an amount equal to all declared but unpaid dividends on each such share (the sum of clauses (1) and (2) being hereinafter referred to as the “Series B-2 Liquidation Preference”), (iii) with respect to the Series B-3 Preferred Stock, an amount per outstanding share of Series B-3 Preferred Stock equal to the sum of (1) $0.5654, as adjusted for any stock dividends, combinations, splits or similar events affecting or with respect to Series B-3 Preferred Stock (the “Series B-3 Purchase Price”), and (2) an amount equal to all declared but unpaid dividends on each such share (the sum of clauses (1) and (2) being hereinafter referred to as the “Series B-3 Liquidation Preference”), and (iv) with respect to the Series B-4 Preferred Stock, an amount per outstanding share of Series B-4 Preferred Stock equal to the sum of (1) $0.1958, as adjusted for any stock dividends, combinations, splits or similar events affecting or with respect to Series B-4 Preferred Stock (the “Series B-4 Purchase Price”), and (2) an amount equal to all declared but unpaid dividends on each such share (the sum of clauses (1) and (2) being hereinafter referred to as the “Series B-4 Liquidation Preference”). If, upon the occurrence of a Liquidation, the assets and funds otherwise available for distribution among the holders of Series ▇-▇ Preferred Stock, Series B-2 Preferred Stock, Series B-3 Preferred Stock and Series B-4 Preferred Stock shall be deemed insufficient to permit the payment to such holders of the full Series ▇-▇ Liquidation Preference, Series B-2 Liquidation Preference, Series B-3 Liquidation Preference and Series B-4 Liquidation Preference, then the entire assets and funds of the Corporation legally available for distribution to the holders of Series ▇-▇ Preferred Stock, Series B-2 Preferred Stock, Series B-3 Preferred Stock and Series B-4 Preferred Stock upon a Liquidation shall be distributed ratably among the holders of Series ▇-▇ Preferred Stock, Series B-2 Preferred Stock, Series B-3 Preferred Stock and Series B-4 Preferred Stock (x) among the series in proportion to the respective liquidation preferences of the respective series and (y) within each series and among the holders of such series in proportion to the amount of such series of stock owned by each such holder. (f) In the event of any Liquidation, the holders of Series A-6 Preferred Stock shall be entitled to receive by reason of their ownership thereof, after the distributions described in Sections 2(a), 2(b), 2(c), 2(d) and 2(e) above shall have been paid and prior and in preference to any distribution of any of the assets of the Corporation to the holders of Series A1-3 Preferred Stock, Series A-4 Preferred Stock, Series A-5 Preferred Stock, Series B-7 Preferred Stock or Common Stock, an amount per outstanding share of Series A-6 Preferred Stock equal to the sum of (1) $0.0733, as adjusted for any stock dividends, combinations, splits or similar events affecting or with respect to Series A-6 Preferred Stock (the “Series A-6 Purchase Price”), and (2) an amount equal to all declared but unpaid dividends on each such share (the sum of clauses (1) and (2) being hereinafter referred to as the “Series A-6 Liquidation Preference”). If, upon the occurrence of a liquidationLiquidation, dissolution the assets and funds otherwise available for distribution among the holders of Series A-6 Preferred Stock shall be insufficient to permit the payment to such holders of the full Series A-6 Liquidation Preference, then the entire assets and funds of the Corporation legally available for distribution to the holders of Series A-6 Preferred Stock upon a Liquidation shall be distributed ratably among the holders of the Series A-6 Preferred Stock in proportion to the amount of such stock owned by each such holder. (g) In the event of any Liquidation, the holders of Series Al-3 Preferred Stock, Series A-4 Preferred Stock and Series A-5 Preferred Stock shall be entitled to receive by reason of their ownership thereof, after the distributions described in Sections 2(a), 2(b), 2(c), 2(d), 2(e) and 2(f) above shall have been paid and prior and in preference to any distribution of any of the assets of the Corporation to the holders of Common Stock or winding up within Series B-7 Preferred Stock, (i) with respect to the meaning Series A-l Preferred Stock, an amount per outstanding share of this Section Series A-l Preferred Stock equal to the sum of (1) $0.025, as adjusted for any stock dividends, combinations, splits or similar events affecting or with respect to Series A-l Preferred Stock (the “Series A-l Purchase Price”), and (2.) an amount equal to all declared but unpaid dividends on each such share (the sum of clauses (1) and (2) being hereinafter referred to as the “Series A-l Liquidation Preference”); (ii) with respect to the Series A-2 Preferred Stock, an amount per outstanding share of Series A-2 Preferred Stock equal to the sum of (1) $0.05, as adjusted for any stock dividends, combinations, splits or similar events affecting or with respect to Series A-2 Preferred Stock (the “Series A-2 Purchase Price”), and (2) an amount equal to all declared but unpaid dividends on each such share (the sum of clauses (1) and (2) being hereinafter referred to as the “Series A-2 Liquidation Preference”); (iii)with respect to the Series A-3 Preferred Stock, an amount per outstanding share of Series A-3 Preferred Stock equal to the sum of (1) $0.074, as adjusted for any stock dividends, combinations, splits or similar events affecting or with respect to Series A-3 Preferred Stock (the “Series A-3 Purchase Price”), and (2) an amount equal to all declared but unpaid dividends on each such share (the sum of clauses (1) and (2) being hereinafter referred to as the “Series A-3 Liquidation Preference”); (iv) with respect to the Series A-4 Preferred Stock, an amount per outstanding share of Series A-4 Preferred Stock equal to the sum of (1) $0.1285, as adjusted for any stock dividends, combinations, splits or similar events affecting or with respect to Series A-4 Preferred Stock (the “Series A-4 Purchase Price”) and (2) an amount equal to all declared but unpaid dividends on each such share (the sum of clauses (1) and (2) being hereafter referred to as the “Series A-4 Liquidation Preference”); and (v) with respect to the Series A-5 Preferred Stock, an amount per outstanding share of Series A-5 Preferred Stock equal to the sum of (1) $0.0185, as adjusted for any stock dividends, combinations, splits or similar events affecting or with respect to Series A-5 Preferred Stock (the “Series A-5 Purchase Price”) and (2) an amount equal to all declared but unpaid dividends on each such share (the sum of clauses (1) and (2) being hereafter referred to as the “Series A-5 Liquidation Preference”). If, upon the occurrence of a Liquidation, the assets and funds otherwise available for distribution among the holders of Series Al-3 Preferred Stock, Series A-4 Preferred Stock and Series A-5 Preferred Stock shall be insufficient to permit the payment to such holders of the full Series A-l Liquidation Preference, Series A-2 Liquidation Preference, Series A-3 Liquidation Preference, Series A-4 Liquidation Preference and Series A-5 Liquidation Preference, then the entire assets and funds of the Corporation legally available for distribution to the holders of

Liquidation Preference. a. In the event of any a liquidation, dissolution or winding up of this the corporation, either whether voluntary or involuntary, the holders of Series A Preferred Stock and Series B Preferred Stock shall be entitled to receive, prior and in preference to any distribution of any receive out of the assets of this corporation the corporation, whether such assets are stated capital or surplus of any nature, an amount equal to $1,000 per share (the "LIQUIDATION PREFERENCE") plus the dividends accrued and unpaid thereon to the date of final distribution to such holders, whether or not declared, without interest, before any payment shall be made or any assets distributed to the holders of Common Stock by reason or any other class or series of their ownership thereof, an amount per share equal the corporation's capital stock ranking junior as to liquidation rights to the sum of (i) $2.00 for each outstanding share of Series A Preferred Stock; provided, (subject however, that such rights shall accrue to appropriate adjustments for stock splits, stock dividends, combinations or other recapitalizations and hereafter referred to as the "Original Series A Issue Price"), (ii) $4.43 for each outstanding share of Series B Preferred Stock (subject to appropriate adjustments for stock splits, stock dividends, combinations or other recapitalizations and hereafter referred to as the "Original Series B Issue Price"), and (iii) an amount equal to declared but unpaid dividends on such share holders of Series A Preferred Stock or Series B Preferred Stock, as applicable. If upon only in the occurrence event that the corporation's payments with respect to the liquidation preferences (plus any accrued and unpaid dividends thereon) of such event, the assets and funds thus distributed among the holders of capital stock of the corporation ranking senior as to liquidation rights to the Series A Preferred Stock (the "SENIOR LIQUIDATION STOCK") are fully met. If the assets of the corporation available for distribution after the liquidation preferences (plus any accrued and unpaid dividends thereon) of the Senior Liquidation Stock are fully met are not sufficient to pay an amount equal to the Liquidation Preference (plus any accrued and unpaid dividends thereon) to the holders of outstanding shares of Series A Preferred Stock and the liquidation preference (plus any accrued and unpaid dividends thereon) to the holders of any other series of the corporation's capital stock which may hereafter be created in accordance with Section 6(c) hereof having liquidation rights on a parity with the shares of Series B A Preferred Stock shall be insufficient to permit (the payment to such holders of "PARITY LIQUIDATION STOCK"), then the full aforesaid preferential amounts, then, the entire assets and funds of the corporation legally available for distribution shall be distributed ratably among the holders of the Series A Preferred Stock and the Series B Preferred Parity Liquidation Stock in proportion to the aggregate liquidation preferences respective preferential amounts to which each is entitled (but only to the extent of such preferential amounts). After payment in full of the respective seriesamounts in respect of the Liquidation Preference (and any accrued and unpaid dividends thereon) to which they are entitled, and ratably among the holders of that series in proportion to the amount of such stock owned by each such holder. b. After the distributions described in subsection (a) above have been paid, the remaining assets of the corporation available for distribution to stockholders shall be distributed among the holders of Series A Preferred Stock, Series B Preferred Stock and Common Stock pro rata based on the number of shares of Common Stock held by each (assuming conversion of all such Series A Preferred Stock and Series B Preferred Stock). c. A consolidation or merger of this corporation with or into any other corporation or corporations, or a sale, conveyance or disposition of all or substantially all of the assets of this corporation or the effectuation by the corporation of a transaction or series of related transactions in which more than 50% of the voting power of the corporation is disposed of (excluding the issuance of shares of Series A Preferred Stock pursuant to the Series A Preferred Stock Purchase Agreement and shall not be entitled to any further participation in any distribution of assets of the issuance corporation. Neither a consolidation, merger or other business combination of Series B Preferred Stock pursuant to the Series B Preferred Stock Purchase Agreement)corporation with or into another corporation or other entity nor a sale or transfer of all or part of the corporation's assets for cash, securities or other property shall be deemed to be considered a liquidation, dissolution or winding up within of the meaning corporation for purposes of this Section 24 (unless in connection therewith the liquidation of the corporation is specifically approved). The holder of any shares of Series A Preferred Stock shall not be entitled to receive any payment owed for such shares under this Section 4 until the corporation has received (i) the certificate(s) representing such shares of Series A Preferred Stock and (ii) transfer instrument(s) satisfactory to the corporation and sufficient to transfer such shares of Series A Preferred Stock to the corporation free of any adverse interest. No interest shall accrue on any payment made in respect of the Liquidation Preference (and any accrued and unpaid dividends thereon) after the due date thereof.

Liquidation Preference. a. In (a) Upon the event occurrence of any liquidationLiquidation Event, dissolution or winding up of this corporation, either whether voluntary or involuntary, the assets of the Company legally available for distribution shall be distributed among the holders of the issued and outstanding Shares in the following order and manner: (i) in priority to any payment to the holders of Series A Preferred Stock Shares, the holders of Series Al Preferred Shares, the holders of Ordinary Shares and the holders of other Junior Securities, pay to each holder of Series B Preferred Stock shall be entitled Shares an amount per Series B Preferred Share equal to receive, prior (x) one hundred and in preference to any distribution of any fifty percent (150%) of the assets of this corporation Original Series B Issue Price (As Adjusted), plus (y) any declared but unpaid dividend on such Series B Preferred Shares; (ii) after the payment to the holders of Common Stock by reason Series B Preferred Shares has been fully made in accordance with Section 7.3(a)(i), in priority to any payment to the holders of their ownership thereofOrdinary Shares and the holders of other Junior Securities, pay to each holder of Series A Preferred Shares and each holder of Series Al Preferred Shares, pari passu as between themselves, an amount per share equal to the sum of (i) $2.00 for each outstanding share of Series A Preferred StockShare or per Series Al Preferred Share, (subject to appropriate adjustments for stock splits, stock dividends, combinations or other recapitalizations and hereafter referred to as the "case may be, equal to (x) one hundred and fifty percent (150%) of the Original Series A Issue Price"Price (As Adjusted) or one hundred and fifty percent (150%) of the Original Series Al Issue Price (As Adjusted), as the case may be, plus (iiy) $4.43 for each outstanding share any declared but unpaid dividend on such Series A Preferred Shares or such Series Al Preferred Shares, as the case may be; and (iii) after the payments to the holders of the Series B Preferred Stock (subject to appropriate adjustments for stock splitsShares, stock dividends, combinations or other recapitalizations and hereafter referred to as the "Original Series B Issue Price"), and (iii) an amount equal to declared but unpaid dividends on such share of Series A Preferred Stock or Series B Preferred Stock, as applicable. If upon the occurrence of such event, the assets and funds thus distributed among the holders of the Series A Preferred Stock Shares and the Series B Preferred Stock shall be insufficient to permit the payment to such holders of the full aforesaid preferential amountsSeries Al Preferred Shares have been fully made in accordance with Section 7.3(a)(i) and Section 7.3(a)(ii), then, the entire assets pay and funds distribute all of the corporation legally remaining assets of the Company available for distribution shall be distributed ratably among the holders of the Series A Preferred Stock Shares and the Series B Preferred Stock in proportion to the aggregate liquidation preferences of the respective series, and ratably among the holders of that series in proportion to the amount of such stock owned by each such holder. b. After the distributions described in subsection (a) above have been paid, the remaining assets of the corporation available for distribution to stockholders shall be distributed among the holders of Series A Preferred Stock, Series B Preferred Stock and Common Stock Ordinary Shares pro rata based on the number of shares of Common Stock Ordinary Shares held by each such holder (assuming full conversion of all such Series A Preferred Stock and Series B Preferred StockShares). c. A consolidation or merger of this corporation with or into any other corporation or corporations, or a sale, conveyance or disposition of all or substantially all of the assets of this corporation or the effectuation by the corporation of a transaction or series of related transactions in which more than 50% of the voting power of the corporation is disposed of (excluding the issuance of shares of Series A Preferred Stock pursuant to the Series A Preferred Stock Purchase Agreement and the issuance of Series B Preferred Stock pursuant to the Series B Preferred Stock Purchase Agreement), shall be deemed to be a liquidation, dissolution or winding up within the meaning of this Section 2.

Liquidation Preference. a. In the event of Upon any liquidation, dissolution or winding up of this corporationthe Corporation and its subsidiaries, either whether voluntary or involuntaryinvoluntary (a "Liquidation Event"), the holders each holder of Series A Preferred Stock and Series B Preferred outstanding shares of Convertible Stock shall be entitled to receive, prior and in preference to any distribution of any be paid out of the assets of this corporation the Corporation available for distribution to stockholders, whether such assets are capital, surplus or earnings, and before any amount shall be paid or distributed to the holders of Common Stock by reason or of their ownership thereofany other stock ranking on liquidation junior to the Convertible Stock, an amount per share in cash, equal to the sum of (i) $2.00 for each outstanding [1.53](2) per share of Series A Preferred Stock, Convertible Stock held by such holder (subject to appropriate adjustments adjusted appropriately for stock splits, stock dividends, combinations or other recapitalizations and hereafter the like with respect to the Convertible Stock), plus (ii) any declared but unpaid dividends to which such holder of outstanding shares of Convertible Stock is then entitled pursuant to Sections A.3 and A.5(f) hereof (the sum of clauses (i) and (ii) being referred to herein as the "Original Series A Issue PriceConvertible Preferred Base Liquidation Amount"), plus (iii) any interest accrued pursuant to Section A.5(e) hereof to which such holder of Convertible Stock is entitled, if any (the sum of clauses (i), (ii) $4.43 for each outstanding share of Series B Preferred Stock (subject to appropriate adjustments for stock splits, stock dividends, combinations or other recapitalizations and hereafter referred to as the "Original Series B Issue Price"), and (iii) being referred to herein as the "Convertible Liquidation Preference Amount"); provided, however, that if, upon any Liquidation Event, the amounts payable with respect to the Convertible Liquidation Preference Amount are not paid in full, the holders of the Convertible Stock and the Redeemable Preferred Stock shall share ratably in any distribution of assets in proportion to the full respective preferential amounts to which they are entitled; and provided further, however, that if upon any Liquidation Event the holders of the outstanding shares of Convertible Stock would receive more than the Convertible Liquidation Preference Amount in the event their shares were converted into Common Stock immediately prior to such Liquidation Event and such shares of Common Stock received a liquidating distribution or distributions from the Corporation (after giving effect to the preferential amounts payable to the holders of the Redeemable Preferred Stock), then each holder of Convertible Stock shall receive as a distribution from the Corporation in connection with such Liquidation Event an amount equal to declared but unpaid dividends on the amount that would be paid if such share holder's shares of Series A Preferred Convertible Stock or Series B Preferred Stock, as applicable. If upon the occurrence of such event, the assets and funds thus distributed among the holders of the Series A Preferred were converted into Common Stock and the Series B Preferred Stock shall be insufficient to permit the payment immediately prior to such holders Liquidation Event in lieu of the full aforesaid preferential amounts, then, the entire assets and funds of the corporation legally available for distribution shall be distributed ratably among the holders of the Series A Preferred Stock and the Series B Preferred Stock in proportion to the aggregate liquidation preferences of the respective series, and ratably among the holders of that series in proportion to the amount of such stock owned by each such holder. b. After the distributions described in subsection (a) above have been paid, the remaining assets of the corporation available for distribution to stockholders shall be distributed among the holders of Series A Preferred Stock, Series B Preferred Stock and Common Stock pro rata based on the number of shares of Common Stock held by each (assuming conversion of all such Series A Preferred Stock and Series B Preferred Stock). c. A consolidation or merger of this corporation with or into any other corporation or corporations, or a sale, conveyance or disposition of all or substantially all of the assets of this corporation or the effectuation by the corporation of a transaction or series of related transactions in which more than 50% of the voting power of the corporation is disposed of (excluding the issuance of shares of Series A Preferred Stock pursuant to the Series A Preferred Stock Purchase Agreement and the issuance of Series B Preferred Stock pursuant to the Series B Preferred Stock Purchase Agreement), shall be deemed to be a liquidation, dissolution or winding up within the meaning of this Section 2.the

Liquidation Preference. a. In the event of Upon any liquidation, dissolution or winding winding-up of this corporationthe Company (any such event, either a “Liquidation”), whether voluntary or involuntary, the holders each holder of shares of Series A Preferred Stock and Series B Convertible Preferred Stock shall be entitled to receive, prior after payment to the Series C Non-Convertible Preferred Stock as provided in the Certificate of Designation of Series C Non-Convertible Preferred Stock, but on par with Series A Convertible Preferred Stock and in preference to any distribution of any of the assets of this corporation to the holders of Common Stock by reason of their ownership thereofStock, an amount per share of cash equal to the sum greater of (i) $2.00 for each outstanding share the product of Series A Preferred Stock, (subject to appropriate adjustments for stock splits, stock dividends, combinations or other recapitalizations and hereafter referred to as the "Original Series A Issue Price"), (ii) $4.43 for each outstanding share of Series B Preferred Stock (subject to appropriate adjustments for stock splits, stock dividends, combinations or other recapitalizations and hereafter referred to as the "Original Series B Issue Price"), and (iii) an amount equal to declared but unpaid dividends on such share of Series A Preferred Stock or Series B Preferred Stock, as applicable. If upon the occurrence of such event, the assets and funds thus distributed among the holders of the Series A Preferred Stock and the Series B Preferred Stock shall be insufficient to permit the payment to such holders of the full aforesaid preferential amounts, then, the entire assets and funds of the corporation legally available for distribution shall be distributed ratably among the holders of the Series A Preferred Stock and the Series B Preferred Stock in proportion to the aggregate liquidation preferences of the respective series, and ratably among the holders of that series in proportion to the amount of such stock owned by each such holder. b. After the distributions described in subsection (a) above have been paid, the remaining assets of the corporation available for distribution to stockholders shall be distributed among the holders of Series A Preferred Stock, Series B Preferred Stock and Common Stock pro rata based on the number of shares of Series B Convertible Preferred Stock then held by such holder, multiplied by the original issue price; and (ii) the amount that would be payable to such holder in the Liquidation in respect of Common Stock held by each (assuming issuable upon conversion of such shares of Series B Convertible Preferred Stock if all outstanding shares of Series B Convertible Preferred Stock were converted into Common Stock immediately prior to the Liquidation (disregarding for this purpose any and all limitations of any kind on such conversion). The Series B Convertible Preferred Stock ranks (i) on par with the Common Stock and Series A Convertible Preferred Stock and junior to Series B C Non-Convertible Preferred Stock as to dividend rights and (ii) junior to Series C Non-Convertible Preferred Stock). c. A consolidation or merger of this corporation , on par with or into any other corporation or corporations, or a sale, conveyance or disposition of all or substantially all of the assets of this corporation or the effectuation by the corporation of a transaction or series of related transactions in which more than 50% of the voting power of the corporation is disposed of (excluding the issuance of shares of Series A Convertible Preferred Stock pursuant and senior to the Series A Preferred Common Stock Purchase Agreement and the issuance as to distributions of Series B Preferred Stock pursuant to the Series B Preferred Stock Purchase Agreement), shall be deemed to be a assets upon liquidation, dissolution or winding up within of the meaning Corporation, whether voluntarily or involuntarily. See “Voting Rights—Matters Requiring Approval of this Section 2Holders of Series B Convertible Preferred Stock” for a description of the types of issuances of equity securities and other securities of our company requiring approval of holders of a majority of shares of Series B Convertible Preferred Stock then outstanding, voting together as a class.

Liquidation Preference. a. In the event of any liquidation, dissolution or winding up of this corporationthe Corporation, either whether voluntary or involuntary, the holders of Series A Preferred Stock and Series B the Preferred Stock shall be entitled to receive, prior and in preference to any distribution of any of the assets or surplus funds of this corporation the Corporation to the holders of the Common Stock by reason of their ownership thereof, an the amount of $5.00 per share equal to the sum of Preferred Stock (i) $2.00 as adjusted for each outstanding share of Series A Preferred Stock, (subject to appropriate adjustments for stock splits, any stock dividends, combinations or other recapitalizations and hereafter referred splits with respect to as the "Original Series A Issue Price"), (iisuch shares) $4.43 for each outstanding share of Series B Preferred Stock (subject to appropriate adjustments for stock splits, stock dividends, combinations or other recapitalizations and hereafter referred to as the "Original Series B Issue Price"), and (iii) an amount equal to declared plus all accrued but unpaid dividends on such share for each share of Series A Preferred Stock or Series B Preferred Stock, as applicablethen held by such holder. If upon the occurrence of such event, the assets and funds thus distributed among the holders of the Series A Preferred Stock and the Series B Preferred Stock shall be insufficient to permit the payment to such holders of the full aforesaid preferential amountsamount, then, then the entire assets and funds of the corporation Corporation legally available for distribution shall be distributed ratably among the holders of the Series A Preferred Stock on a pro rata basis. b. After payment to the holders of the Preferred Stock of the amounts set forth in Section 4(a) above, the entire remaining assets and funds of the Corporation legally available for distribution, if any, shall be distributed to the holders of Common Stock and the Series B Preferred Stock in proportion to the aggregate liquidation preferences of the respective series, and ratably among the holders of that series in proportion to the amount of such stock owned by each such holder. b. After the distributions described in subsection (a) above have been paid, the remaining assets of the corporation available for distribution to stockholders shall be distributed among the holders of Series A Preferred Stock, Series B Preferred Stock and Common Stock pro rata based on the number of shares of Common Stock then held by each (assuming them and the shares of Common Stock which they then have the right to acquire upon conversion of all such Series A the shares of Preferred Stock and Series B Preferred Stock)then held by them. c. A consolidation or merger For purposes of this corporation with Section 4, (i) any acquisition of the Corporation by means of merger or into any other form of corporate reorganization in which outstanding shares of the Corporation are exchanged for securities or other consideration issued, or caused to be issued, by the acquiring corporation or corporations, its subsidiary (other than a transaction in which the stockholders of the Corporation immediately prior to such event own a majority of the outstanding shares of the surviving corporation) or (ii) a sale, conveyance or disposition sale of all or substantially all of the assets of this corporation the Corporation or the effectuation by the corporation of a (iii) any other transaction or series of related transactions by the Corporation in which more than 50% the stockholders of the voting power Corporation immediately prior to such transaction or series of transactions do not own a majority of the corporation is disposed of (excluding the issuance of outstanding shares of Series A Preferred Stock pursuant to the Series A Preferred Stock Purchase Agreement and the issuance Corporation immediately following such transaction or series of Series B Preferred Stock pursuant to the Series B Preferred Stock Purchase Agreement), transactions shall be deemed to be treated as a liquidation, dissolution or winding up within of the meaning Corporation and shall entitle the holders of Preferred Stock to receive at the closing in cash, securities or other property (valued as provided in Section 4(d) below) the amount as specified in Sections 4(a) and 4(b) above. d. Whenever the distribution provided for in this Section 2.4 shall be payable in securities or property other than cash, the value of such distribution shall be as follows: (i) Securities not subject to investment letter or other similar restrictions on free marketability: (A) If traded on a securities exchange, the value shall be deemed to be the average of the closing prices of the securities on such exchange over the 30-day period ending three (3) days prior to the closing; (B) If actively traded over-the-counter, the value shall be deemed to be the average of the closing bid or sale prices (whichever are applicable) over the 30-day period ending three (3) days prior to the closing; and

Liquidation Preference. a. (a) In the event of any liquidation, dissolution or winding up of this corporationthe Corporation, either voluntary or involuntary, distributions to the shareholders of the Corporation will be made in the following manner: (i) The holders of Series A Preferred Stock and Series B Preferred Stock shall be entitled to receive, prior and in preference to any distribution of any of the assets of this corporation the Corporation to the holders of Common Stock by reason of their ownership thereof, an amount per share equal to the sum of (i) $2.00 0.50 for each outstanding share of Series A Preferred Stock, (subject to appropriate adjustments for stock splits, stock dividends, combinations or other recapitalizations and hereafter referred to as the "Original Series A Issue Price"), (ii) $4.43 for each outstanding share of Series B Preferred Stock (subject to appropriate adjustments for stock splits, stock dividends, combinations or other recapitalizations and hereafter referred to as the "Original Series B Issue Price"), and (iii) plus an amount equal to declared but any unpaid dividends on such share of Series A Preferred Stock or Series B Preferred Stock, as applicableup to the date fixed for distribution. If upon the occurrence of such event, the assets and funds thus distributed among the holders of the Series A Preferred Stock and the Series B Preferred Stock shall be insufficient to permit the payment to such holders of the full aforesaid preferential amountsamount, then, then the entire assets and funds of the corporation Corporation legally available for distribution shall be distributed ratably among the holders of the Series A Preferred Stock and the Series B Preferred Stock in proportion to the aggregate liquidation preferences of the respective series, and ratably among the holders of that series in proportion to the amount of such stock Series A Preferred owned by each such holder. b. After (ii) Upon the completion of the distributions described in required by subsection (aa)(i) above have been paidof this Section 2, if assets remain in the Corporation, the holders of Common Stock shall receive all of the remaining assets of the corporation available for distribution to stockholders shall be distributed among the holders of Series A Preferred Stock, Series B Preferred Stock and Common Stock Corporation pro rata based on the number of shares of Common Stock held by each (assuming conversion of all such Series A Preferred Stock and Series B Preferred Stock)each. c. (b) A consolidation merger or merger reorganization in which the shareholders of this corporation with the Corporation immediately prior to the transaction possess less than 50% of the voting power of the surviving entity (or into any other corporation or corporationsits parent) immediately after the transaction, or a sale, conveyance or disposition sale of all or substantially all of the assets of this corporation or the effectuation by the corporation of a transaction or series of related transactions in which more than 50% of the voting power of the corporation is disposed of (excluding the issuance of shares of Series A Preferred Stock pursuant to the Series A Preferred Stock Purchase Agreement and the issuance of Series B Preferred Stock pursuant to the Series B Preferred Stock Purchase Agreement)Corporation, shall be deemed to be a liquidation, dissolution or winding up within the meaning of this Section 2; provided that the holders of Preferred Stock and Common Stock shall be paid in cash or in securities received or in a combination thereof (which combination shall be in the same proportions as the consideration received in the transaction). Any securities to be delivered to the holders of Preferred Stock and Common Stock upon merger, reorganization or sale of substantially all the assets of the Corporation shall be valued as follows: (i) if traded on a securities exchange, the value shall be deemed to be the average of the closing prices of the securities on such exchange over the 30-day period ending three (3) business days prior to the closing; (ii) if actively traded over-the-counter, the value shall be deemed to be the average of the closing bid prices (or closing sales prices, whichever is applicable) over the 30-day period ending three (3) business days prior to the closing; and (iii) if there is no active public market, the value shall be the fair market value thereof as mutually determined by the Corporation and the holders of not less than a majority of the outstanding shares of Preferred Stock, provided that if the Corporation and the holders of a majority of the outstanding shares of Preferred Stock are unable to reach agreement, then by independent appraisal by an investment banker hired and paid by the Corporation, but acceptable to the holders of a majority of the outstanding shares of Preferred Stock.

Liquidation Preference. a. In Upon a Liquidation Event (as defined below), the event holders of shares of Series A-1 Preferred Stock are entitled to receive out of assets of the Corporation available for distribution to stockholders, before any distribution of assets is made to holders of Common Stock, liquidating distributions in the amount of $79.10 per share (as equitably adjusted for any stock dividends, combinations, splits, recapitalizations or similar events with respect to such shares) (the “Series A-1 Original Issue Price”), plus (a) an additional amount equal to eight percent (8%) of the Series A-1 Original Issue Price per year, calculated based on the number of days elapsed prior to the Liquidation Event and (b) any declared, but unpaid dividends (the amount payable to a holder of Series A-1 Preferred Stock upon a Liquidation Event as aforesaid being referred to herein as the “Liquidation Preference”). If upon a Liquidation Event, the Liquidation Preference and any amounts payable upon a Liquidation Event to other shares of stock of the Corporation ranking as to any such distribution on a parity with the Series A-1 Preferred Stock are not paid in full, the holders of the Series A-1 Preferred Stock and of such other shares will share ratably in any such distribution of assets of the Corporation in proportion to the full respective preferential amounts to which they are entitled. For purposes of these resolutions, a “Liquidation Event” is any liquidation, dissolution or winding up of this corporationthe Corporation, either voluntary or involuntary, and unless otherwise determined by the election of the holders of Series A Preferred Stock and Series B Preferred Stock shall be entitled to receive, prior and in preference to any distribution of any a majority of the assets of this corporation to the holders of Common Stock by reason of their ownership thereof, an amount per share equal to the sum of (i) $2.00 for each then outstanding share of Series A A-1 Preferred Stock, (subject to appropriate adjustments for stock splits, stock dividends, combinations or other recapitalizations and hereafter referred to as the "Original Series A Issue Price"), (ii) $4.43 for each outstanding share of Series B Preferred Stock (subject to appropriate adjustments for stock splits, stock dividends, combinations or other recapitalizations and hereafter referred to as the "Original Series B Issue Price"), and (iii) an amount equal to declared but unpaid dividends on such share of Series A Preferred Stock or Series B Preferred Stock, as applicable. If upon the occurrence of such event, the assets and funds thus distributed among the holders of the Series A Preferred Stock and the Series B Preferred Stock shall be insufficient deemed to permit the payment be occasioned by, or to such holders of the full aforesaid preferential amountsinclude, then, the entire assets and funds of the corporation legally available for distribution shall be distributed ratably among the holders of the Series A Preferred Stock and the Series B Preferred Stock in proportion to the aggregate liquidation preferences of the respective series, and ratably among the holders of that series in proportion to the amount of such stock owned by each such holder. b. After the distributions described in subsection (a) above have been paid, the remaining assets acquisition of the corporation available for distribution to stockholders shall be distributed among the holders Corporation by another entity by means of Series A Preferred Stockany transaction or series of related transactions (including, Series B Preferred Stock and Common Stock pro rata based on the number of shares of Common Stock held by each (assuming conversion of all such Series A Preferred Stock and Series B Preferred Stock). c. A consolidation or merger of this corporation with or into without limitation, any other corporation or corporationsreorganization, merger, consolidation, or other transaction in which control of the Corporation is transferred, but, excluding any merger effected exclusively for the purpose of changing the domicile of the Corporation) unless the Corporation’s capital stock of record as constituted immediately prior to such acquisition will, immediately after such acquisition represent at least 50% of the voting power of the surviving or acquiring entity or (b) a sale, conveyance lease, transfer or disposition other disposition, in a single transaction or series of related transactions of all or substantially all of the assets of this corporation or and/or the effectuation by the corporation of a transaction or series of related transactions in which more than 50% intellectual property of the voting power of the corporation is disposed of (excluding the issuance of shares of Series A Preferred Stock pursuant to the Series A Preferred Stock Purchase Agreement Corporation and the issuance of Series B Preferred Stock pursuant to the Series B Preferred Stock Purchase Agreement)its subsidiaries, shall be deemed to be taken as a liquidation, dissolution or winding up within the meaning of this Section 2whole.

Liquidation Preference. a. (a) In the event of any liquidation, dissolution or winding up of this corporationthe Corporation, either voluntary or involuntary, the holders of the Series A Preferred Stock and Series B Preferred Stock shall be entitled to receive, prior and in preference to any distribution of any of the assets or surplus funds of this corporation the Corporation to the holders of Common Stock by reason of their ownership thereof, an the amount of $.83 per share equal to the sum of then held by them (i) $2.00 as adjusted for each outstanding share of Series A Preferred Stock, (subject to appropriate adjustments for stock splits, any stock dividends, combinations or other recapitalizations and hereafter referred splits with respect to as the "Original Series A Issue Price"), (iisuch shares) $4.43 for each outstanding share of Series B Preferred Stock (subject to appropriate adjustments for stock splits, stock dividends, combinations or other recapitalizations and hereafter referred to as the "Original Series B Issue Price"), and (iii) an amount equal to plus all declared but unpaid dividends on each such share of Series A Preferred Stock or Series B Preferred Stockshare. If, as applicable. If upon the occurrence of such event, the assets and funds thus distributed among the holders of the Series A Preferred Stock and the Series B Preferred Stock shall be insufficient to permit the payment to such holders and the holders of any other class or series of preferred stock ranking on a parity with or senior to the Series A Preferred Stock of the full aforesaid preferential amountsamounts due to such holders, then, then the entire assets and funds of the corporation Corporation legally available for distribution shall be distributed ratably among the holders of the Series A Preferred Stock and the Series B Preferred Stock holders of any other such class or series of preferred stock in proportion to the aggregate liquidation preferences of the respective series, and ratably among preferential amount each such holder is otherwise entitled to receive. (b) After payment has been made to the holders of that the Series A Preferred Stock and the holders of any other class or series of preferred stock of the full amounts to which they shall be entitled as provided in proportion to the amount of such stock owned by each such holder. b. After the distributions described in subsection (a) above have been paidSection 2(a), the entire remaining assets and funds of the corporation Corporation legally available for distribution to stockholders distribution, if any, shall be distributed among the holders of Series A Preferred Stock, Series B Preferred Stock and Common Stock pro rata based on in proportion to the number of shares of Common Stock then held by each (assuming conversion of all such Series A Preferred Stock and Series B Preferred Stock)each. c. (c) A consolidation or merger of this corporation the Corporation with or into any other corporation or corporations, or a sale, conveyance or disposition sale of all or substantially all of the assets of this corporation or the effectuation by the corporation of a transaction or series of related transactions in which more than 50% of the voting power of the corporation is disposed of (excluding the issuance of shares of Series A Preferred Stock pursuant to the Series A Preferred Stock Purchase Agreement and the issuance of Series B Preferred Stock pursuant to the Series B Preferred Stock Purchase Agreement)Corporation, shall not be deemed to be a liquidation, dissolution or winding up within the meaning of this Section 2, but shall be subject to the provisions of Section 5 hereof.

Liquidation Preference. a. The holders of the Series C Preferred Stock ---------------------- shall be entitled to a liquidation preference as follows: (a) In the event of any liquidation, dissolution or winding up of this corporationthe Corporation, either whether voluntary or involuntary, the holders of the Series A Preferred Stock and Series B C Preferred Stock shall be entitled to receive, prior and in preference to any distribution of any of the assets or surplus funds of this corporation the Corporation to the holders of the Common Stock by reason of their ownership thereofthereof and on parity with the holders of the Series A Preferred Stock and Series B Preferred Stock, an the amount of $10,000 per share equal to the sum of (i) $2.00 for each outstanding share of Series A C Preferred Stock, Stock (subject to appropriate adjustments as adjusted for stock splits, any stock dividends, combinations or other recapitalizations and hereafter referred splits with respect to as the "Original Series A Issue Price"such shares), (ii) $4.43 for each outstanding share of Series B Preferred Stock (subject to appropriate adjustments for stock splits, stock dividends, combinations or other recapitalizations and hereafter referred to as the "Original Series B Issue Price"), and (iii) an amount equal to declared but unpaid dividends on such share of Series A Preferred Stock or Series B Preferred Stock, as applicable. If upon the occurrence of such event, the assets and funds thus distributed among the holders of the Series A Preferred Stock, Series B Preferred Stock and the Series B C Preferred Stock shall be insufficient to permit the payment to such holders of the full aforesaid preferential amountsamount, then, then the entire assets and funds of the corporation Corporation legally available for distribution shall be distributed ratably among the holders of the Series A Preferred Stock, Series B Preferred Stock and the Series B C Preferred Stock in proportion to the aggregate liquidation preferences of the respective series, and ratably among preferential amount each such holder is otherwise entitled to receive. (b) After payment to the holders of that series in proportion to the amount of such stock owned by each such holder. b. After the distributions described in subsection (a) above have been paid, the remaining assets of the corporation available for distribution to stockholders shall be distributed among the holders of Series A Preferred Stock, Series B Preferred Stock and Series C Preferred Stock of the amounts set forth in Section 5(a) hereof, the entire remaining assets and funds of the Corporation legally available for distribution, if any, shall be distributed among the holders of the Common Stock pro rata based on in proportion to the number of shares of Common Stock then held by each (assuming conversion of all such Series A Preferred Stock and Series B Preferred Stock)them. c. A consolidation (c) Whenever the distribution provided for in this Section 5 shall be payable in securities or merger property other than cash, the value of this corporation with such distribution shall be the fair market value of such securities or into any other corporation or corporations, or a sale, conveyance or disposition of all or substantially all of the assets of this corporation or the effectuation property as determined in good faith by the corporation of a transaction or series of related transactions in which more than 50% of the voting power of the corporation is disposed of (excluding the issuance of shares of Series A Preferred Stock pursuant to the Series A Preferred Stock Purchase Agreement and the issuance of Series B Preferred Stock pursuant to the Series B Preferred Stock Purchase Agreement), shall be deemed to be a liquidation, dissolution or winding up within the meaning of this Section 2Board.

Liquidation Preference. a. In the event of (a) Upon any voluntary or involuntary liquidation, dissolution or winding up of this corporationthe Company, either voluntary or involuntary, the holders each share of Series A Preferred Stock and Series B Preferred Stock shall entitles the holder thereof to receive and to be entitled to receive, prior and in preference to any distribution of any paid out of the assets of this corporation the Company available for distribution, before any distribution or payment may be made to the holders a holder of Common Stock by reason of their ownership thereofany Junior Securities, an amount in cash per share of Series B Preferred Stock equal to the sum of (i) $2.00 for each outstanding the greater of (A) the Original Purchase Price per share and (B) an amount equal to the amount the holders of Series B Preferred Stock would have received per share of Series A B Preferred StockStock upon liquidation, (subject to appropriate adjustments for stock splitsdissolution or winding up of the Company had such holders converted their shares of Series B Preferred Stock into shares of Common Stock immediately prior thereto, stock dividends, combinations or other recapitalizations and hereafter referred to as the "Original Series A Issue Price"), plus (ii) $4.43 for each outstanding an amount equal to all accrued and unpaid Dividends, if any, on such share of Series B Preferred Stock (subject such sum, the “Regular Liquidation Preference” if pursuant to appropriate adjustments for stock splits, stock dividends, combinations or other recapitalizations subclauses (i)(A) and hereafter referred (ii) and the “Participating Liquidation Preference” if pursuant to as the "Original Series B Issue Price"subclauses (i)(B) and (ii), and such greater amount, the “Liquidation Preference”). (iiib) an amount equal If upon any such liquidation, dissolution or winding up of the Company, the assets of the Company available for distribution are insufficient to declared but unpaid dividends on such share pay the holders of Series A Preferred Stock or Series B Preferred Stock, as applicable. If upon Stock the occurrence full Liquidation Preference and the holders of such eventall Parity Securities the full liquidation preferences to which they are entitled, the holders of Series B Preferred Stock and such Parity Securities will share ratably in any such distribution of the assets and funds thus of the Company in proportion to the full respective amounts to which they are entitled. (c) After payment to the holders of Series B Preferred Stock of the full Liquidation Preference to which they are entitled, the holders of Series B Preferred Stock as such will have no right or claim to any of the assets of the Company. (d) The value of any property not consisting of cash that is distributed among by the Company to the holders of the Series A Preferred Stock and the Series B Preferred Stock shall be insufficient to permit will equal the payment to such holders Fair Market Value thereof on the date of the full aforesaid preferential amounts, then, the entire assets and funds of the corporation legally available for distribution shall be distributed ratably among the holders of the Series A Preferred Stock and the Series B Preferred Stock in proportion to the aggregate liquidation preferences of the respective series, and ratably among the holders of that series in proportion to the amount of such stock owned by each such holderdistribution. b. After (e) For the distributions described in subsection (a) above have been paid, the remaining assets of the corporation available for distribution to stockholders shall be distributed among the holders of Series A Preferred Stock, Series B Preferred Stock and Common Stock pro rata based on the number of shares of Common Stock held by each (assuming conversion of all such Series A Preferred Stock and Series B Preferred Stock). c. A consolidation or merger purposes of this corporation with or into any other corporation or corporationsSECTION 3, or a sale, conveyance or disposition Fundamental Change (in and of all or substantially all of the assets of this corporation or the effectuation by the corporation of a transaction or series of related transactions in which more than 50% of the voting power of the corporation is disposed of (excluding the issuance of shares of Series A Preferred Stock pursuant to the Series A Preferred Stock Purchase Agreement and the issuance of Series B Preferred Stock pursuant to the Series B Preferred Stock Purchase Agreement), itself) shall be deemed not to be a liquidation, dissolution or winding-up of the Company subject to this SECTION 3 (it being understood that an actual liquidation, dissolution or winding up within of the meaning of Company in connection with a Fundamental Change will be subject to this Section 2SECTION 3).

Liquidation Preference. a. (a) In the event of any liquidation, dissolution or winding up of this corporation, either voluntary or involuntary, subject to (i) the rights of the Series B Preferred Stock and any other series of Preferred Stock that may from time to time come into existence, other than the Series A Preferred Stock, and (ii) any loan covenant or other provision for the benefit of the holders of Senior Debt contained in any document or agreement evidencing Senior Debt, the holders of Series A Preferred Stock and Series B C Preferred Stock shall be entitled to receive, prior and in preference to any distribution of any of the assets of this corporation to the holders of Common Stock by reason of their ownership thereofStock, an amount per share equal to the sum of (i) $2.00 for each outstanding share of Series A Preferred Stock, (subject to appropriate adjustments for stock splits, stock dividends, combinations or other recapitalizations and hereafter referred to C Redemption Price as the "Original Series A Issue Price"defined in Section 2.5(a), (ii) $4.43 for each outstanding share of Series B Preferred Stock (subject to appropriate adjustments for stock splits, stock dividends, combinations or other recapitalizations and hereafter referred to as the "Original Series B Issue Price"), and (iii) an amount equal to declared but unpaid dividends on such share of Series A Preferred Stock or Series B Preferred Stock, as applicable. If upon the occurrence of such eventevent and after payment in full of the liquidation preference of the Series B Preferred Stock and any other series of Preferred Stock that may from time to time come into existence, other than the Series A Preferred Stock, the assets and funds thus distributed among the holders of the Series A Preferred Stock and the Series B C Preferred Stock shall be insufficient to permit the payment to such holders of the full aforesaid preferential amounts, then, the entire assets and funds of the this corporation legally available for distribution after payment in full of the liquidation preference of the Series B Preferred Stock and any other series of Preferred Stock that may from time to time come into existence, other than the Series A Preferred Stock, shall be distributed ratably among the holders of the Series A C Preferred Stock and the Series B Preferred Stock in proportion to the aggregate liquidation preferences of the respective series, and ratably among the holders of that series in proportion to the amount of such stock owned by each such holderholders. b. After (b) Upon the completion of (i) the distributions described in subsection (a) above have been paid, the remaining assets of the corporation available for distribution to stockholders shall be distributed among the holders of the Series B Preferred Stock, (ii) the distributions to the holders of Series C Preferred Stock required by Section 2.4(a) and (iii) any other distribution that may be required with respect to series of Preferred Stock that may from time to time come into existence, other than the Series A Preferred Stock, Series B Preferred Stock and if assets remain in this corporation, the holders of the Common Stock pro rata of this corporation (based on the number of shares of Common Stock held by each (assuming conversion of all such Series A Preferred Stock and Series B Preferred Stockeach). c. A consolidation or merger of this corporation with or into any other corporation or corporations, or a sale, conveyance or disposition of all or substantially shall receive all of the remaining assets of this corporation or the effectuation by the corporation of a transaction or series of related transactions in which more than 50% of the voting power of the corporation is disposed of (excluding the issuance of shares of Series A Preferred Stock pursuant to the Series A Preferred Stock Purchase Agreement and the issuance of Series B Preferred Stock pursuant to the Series B Preferred Stock Purchase Agreement), shall be deemed to be a liquidation, dissolution or winding up within the meaning of this Section 2corporation.

Liquidation Preference. a. In the event of (a) Upon any liquidation, dissolution or winding up of this corporationthe Company, either whether voluntary or involuntary, with respect to which the Total Company Valuation (as defined below) is less than $26,000,000, before any distribution or payment is made to the holders of Common Stock, but after the payment of the full liquidation preference of (i) the Series J Preferred and (ii) any Senior Preferred (as defined below), in each case, as set forth in the Certificate of Incorporation, the holders of Series A K Preferred Stock and Series B Preferred Stock shall will be entitled to receive, prior and in preference to any distribution of any be paid out of the assets of this corporation to the holders Company, for each share of Common Series K Preferred Stock held by reason of their ownership thereofthem, an amount per share of Series K Preferred Stock equal to the sum of Series K Original Issue Price (i) $2.00 as defined below and as adjusted for each outstanding share of Series A Preferred Stock, (subject to appropriate adjustments for stock splits, any stock dividends, combinations or other combinations, splits, recapitalizations and hereafter referred the like with respect to the Series K Preferred). Such payment shall be made on a pari passu basis with the holders of the other Series Preferred (and any other ---------- series of Preferred Stock designated by the Board of Directors as sharing with the "Original Series A Issue Price"Preferred an a pari passu basis in the event of a liquidation). Upon payment in full of the liquidation preference specified in this Section 4(a), (ii) $4.43 for each outstanding share of the Series B K Preferred Stock shall, automatically and without further action, be converted into Common Stock at the then effective Conversion Rate (subject to appropriate adjustments for stock splits, stock dividends, combinations or other recapitalizations and hereafter referred to as the "Original Series B Issue Price"defined in Section 5(a)), and (iii) an amount equal to declared but unpaid dividends on the Common Stock issuable upon such share conversion shall participate in the proceeds of Series A the liquidation of the Company as provided in Section 4(c). Any series of Preferred Stock which is designated as senior to the Series K Preferred Stock with respect to liquidation preferences and the creation or Series B Preferred Stockauthorization of which was consented to in accordance with clause 3(b) and, if applicable, clause 3(c)(i) is referred to herein as applicable. "Senior Preferred." (b) If upon the occurrence of such event, the assets and funds thus to be distributed among the holders of the Series A K Preferred Stock, the other Series Preferred (and any other series of Preferred Stock and designated by the Board of Directors as sharing with the Series B Preferred Stock shall be on a pari passu basis in the event of a liquidation) are insufficient to permit the payment in full to such holders of the full aforesaid preferential amountsamounts distributable pursuant to the Certificate of Incorporation, then, the entire then such assets and funds of the corporation legally available for distribution shall will be distributed ratably among such holders of outstanding shares of Series K Preferred Stock, shares of other Series Preferred, and any other series of Preferred Stock designated by the holders Board of Directors as sharing with the Series Preferred on a pari passu basis in the event of a liquidation. (c) After the payment of the full liquidation preference of the Series A K Preferred Stock and the other Series B Preferred Stock in proportion to the aggregate Preferred, and any liquidation preferences preference of the respective series, and ratably among Series J Preferred pursuant to Section 4.3(d)(1) of the holders Company's Certificate of that series in proportion to the amount of such stock owned by each such holder. b. After the distributions described in subsection (a) above have been paidIncorporation, the remaining assets of the corporation Company legally available for distribution to stockholders shall distribution, if any, will be distributed among ratably to the holders of Series A Preferred Stock, Series B Preferred Stock and the Common Stock pro rata based on the number of shares of Common Stock held by each (assuming conversion of all such Series A Preferred Stock and Series B J Preferred Stock)on an as-if-converted to Common Stock basis. c. A (d) The following definitions will apply under this Section 4: (i) a "liquidation" of the Company will include (without limitation): (A) any consolidation or merger of this corporation the Company with or into any other corporation or corporationsother entity or person, or any other corporate reorganization, in which the stockholders of the Company immediately prior to such consolidation, merger or reorganization own 50% or less of the Company's voting power immediately after such consolidation, merger or reorganization, or any transaction or series of related transactions to which the Company is a party in which 50% or more of the Company's voting power is transferred unless within ten days after receipt of notice that the event will occur, holders of a majority of the outstanding Series Preferred (including the Series K Preferred Stock), voting together as a single class on an as-if-converted to Common Stock basis, and holders of a majority of the outstanding Series J Preferred elect in writing not to treat such event as a liquidation of the Company (an "Acquisition"); or (B) a sale, conveyance lease or other disposition of all or substantially all of the assets of this corporation or the effectuation by the corporation of a transaction or series of related transactions in which more than 50% of the voting power of the corporation is disposed of Company (excluding the issuance of shares of Series A Preferred Stock pursuant to the Series A Preferred Stock Purchase Agreement and the issuance of Series B Preferred Stock pursuant to the Series B Preferred Stock Purchase Agreementan "Asset Transfer"), shall be deemed to be a liquidation, dissolution or winding up within the meaning of this Section 2.

Liquidation Preference. a. (a) In the event of any liquidation, dissolution or winding winding-up of this corporationthe Corporation, either whether voluntary or involuntary, after any payment or distribution of the assets of the Corporation (whether capital or surplus) shall be made to or set apart for the holders of Senior Securities, and before any payment or distribution of the assets of the Corporation (whether capital or surplus) shall be made to or set apart for the holders of Junior Securities, the holders of the shares of Series A C Preferred Stock and Series B D Preferred Stock taken together shall be entitled to receive, prior receive an amount in cash equal to the greater of (x) the aggregate Liquidation Preferences (as set forth herein and in preference the Series C Designation) of the shares of Series C Preferred Stock and Series D Preferred Stock as of the date of liquidation, or (y) the aggregate amount that would have been received with respect to the shares of Series C Preferred Stock and Series D Preferred Stock if such stock had been converted to Common Stock immediately prior to such liquidation, dissolution or winding-up. If, upon any distribution liquidation, dissolution or winding-up of any of the Corporation, the assets of this corporation to the holders of Common Stock by reason of their ownership Corporation, or proceeds thereof, an amount per share equal shall be insufficient to pay in full the sum aforesaid amounts under clause (x) of the preceding sentence and liquidating payments on all Parity Securities, then such assets, or proceeds thereof, shall (i) $2.00 for each outstanding share of Series A Preferred Stock, (subject to appropriate adjustments for stock splits, stock dividends, combinations or other recapitalizations and hereafter referred to as the "Original Series A Issue Price"), (ii) $4.43 for each outstanding share of Series B Preferred Stock (subject to appropriate adjustments for stock splits, stock dividends, combinations or other recapitalizations and hereafter referred to as the "Original Series B Issue Price"), and (iii) an amount equal to declared but unpaid dividends on such share of Series A Preferred Stock or Series B Preferred Stock, as applicable. If upon the occurrence of such event, the assets and funds thus be distributed among the holders shares of the Series A C Preferred Stock and the Series B D Preferred Stock shall taken together and all such other Parity Securities ratably in accordance with the respective amounts that would be insufficient to permit the payment to payable on such holders shares of the full aforesaid preferential amounts, then, the entire assets and funds of the corporation legally available for distribution shall be distributed ratably among the holders of the Series A Preferred Stock and any such other Parity Securities if all amounts payable thereon were paid in full and (ii) the amount distributable under clause (i) to the Series B Preferred Stock in proportion to the aggregate liquidation preferences of the respective series, and ratably among the holders of that series in proportion to the amount of such stock owned by each such holder. b. After the distributions described in subsection (a) above have been paid, the remaining assets of the corporation available for distribution to stockholders shall be distributed among the holders of Series A Preferred Stock, Series B Preferred Stock and Common Stock pro rata based on the number of shares of Common Stock held by each (assuming conversion of all such Series A C Preferred Stock and Series B D Preferred Stock taken together, shall first be distributed to the Series C Preferred Stock until it has received an amount equal to the aggregate Preference Amounts (as defined in the Series C Designation) of all Series C Preferred Stock outstanding as of the date of liquidation and thereafter 37.5% to the Series C Preferred Stock and 62.5% to the Series D Preferred Stock). c. A consolidation . If, upon any liquidation, dissolution or merger winding-up of the Corporation, the assets of the Corporation, or proceeds thereof, distributable to the Series C Preferred Stock and Series D Preferred Stock taken together shall be sufficient to pay in full the aforesaid amounts under clause (x) of the first sentence of this corporation subsection 5(a) then such amount shall first be distributed to the Series C Preferred Stock until it has received an amount equal to the aggregate Preference Amounts (as defined in the Series C Designation) of all Series C Preferred Stock outstanding as of the date of liquidation and thereafter 37.5% to the Series C Preferred Stock and 62.5% to the Series D Preferred Stock. Any amounts distributed with or into any other corporation or corporationsrespect to the Series D Preferred Stock pursuant to this paragraph 5(a) shall be allocated pro rata among the shares of Series D Preferred Stock. For the purposes of this paragraph 5, or a neither the sale, conveyance conveyance, exchange or disposition transfer (for cash, shares of stock, securities or other consideration) of all or substantially all of the property or assets of this corporation the Corporation nor the consolidation or the effectuation by the corporation of a transaction or series of related transactions in which more than 50% merger of the voting power of the corporation is disposed of (excluding the issuance of shares of Series A Preferred Stock pursuant to the Series A Preferred Stock Purchase Agreement and the issuance of Series B Preferred Stock pursuant to the Series B Preferred Stock Purchase Agreement), Corporation with or into one or more other entities shall be deemed to be a liquidation, dissolution or winding winding-up within of the meaning Corporation. (b) Subject to the rights of the holders of any Parity Securities, after payment shall have been made in full to the holders of the Series C Preferred Stock and the Series D Preferred Stock taken together, as provided in this Section 2paragraph 5, any other series or class or classes of Junior Securities shall, subject to the respective terms and provisions (if any) applying thereto, be entitled to receive any and all assets remaining to be paid or distributed, and the holders of the Series D Preferred Stock, Series C Preferred Stock and any Parity Securities shall not be entitled to share therein.

Liquidation Preference. a. In 20.1 Subject to Applicable Laws, in the event of any liquidationa Liquidation of the Company, dissolution or winding up of this corporation, either voluntary or involuntary, the holders each holder of Series A Preferred Stock A2 Shares, Series B Shares and Series B Preferred Stock C Shares shall be entitled to receivereceive with respect to each Series C Share, prior and Series B Share or Series A2 Share, as applicable, in preference to any distribution to any other Shareholder, the greater of: i. 150% of any (a) the Series C Original Issue Price (plus all declared but unpaid dividends) or (b) the Series B Original Issue Price (plus all declared but unpaid dividends) or the Series A2 Original Issue Price (plus all declared but unpaid dividends), as the case may be, or ii. an amount equal to (a) 50% of the Series C Original Issue Price (plus all declared but unpaid dividends) in the case of the Series C Shares and (b) 50% of the Series B Original Issue Price (plus all declared but unpaid dividends) in the case of the Series B Shares and (c) 50% of the Series A2 Original issue Price (plus all declared but unpaid dividends) in the case Series A2 Shares ("Reduced Preference") and an additional amount ("Participation Amount") equal to a prorata portion of the remaining additional proceeds and/or assets of this corporation and /or amounts available for distribution to the holders of Common Stock by reason the Equity Shares after payment of their ownership thereofthe Reduced Preference, an amount per share equal to assuming for the sum purpose of determining the Participation Amount, the conversion of all Preference Shares at the applicable Conversion Ratio then in effect . Payment in (i) $2.00 for each outstanding share of Series A Preferred Stock, or (subject to appropriate adjustments for stock splits, stock dividends, combinations or other recapitalizations and hereafter ii) is referred to as the "Original Series A Issue PricePreference Amount"). 20.2 After the payment of the Preference Amount, (ii) $4.43 if any proceeds of Liquidation are available for each outstanding share of Series B Preferred Stock (subject to appropriate adjustments for stock splitsdistribution, stock dividends, combinations or other recapitalizations and hereafter referred to as the "Original Series B Issue Price"), and (iii) an amount equal to declared but unpaid dividends on such share of Series A Preferred Stock or Series B Preferred Stock, as applicable. If upon the occurrence of such event, the assets and funds thus distributed among the holders of the Series A Preferred Stock Shares and Series Al Shares shall be entitled to receive with respect to each Series A Share or Series Al Share, as applicable, in preference to any distribution to any holder of Equity Shares, the greater of: i. 150% of the Series A Original Issue Price (plus all declared by unpaid dividends) or the Series Al Original Issue Price (plus all declared by unpaid dividends), as the case may be, or ii. an amount equal to a pro-rata portion of the remaining additional proceeds and/or assets and /or amounts available for distribution to the holders of Equity Shares after payment of the Preference Amount and assuming, for purposes of calculating this amount, the conversion of all Preference Shares at the applicable Conversion Ratio then in effect. Payment in (i) or (ii) is referred to as "Second Preference Amount". 20.3 To the extent that there are additional proceeds, an/or assets and/or amounts available for distribution after the payment of the Preference Amount and the Series B Preferred Stock shall be insufficient to permit Second Preference Amount, the payment to such holders of the full aforesaid preferential Equity Shares will share the distribution of such remaining proceeds and/or assets. 20.4 If the receipt of proceeds of Liquidation is subject to any contingencies, including earn-outs or other similar entitlements, upon subsequent receipt of such additional amounts, then, the entire assets and funds same shall be treated as part of the corporation legally available for distribution receipts of Liquidation and shall be distributed ratably among applied as provided for in Article 20.1 and Article 20.2 above. 20.5 The Founders and the Company shall honour the Liquidation Preference of the Liquidation Preference right holders in distributing the assets and/or proceeds of a Liquidation in any manner including without limitation to re- distribution of assets or proceeds that may be received by the Founders or other holders of Equity Shares on a Liquidation, to the holders of the Series A Preferred Stock and the C Shares, Series B Preferred Stock Shares and Series A2 Shares in proportion preference to the aggregate liquidation preferences of the respective series, and ratably among the holders of that series in proportion to the amount of such stock owned by each such holder. b. After the distributions described in subsection (a) above have been paid, the remaining assets of the corporation available for distribution to stockholders shall be distributed among the holders of Series A Preferred Stock, Series B Preferred Stock and Common Stock pro rata based on the number of shares of Common Stock held by each (assuming conversion of all such Series A Preferred Stock Shares and Series B Preferred Stock)Al Shares and Equity Shares. c. A consolidation 20.6 Subject to the Applicable Laws and in the event the proceeds of a Liquidation are insufficient to honour the Liquidation Preference, any amounts received from such Liquidation shall be distributed ratably to the Liquidation Preference right holders in proportion to and in the order and manner which each of them would have been otherwise entitled to receive in accordance with Article 20.1 and Article 20.2. 20.7 The Liquidation Preference right holders or merger any one of this corporation with them may at any time, before or into any other corporation or corporationsafter Liquidation, or a sale, conveyance or disposition of all or substantially all elect not to avail of the Liquidation Preference and if they do so, they shall be entitled to share the proceeds of and/or assets available for distribution on Liquidation pro-rata with all the other Shareholders as if the Liquidation Preference had never existed with respect to such Liquidation Preference right holder. However, the exercise of an option under this corporation or the effectuation Article 20.7 by the corporation of a transaction or series of related transactions in which more than 50% any of the voting power of Liquidation Preference right holder shall not exhaust the corporation is disposed of (excluding the issuance of shares of Series A Preferred Stock pursuant right available to the Series A Preferred Stock Purchase Agreement and the issuance of Series B Preferred Stock pursuant to the Series B Preferred Stock Purchase Agreement), shall be deemed to be a liquidation, dissolution or winding up within the meaning of other Liquidation Preference right holders under this Section 2Article 20.

Liquidation Preference. a. Series A Preferred Stock. In the event of any liquidation, ------------------------ dissolution or winding up of this corporation, either voluntary or involuntary, the holders a holder of Series A Preferred Stock and Series B Preferred Stock shall be entitled to receive, prior and in preference to any distribution of any of the assets of this corporation to the holders of any other series of Preferred Stock or Common Stock by reason of their ownership thereof, an amount per share equal to the greater of (A) the sum of (i) $2.00 6.9629 for each outstanding share of Series A Preferred Stock, Stock (subject to appropriate adjustments for stock splits, stock dividends, combinations or other recapitalizations and hereafter referred to as the "Original Series A Issue Price")) as adjusted to reflect any ----------------------------- share split, (ii) $4.43 for each outstanding share of dividend, combination, reclassification or similar event involving the Series B A Preferred Stock (subject to appropriate adjustments for stock splitsStock, stock dividends, combinations or other recapitalizations and hereafter referred to as the "Original Series B Issue Price"), and (iii) an amount equal to plus any declared but unpaid dividends on such share, and (ii) an amount equal to a ten percent (10%) annual rate of return compounded annually, from the date of issuance of such stock through the date on which such payment is made, on the Original Series A Issue Price or (B) the value such holder would receive if each outstanding share of the Series A Preferred Stock had been converted into Common Stock pursuant to Section 4 hereof immediately prior to such liquidation, dissolution or winding up of this corporation (treating the Series B A Preferred Stock, Stock for purposes of this Section as applicablebeing fully convertible notwithstanding any provision to the contrary contained herein). If upon the occurrence of such event, the assets and funds thus to be distributed among the holders of the Series A Preferred Stock and the Series B Preferred Stock shall be are insufficient to permit the payment to such holders of the full aforesaid preferential amounts, then, then the entire assets and funds of the corporation legally available for distribution shall be distributed ratably among the holders of the Series A Preferred Stock and the Series B Preferred Stock in proportion to the aggregate liquidation preferences of the respective series, and ratably among the holders of that series in proportion to the amount of such stock then owned by each such holder. b. After the distributions described in subsection (a) above have been paid, the remaining assets of the corporation available for distribution to stockholders shall be distributed among the holders of Series A Preferred Stock, Series B Preferred Stock and Common Stock pro rata based on the number of shares of Common Stock held by each (assuming conversion of all such Series A Preferred Stock and Series B Preferred Stock). c. A consolidation or merger of this corporation with or into any other corporation or corporations, or a sale, conveyance or disposition of all or substantially all of the assets of this corporation or the effectuation by the corporation of a transaction or series of related transactions in which more than 50% of the voting power of the corporation is disposed of (excluding the issuance of shares of Series A Preferred Stock pursuant to the Series A Preferred Stock Purchase Agreement and the issuance of Series B Preferred Stock pursuant to the Series B Preferred Stock Purchase Agreement), shall be deemed to be a liquidation, dissolution or winding up within the meaning of this Section 2.

Liquidation Preference. a. In the event of any liquidation, dissolution or winding up of this corporationthe Corporation, either voluntary or involuntaryinvoluntary (each a “Liquidation Event”), the holders of Series A Preferred Stock and Series B B1 Preferred Stock shall be entitled to receive, receive pari passu with any Distribution of any of the assets of the Corporation to the holders of the Corporation’s Series B Preferred Stock and prior and in preference to any distribution Distribution of any of the assets of this corporation the Corporation to the holders of Common Stock the Corporation’s securities other than Senior Securities by reason of their ownership thereofof such stock, but not prior to any holders of the Corporation’s Senior Securities, which holders of the Senior Securities shall have priority to the Distribution of any assets of the Corporation, an amount per share for each share of Series B1 Preferred Stock held by them equal to the sum of (i) $2.00 for each outstanding share of Series A Preferred Stockthe Liquidation Preference, (subject to appropriate adjustments for stock splits, stock dividends, combinations or other recapitalizations and hereafter referred to as the "Original Series A Issue Price"), (ii) $4.43 for each outstanding share of Series B Preferred Stock (subject to appropriate adjustments for stock splits, stock dividends, combinations or other recapitalizations all Accrued Dividends and hereafter referred to as the "Original Series B Issue Price"), and (iii) an amount equal to all declared but unpaid dividends on such share of Series A Preferred Stock or Series B B1 Preferred Stock, as applicable. If upon the occurrence liquidation, dissolution or winding up of such eventthe Corporation, the assets and funds thus distributed among of the Corporation legally available for distribution to the holders of the Series A B1 Preferred Stock (i.e., after payment of the Corporation’s liabilities and payment to any holders of the Corporation’s Senior Securities and pari passu with the holders of the Series B Preferred Stock shall be Stock) are insufficient to permit the payment to such holders of the full aforesaid preferential amounts, then, amounts specified in this Section then the entire assets and funds of the corporation Corporation legally available for distribution shall be distributed ratably with equal priority and pro rata among the holders of the Series A B Preferred Stock and the Series B B1 Preferred Stock in proportion to the aggregate liquidation preferences of the respective series, and ratably among the holders of that series in proportion full amounts they would otherwise be entitled to the amount of such stock owned by each such holder. b. After the distributions described in subsection (a) above have been paid, the remaining assets of the corporation available for distribution to stockholders shall be distributed among the holders of Series A Preferred Stock, Series B Preferred Stock and Common Stock pro rata based on the number of shares of Common Stock held by each (assuming conversion of all such Series A Preferred Stock and Series B Preferred Stock). c. A consolidation or merger of this corporation with or into any other corporation or corporations, or a sale, conveyance or disposition of all or substantially all of the assets of this corporation or the effectuation by the corporation of a transaction or series of related transactions in which more than 50% of the voting power of the corporation is disposed of (excluding the issuance of shares of Series A Preferred Stock receive pursuant to the Series A Preferred Stock Purchase Agreement and the issuance of Series B Preferred Stock pursuant to the Series B Preferred Stock Purchase Agreement), shall be deemed to be a liquidation, dissolution or winding up within the meaning of this Section 2and applicable law.

Liquidation Preference. a. In the event of (a) Upon any voluntary or involuntary liquidation, dissolution or winding up of this corporationthe Corporation, either the holders of all shares of Series B Preferred Stock then outstanding shall be entitled to be paid out of the assets of the Corporation available for distribution to its stockholders an amount in cash equal to $100.00 in cash (or, in a deemed liquidation pursuant to paragraph (b) below, in securities valued as set forth below) per share, plus an amount equal to full cumulative dividends (whether or not earned or declared) accrued and unpaid thereon, including Additional Dividends, to the date of final distribution and no more, before any distribution is made on any Series B Junior Securities. If upon any voluntary or involuntaryinvoluntary liquidation, dissolution or winding up of the Corporation, the application of all amounts available for payments with respect to Series B Preferred Stock and all other Series B Parity Securities would not result in payment in full of Series B Preferred Stock and such other Series B Parity Securities, the holders of Series A B Preferred Stock and holders of Series B Parity Securities shall share equally and ratably in any distribution of assets of the Corporation in proportion to the full liquidation preference to which each is entitled. After payment in full pursuant to this paragraph A(4)(a), the holders of Series B Preferred Stock shall not be entitled to receive, prior and any further participation in preference to any distribution in the event of any liquidation, dissolution or winding up of the assets of this corporation to the holders of Common Stock by reason of their ownership thereof, an amount per share equal to the sum of (i) $2.00 for each outstanding share of Series A Preferred Stock, (subject to appropriate adjustments for stock splits, stock dividends, combinations or other recapitalizations and hereafter referred to as the "Original Series A Issue Price"), (ii) $4.43 for each outstanding share of Series B Preferred Stock (subject to appropriate adjustments for stock splits, stock dividends, combinations or other recapitalizations and hereafter referred to as the "Original Series B Issue Price"), and (iii) an amount equal to declared but unpaid dividends on such share of Series A Preferred Stock or Series B Preferred Stock, as applicable. If upon the occurrence of such event, the assets and funds thus distributed among the holders affairs of the Series A Preferred Stock and the Series B Preferred Stock shall be insufficient to permit the payment to such holders of the full aforesaid preferential amounts, then, the entire assets and funds of the corporation legally available for distribution shall be distributed ratably among the holders of the Series A Preferred Stock and the Series B Preferred Stock in proportion to the aggregate liquidation preferences of the respective series, and ratably among the holders of that series in proportion to the amount of such stock owned by each such holderCorporation. b. After the distributions described in subsection (ab) above have been paid, the remaining assets of the corporation available for distribution to stockholders shall be distributed among the holders of Series A Preferred Stock, Series B Preferred Stock and Common Stock pro rata based on the number of shares of Common Stock held by each (assuming conversion of all such Series A Preferred Stock and Series B Preferred Stock). c. A consolidation or merger of this corporation the Corporation with or into any other corporation or corporations, or a sale, conveyance or disposition of all or substantially all of the assets of this corporation the Corporation or the effectuation by the corporation of a transaction or series of related transactions in which more than 50% of the voting power of the corporation Corporation is sold or otherwise disposed of (excluding the issuance of shares of Series A Preferred Stock other than pursuant to the Series A Preferred Stock Purchase Agreement and the issuance a sale or other disposed solely of Series B Preferred Stock pursuant to (or common stock of the Corporation issued on conversion of Series B Preferred Stock Purchase AgreementStock) consummated by holders of Series B Preferred Stock), shall each be deemed to be a liquidation, dissolution or winding up within the meaning of this Section 2paragraph A(4)(a) above. Any securities to be delivered to the holders of Series B Preferred Stock pursuant to such events shall be valued as follows: (i) securities not subject to restrictions on sale: (A) If traded on a securities exchange or a national intedealer quotation system, the value shall be deemed to be the average of the closing prices of the securities on such exchange over the 10 day period ending three days prior to the closing; (B) If actively traded over-the-counter, the value shall be deemed to be the average of at the closing bid prices over the 10 day period ending three days prior to the closing; and (ii) securities subject to restrictions on transfer shall be valued at an appropriate discount from the market value determined as set forth above to reflect the fair market value thereof, as determined jointly by the Board of Directors and the holders of a majority of the shares of Series B Preferred Stock.

Liquidation Preference. a. (a) In the event of any liquidation, dissolution or winding up of this corporationthe Corporation, either whether voluntary or involuntary, the holders of the Series A Preferred Stock and Series B Preferred H Stock shall be entitled to receive, prior and in preference to any distribution of any of the assets or surplus funds of this corporation the Corporation to the holders of any other shares of Preferred Stock and Common Stock by reason of their ownership thereof, an the amount of $6.00 per share equal to the sum of (i) $2.00 as adjusted for each outstanding share of Series A Preferred Stock, (subject to appropriate adjustments for stock splits, any stock dividends, combinations or other recapitalizations and hereafter referred splits with respect to as the "Original Series A Issue Price"such shares), (ii) $4.43 for each outstanding share of Series B Preferred Stock (subject to appropriate adjustments for stock splits, stock dividends, combinations plus all accrued or other recapitalizations and hereafter referred to as the "Original Series B Issue Price"), and (iii) an amount equal to declared but unpaid dividends on such shares for each share of Series A Preferred H Stock or Series B Preferred Stock, as applicablethen held by them. If upon the occurrence of such event, the assets and funds thus distributed among the holders of the Series A Preferred Stock and the Series B H Preferred Stock shall be insufficient to permit the payment to such holders of the full aforesaid preferential amountsamount, then, then the entire assets and funds of the corporation Corporation legally available for distribution shall be distributed ratably among the holders of the Series A Preferred Stock and the Series B Preferred H Stock in proportion to the aggregate liquidation preferences of the respective series, and ratably among preferential amount each such holder is otherwise entitled to receive. (b) After payment to the holders of that series the Series H Stock of the amounts set forth in proportion Section 2(a) above, and the payment to the amount holders of any other series of Preferred Stock which may hereafter be established by the Board of Directors of any liquidation preferences for such stock owned by each such holder. b. After the distributions described in subsection (a) above have been paidadditional series of Preferred Stock, the entire remaining assets and funds of the corporation Corporation legally available for distribution to stockholders distribution, if any, shall be distributed among the holders of the Common Stock and the Series A Preferred Stock, Series B H Stock and any other series of Preferred Stock and Common Stock pro rata based on which may hereafter be established by the number Board of Directors in proportion to the shares of Common Stock then held by each (assuming them and the shares of Common Stock which they then have the right to acquire upon conversion of all such Series A Preferred Stock and Series B Preferred Stock). c. A consolidation or merger of this corporation with or into any other corporation or corporations, or a sale, conveyance or disposition of all or substantially all of the assets of this corporation or the effectuation by the corporation of a transaction or series of related transactions in which more than 50% of the voting power of the corporation is disposed of (excluding the issuance of shares of Series A H Stock and any other series of Preferred Stock pursuant to which may hereafter be established by the Series A Preferred Stock Purchase Agreement and Board of Directors then held by them. (c) Whenever the issuance of Series B Preferred Stock pursuant to the Series B Preferred Stock Purchase Agreement), distribution provided for in this Section 2 shall be deemed to payable in securities or property other than cash, the value of such distribution shall be a liquidation, dissolution the fair market value of such securities or winding up within other property as determined in good faith by the meaning Board of this Section 2Directors.

Liquidation Preference. a. The holders of the Series A Preferred Shares shall be entitled to a liquidation preference to the extent permitted under applicable law as follows: (a) In the event of any liquidation, dissolution dissolution, or winding up of this corporationthe Company, either whether voluntary or involuntarynot, or in the holders event of any distribution to the shareholders of the Company other than a dividend (each, a “Liquidation Event”), distributions to the shareholders of the Company shall be made in the following priority: (i) Each holder of the Series A Preferred Stock and Series B Preferred Stock Shares shall be entitled to receive, prior and in preference to any distribution of any of the assets of this corporation the Company to the holders of the Common Stock Shares of the Company, by reason of their ownership thereofof such shares, an the amount per share equal to the sum of (ix) $2.00 Won equivalent to US$2.7747 (applying the telegraphic transfer sending rate (the “Basic Exchange Rate”) on the date of payment by the Company) (the “Original Issue Price”) for each outstanding share of Series A Preferred StockShare then held by such holder (as appropriately adjusted for any bonus issue, consolidation, subdivision, reclassification and the like subsequent to its issuance), plus (subject to appropriate adjustments for stock splits, stock dividends, combinations or other recapitalizations and hereafter referred to as y) interest on the "Original Issue Price calculated at 30% per annum compounded annually accrued from the issuance date of the Series A Issue Price"), (ii) $4.43 for each outstanding share Preferred Shares to the date of Series B Preferred Stock (subject to appropriate adjustments for stock splits, stock dividends, combinations or other recapitalizations and hereafter referred to as the "Original Series B Issue Price"), liquidation and (iiiz) an amount equal equivalent to all declared but unpaid dividends on such share of Series A Preferred Stock or Series B Preferred StockShares accrued to the date of liquidation ((x), (y) and (z) above are collectively referred to as applicablethe “Preference Amount”). If If, upon the occurrence of such eventa Liquidation Event, the assets and funds thus available to be distributed among the holders of the Series A Preferred Stock and the Series B Preferred Stock Shares shall be insufficient to permit the payment to such holders of the full aforesaid preferential amountsPreference Amount, then, then the entire assets and funds of the corporation Company legally available for distribution to such holders shall be distributed ratably among the holders of the Series A Preferred Stock and Shares for the Series B A Preferred Stock in proportion to the aggregate liquidation preferences of the respective series, and ratably among the holders of that series in proportion to the amount of such stock Shares owned by each such holder. b. (ii) After payment of the distributions described in subsection full Preference Amount has been made to the holders of the Series A Preferred Shares, as applicable pursuant to Paragraph (a2)(a)(i) above have been paidabove, the remaining assets of the corporation Company available for distribution to stockholders the shareholders of the Company shall be distributed ratably among the holders of the Series A Preferred StockShares and the Common Shares, with each Series B A Preferred Stock and Common Stock pro rata based on Share being deemed, for such purpose, to be equal to the number of shares Common Shares, including fractions of Common Stock held by each (assuming conversion of all a share, into which such Series A Preferred Stock and Series B Preferred Stock). c. A consolidation or merger Share is convertible immediately prior to the close of this corporation with or into any other corporation or corporations, or a sale, conveyance or disposition of all or substantially all of business on the assets of this corporation or business day fixed for such distribution. If the effectuation by the corporation of a transaction or series of related transactions in which more than 50% of the voting power of the corporation is disposed of (excluding the issuance of shares of Series A Preferred Stock pursuant Shares on a converted basis above is not allowed under applicable laws, then distribution of assets shall be made to the Series A Preferred Stock Purchase Agreement Shares based on the outstanding number of the Series A Preferred Shares. (b) To the extent permitted by the applicable law, for the purpose of calculating the value of securities and the issuance of Series B Preferred Stock properties paid or distributed pursuant to this Paragraph (2), the value of such securities and properties shall be computed at fair market value at the time such securities or properties are delivered or otherwise made available to the shareholders of the Company, all as determined by the holders of the Series B A Preferred Stock Purchase AgreementShares in the good faith exercise of its reasonable business judgment; provided, however, that (i) if such securities are listed on any established stock exchange or a national stock market system, their fair market value shall be the closing sales price for such securities as quoted on such system or exchange (or in the case of multiple listings of such securities, the primary exchange for such securities) for the date the value is to be determined (or if there are no sales for such date, then for the immediately preceding business day on which there were sales), as reported in the Wall Street Journal or other publication reputable in applicable jurisdiction(s), and (ii) if such securities are regularly quoted by a recognized securities dealer but selling prices are not reported, their fair market value shall be deemed the mean between the highest bid and lowest asked prices for such securities on the date the value is to be a liquidationdetermined (or if there are no quoted prices for such date, dissolution or winding up within then for the meaning of this Section 2immediately preceding business day on which there were quoted prices).

Liquidation Preference. a. In the event of any voluntary or involuntary liquidation, winding-up or dissolution of the Company, after there shall have been paid, or winding up set apart for payment, to the holders of this corporationthe outstanding shares of any class having preference over the Series C Preferred Stock, either voluntary or involuntaryincluding the Company’s outstanding Series A-3 Convertible Participating Preferred Stock and Series A-4 Convertible Participating Preferred Stock, the preferential amounts as to which they are respectively entitled, the holders of the Series A Preferred Stock and Series B C Preferred Stock shall be entitled to receiveshare ratably with the holders of the Common Stock (and all other classes and series of stock entitled to participate with the Common Stock) in the remaining assets of the Company on the basis that such holders would share if all outstanding shares of Series C Preferred Stock were then converted into Common Stock; provided, prior and that in preference the event that such payment would be less than $0.001 per share of Series C Preferred Stock, the holders of the Series C Preferred Stock shall instead be entitled to any distribution of any receive out of the assets of this corporation the Company available for distribution to the holders of Common Stock by reason of their ownership thereofits stockholders, whether from capital, surplus or earnings, an amount per share of Series C Preferred Stock equal to $0.001 per share (or if less than $0.001 per share is available for distribution in respect of the sum of (i) $2.00 for each outstanding share of Series A C Preferred Stock, (subject to appropriate adjustments for stock splits, stock dividends, combinations or other recapitalizations and hereafter referred to as then all such remaining funds shall be distributed pro rata in respect of the "Original Series A Issue Price"C Preferred Stock), (ii) $4.43 for each outstanding share before any payment or distribution shall be made to the holders of Series B Preferred the Common Stock (subject or any other class or series of stock entitled to appropriate adjustments for stock splitsparticipate with the Common Stock). If, stock dividendsupon any liquidation, combinations winding-up or other recapitalizations and hereafter referred to as dissolution of the "Original Series B Issue Price"), and (iii) an amount equal to declared but unpaid dividends on such share of Series A Preferred Stock or Series B Preferred Stock, as applicable. If upon the occurrence of such eventCompany, the assets and funds thus distributed of the Company, or proceeds thereof, distributable among the holders of shares of Series C Preferred Stock or any capital stock ranking on a parity with the Series A C Preferred Stock and upon liquidation, winding-up or dissolution of the Series B Preferred Stock Company, shall be insufficient to permit pay in full the payment preferential amounts to which such stock would be entitled, then such assets, or the proceeds thereof, shall be distributable among such holders ratably in accordance with the respective amounts which would be payable on such shares if all amounts payable thereon were payable in full. For the purposes hereof, neither a consolidation nor merger of the full aforesaid preferential amounts, then, the entire assets and funds of the corporation legally available for distribution shall be distributed ratably among the holders of the Series A Preferred Stock and the Series B Preferred Stock in proportion to the aggregate liquidation preferences of the respective series, and ratably among the holders of that series in proportion to the amount of such stock owned by each such holder. b. After the distributions described in subsection (a) above have been paid, the remaining assets of the corporation available for distribution to stockholders shall be distributed among the holders of Series A Preferred Stock, Series B Preferred Stock and Common Stock pro rata based on the number of shares of Common Stock held by each (assuming conversion of all such Series A Preferred Stock and Series B Preferred Stock). c. A consolidation Company with one or merger of this corporation with or into any more other corporation or corporations, nor a sale or a sale, conveyance or disposition transfer of all or substantially all of the assets of this corporation or the effectuation by the corporation of a transaction or series of related transactions in which more than 50% of the voting power of the corporation is disposed of (excluding the issuance of shares of Series A Preferred Stock pursuant to the Series A Preferred Stock Purchase Agreement and the issuance of Series B Preferred Stock pursuant to the Series B Preferred Stock Purchase Agreement)Company, shall be deemed to be a liquidation, dissolution winding-up or winding up within dissolution, voluntary or involuntary, of the meaning of this Section 2Company.

Liquidation Preference. a. (a) In the event of any a liquidation, dissolution or winding up of this corporationthe Company, either whether voluntary or involuntary, the holders of Series A Preferred Stock and Series B Preferred Stock shall be entitled to receive, prior and in preference to any distribution of any of the assets of this corporation to the holders of Common Stock by reason of their ownership thereof, an amount per share equal to the sum of involuntary (i) $2.00 for each outstanding share of Series A Preferred Stock, (subject to appropriate adjustments for stock splits, stock dividends, combinations or other recapitalizations and hereafter referred to as the "Original Series A Issue Price"a “Liquidation”), (ii) $4.43 for each outstanding share of Series B Preferred Stock (subject to appropriate adjustments for stock splits, stock dividends, combinations or other recapitalizations and hereafter referred to as the "Original Series B Issue Price"), and (iii) an amount equal to declared but unpaid dividends on such share of Series A Preferred Stock or Series B Preferred Stock, as applicable. If upon the occurrence of such event, the assets and funds thus distributed among the holders of the Series A Preferred Stock then outstanding shall be entitled to receive out of the available assets of the Company, whether such assets are stated capital or surplus of any nature, an amount on such date equal to $$[insert original per share purchase price] per share of Series A Preferred Stock (the “Liquidation Preference”) plus the amount of any accrued and unpaid Base Dividends as of such date, calculated pursuant to Section 2. Such payment shall be made before any payment shall be made or any assets distributed to the holders of any class or series of the Common Stock or any other class or series of the Company’s capital stock ranking junior as to liquidation rights to the Series B A Preferred Stock shall be insufficient to permit the Stock. Following payment to such holders of the full aforesaid preferential amounts, then, the entire assets and funds of the corporation legally available for distribution shall be distributed ratably among the holders of the Series A Preferred Stock and the Series B Preferred Stock in proportion to the aggregate liquidation preferences of the respective series, and ratably among the holders of that series in proportion to the amount of such stock owned by each such holder. b. After the distributions full preferential amounts described in subsection (a) above have been paidthe first sentence of this Section 3(a), the remaining assets (if any) of the corporation Company available for distribution to stockholders of the Company shall be distributed, subject to the rights of the holders of shares of any other series of Preferred Stock ranking prior to the Common Stock as to distributions upon Liquidation, pro rata among the holders of the Common Stock and any other shares of capital stock of the Company ranking on a parity with the Common Stock as to distributions upon Liquidation. If upon any Liquidation the assets available for payment of the Liquidation Preference are insufficient to permit the payment to the holders of the Series A Preferred Stock of the full preferential amounts described in this paragraph, then all the remaining available assets shall be distributed among the holders of Series A Preferred Stock, Series B Preferred Stock and Common Stock pro rata based on the number of shares of Common Stock held by each (assuming conversion of all such then outstanding Series A Preferred Stock and Series B Preferred Stock). c. A consolidation or merger pro rata according to the number of this corporation with or into any other corporation or corporations, or a sale, conveyance or disposition of all or substantially all of the assets of this corporation or the effectuation by the corporation of a transaction or series of related transactions in which more than 50% of the voting power of the corporation is disposed of (excluding the issuance of then outstanding shares of Series A Preferred Stock pursuant to held by each holder thereof. A Corporate Transaction, other than an Excluded Corporate Transaction, shall, at the election of the holders of a majority of the Series A Preferred Stock Purchase Agreement and outstanding at the issuance time, constitute a Liquidation. (b) Any securities to be delivered to the holders of the Series B A Preferred Stock pursuant to the Series B Preferred Stock Purchase Agreement), this Section 3 as a consequence of a Liquidation shall be deemed to be a liquidation, dissolution or winding up within the meaning of this Section 2valued at their Fair Market Value.

Liquidation Preference. a. In the event of any liquidation, dissolution or winding up of this corporationliquidation event, either voluntary or involuntary, the holders of Series A Preferred Stock and Series B the Preferred Stock shall be entitled to receivereceive pro rata, prior and in preference to any distribution of any of the assets or surplus funds of this the corporation to the holders of the Common Stock by reason of their ownership thereof, an amount per share equal with respect to the Series B Preferred, the sum of (i) $2.00 4.00 per share for each outstanding share of Series B Preferred then held by them and (ii) an amount equal to all declared but unpaid dividends on the Series B Preferred then held by them, and, with respect to the Series A Preferred, the sum of (i) $1.325 per share for each share of Series A Preferred Stock, (subject to appropriate adjustments for stock splits, stock dividends, combinations or other recapitalizations then held by them and hereafter referred to as the "Original Series A Issue Price"), (ii) $4.43 for each outstanding share of Series B Preferred Stock (subject to appropriate adjustments for stock splits, stock dividends, combinations or other recapitalizations and hereafter referred to as the "Original Series B Issue Price"), and (iii) an amount equal to all declared but unpaid dividends on such share of the Series A Preferred Stock or Series B Preferred Stockthen held by them. If, as applicable. If upon the occurrence of such event, the assets and funds thus distributed among the holders of the Series A Preferred Stock and the Series B Preferred Stock shall be insufficient to permit the payment to such holders of the full aforesaid preferential amounts, then, then the entire assets and funds of the corporation legally available for distribution shall be distributed ratably among the holders of the Series A Preferred Stock and the Series B Preferred Stock in proportion to the aggregate liquidation preferences of preferential amount each such holder would have been entitled to receive pursuant to this Section 3 if such distribution had been sufficient to permit the respective series, and ratably among the holders of that series in proportion to the amount full payment of such stock owned by each such holderpreferential amount. b. After payment has been made to the distributions described in subsection (a) above have been paidholders of the Preferred Stock of the full amounts to which they shall be entitled pursuant to Section 3.a. above, the holders of the Common and Preferred Stock shall be entitled to receive the remaining assets of the corporation available in proportion to the shares of Common Stock then held by them and the shares of Common Stock which they have the right to acquire upon conversion of Preferred Stock until such time as the distributions made to the holders of the Preferred Stock (taken together with all payments made pursuant to Section 3.a. above) equal, with respect to the Series A Preferred, $3.975 per share for distribution each share of Series A Preferred then held by them and, with respect to stockholders shall be the Series B Preferred, $12.00 per share for each share of Series B Preferred then held by them. If, upon the occurrence of such event, the assets and funds thus distributed among the holders of Series A the Preferred Stock shall be insufficient to permit the payment to such holders of the full aforesaid preferential amounts, then the entire remaining assets and funds of the corporation legally available for distribution after payment has been made to the holders of the Preferred Stock of the full amounts to which they shall be entitled pursuant to Section 3.a. above shall be distributed ratably among the holders of the Common and Preferred Stock in proportion to the preferential amount each such holder would have been entitled to receive pursuant to this Section 3 if such distribution had been sufficient to permit the full payment of the preferential amounts under this Section 3.b. to the holders of the Preferred Stock, Series B . c. After payment has been made to the holders of the Preferred Stock of the full amounts to which they shall be entitled pursuant to Sections 3.a. and 3.b. above, the holders of the Common Stock pro rata based on shall be entitled to receive all remaining assets of the number of corporation in proportion to the shares of Common Stock then held by each (assuming conversion of all such Series A Preferred Stock and Series B Preferred Stock)them. c. A consolidation or merger d. For purposes of this corporation with or into any other corporation or corporationsSection 3, or a sale, conveyance or disposition of all or substantially all of the assets of this corporation or the effectuation by the corporation of a transaction or series of related transactions in which more than 50% of the voting power of the corporation is disposed of (excluding the issuance of shares of Series A Preferred Stock pursuant to the Series A Preferred Stock Purchase Agreement and the issuance of Series B Preferred Stock pursuant to the Series B Preferred Stock Purchase Agreement), shall be deemed to be a liquidation, dissolution or winding up within of the meaning corporation shall be deemed to be occasioned by, or to include, the corporation's sale of all or substantially all of its assets or the acquisition of this Section 2corporation by another entity by means of merger or consolidation resulting in the exchange of the outstanding shares of this corporation for securities or consideration issued, or caused to be issued, by the acquiring corporation or its subsidiary in which the shareholders of the corporation are holders of less than 50% of voting power of the surviving corporation. e. Each holder of any outstanding shares of Preferred Stock shall be deemed to have consented, for purposes of Sections 502, 503 and 506 of the California Corporations Code, to distributions made by the corporation in connection with the repurchase of shares of Common issued to or held by employees, directors or consultants of or to the corporation or any of its subsidiaries upon termination of their employment or services pursuant to agreements providing for the right of such repurchase between the corporation and such persons.

Liquidation Preference. a. In the event of any a liquidation, dissolution or winding up (each, a "Dissolution Event") of this corporationthe Corporation, either whether voluntary or involuntary, the holders of Series A Preferred Stock and Series B Preferred Stock shall be entitled to receive, prior and in preference to any distribution of any receive out of the assets of this corporation the Corporation, whether such assets are stated capital or surplus of any nature, an amount equal to $100 per share (the "Liquidation Preference"), plus all dividends accrued and unpaid thereon (whether or not declared) to the date of final distribution to such holders, without interest, and no more, before any payment shall be made or any assets distributed to the holders of Common Stock by reason or any other class or series of their ownership thereof, an amount per share equal the Corporation's capital stock ranking junior as to liquidation rights to the sum of (i) $2.00 for each outstanding share of Series A Preferred Stock; provided, (subject however, that such rights shall accrue to appropriate adjustments for stock splits, stock dividends, combinations or other recapitalizations and hereafter referred to as the "Original Series A Issue Price"), (ii) $4.43 for each outstanding share of Series B Preferred Stock (subject to appropriate adjustments for stock splits, stock dividends, combinations or other recapitalizations and hereafter referred to as the "Original Series B Issue Price"), and (iii) an amount equal to declared but unpaid dividends on such share holders of Series A Preferred Stock or Series B Preferred Stock, as applicable. If upon only in the occurrence event that the Corporation's payments with respect to the liquidation preferences of such event, the assets and funds thus distributed among the holders of capital stock of the Corporation ranking senior as to liquidation rights to the Series A Preferred Stock and (the Series B Preferred Stock shall be insufficient to permit "Senior Liquidation Securities") are fully met. If the payment to such holders assets of the full aforesaid preferential amounts, then, the entire assets and funds of the corporation legally Corporation available for distribution after the liquidation preference of the Senior Liquidation Securities are fully met are not sufficient to pay an amount equal to (A) the Liquidation Preference plus all accrued and unpaid dividends on the Series A Preferred Stock plus (B) the liquidation preference and all accrued and unpaid dividends on any other series of the Corporation's capital stock having liquidation rights that are pari passu with the shares of Series A Preferred Stock (the "Pari Passu Liquidation Securities"), then the assets of the Corporation shall be distributed ratably among the holders of the Series A Preferred Stock and the Series B Preferred Stock Pari Passu Liquidation Securities in proportion to the aggregate liquidation preferences respective preferential amounts to which each is entitled (but only to the extent of such preferential amounts). Neither a consolidation, merger or other business combination of the respective series, and ratably among the holders of that series in proportion to the amount of such stock owned by each such holder. b. After the distributions described in subsection (a) above have been paid, the remaining assets of the corporation available for distribution to stockholders shall be distributed among the holders of Series A Preferred Stock, Series B Preferred Stock and Common Stock pro rata based on the number of shares of Common Stock held by each (assuming conversion of all such Series A Preferred Stock and Series B Preferred Stock). c. A consolidation or merger of this corporation Corporation with or into any other another corporation or corporations, other entity nor a sale or a sale, conveyance or disposition transfer of all or substantially all part of the Corporation's assets of this corporation for cash, securities or the effectuation by the corporation of a transaction or series of related transactions in which more than 50% of the voting power of the corporation is disposed of (excluding the issuance of shares of Series A Preferred Stock pursuant to the Series A Preferred Stock Purchase Agreement and the issuance of Series B Preferred Stock pursuant to the Series B Preferred Stock Purchase Agreement), other property shall be deemed to be considered a liquidation, dissolution or winding up within of the meaning Corporation for purposes of this Section 24 (unless in connection therewith the liquidation of the Corporation is specifically approved). The holder of any shares of Series A Preferred Stock shall not be entitled to receive any payment owed for such shares under this Section 3 until such holder shall cause to be delivered to the Corporation (i) the certificate(s) representing such shares of Series A Preferred Stock and (ii) transfer instrument(s) satisfactory to the Corporation and sufficient to transfer such shares of Series A Preferred Stock to the Corporation free of any adverse interest.

Liquidation Preference. a. In the event of any a liquidation, sale, merger, consolidation, dissolution or winding up of this corporationthe Corporation (collectively, either voluntary or involuntarya “Liquidating Event”), after the holders of any series of Preferred having priority on liquidation superior to that of the Series A Preferred Stock shall have received their respective liquidation preference, the holders of Series A Preferred Stock and Series B Preferred Stock shall be entitled to receive, prior and in preference to any distribution of any out of the assets of this corporation the Corporation available for distribution to its stockholders (whether from capital or surplus) and prior to any payment to the holders of the Common Stock by reason or any series of their ownership thereofPreferred Stock having priority on liquidation junior to that of Series A Preferred Stock, an amount per share equal to the sum of (i) $2.00 for each outstanding 2.01064 per share of Series A Preferred Stock, (subject to appropriate adjustments equitable adjustment for any stock splits, combinations, consolidations, recapitalizations, reorganizations, reclassifications, stock dividendsdistributions, combinations stock dividends or other recapitalizations and hereafter referred similar events with respect to as such shares, multiplied by the "Original Series A Issue Price"), (ii) $4.43 for each outstanding share number of Series B Preferred Stock (subject to appropriate adjustments for stock splits, stock dividends, combinations or other recapitalizations and hereafter referred to as the "Original Series B Issue Price"), and (iii) an amount equal to declared but unpaid dividends on such share shares of Series A Preferred Stock or then outstanding (the “Series B Preferred A Liquidation Preference”), plus all dividends which have been declared on such shares and have theretofore accrued but not been paid. After payment in full of the Series A Liquidation Preference, any assets available for distribution shall be distributed to the holders of the Common Stock, as applicableand the holders of Series A Preferred Stock shall not be entitled to any further participation in the remaining assets of the Corporation. If If, upon the occurrence of any such eventLiquidating Event, the net assets and funds thus distributed among of the Corporation are not sufficient to pay in full the amounts so payable to the holders of Series A Preferred Stock the holders of all shares of the Series A Preferred Stock and the Series B holders of any other series of Preferred Stock shall be insufficient having priority on liquidation pari passu to permit the payment to such holders of the full aforesaid preferential amounts, then, the entire assets and funds of the corporation legally available for distribution shall be distributed ratably among the holders of the Series A Preferred Stock and the Series B Preferred Stock in proportion to the aggregate liquidation preferences of the respective series, and ratably among the holders of that series in proportion to the amount of such stock owned by each such holder. b. After the distributions described in subsection (a) above have been paid, the remaining assets of the corporation available for distribution to stockholders shall be distributed among the holders of Series A Preferred Stock, Series B Preferred Stock and Common Stock pro rata based on the number of shares of Common Stock held by each (assuming conversion of all such Series A Preferred Stock and Series B Preferred Stock). c. A consolidation or merger of this corporation with or into any other corporation or corporations, or a sale, conveyance or disposition of all or substantially all of the assets of this corporation or the effectuation by the corporation of a transaction or series of related transactions in which more than 50% of the voting power of the corporation is disposed of (excluding the issuance of shares of Series A Preferred Stock pursuant shall participate in the distribution of such assets in proportion to the Series A Preferred Stock Purchase Agreement and the issuance of Series B Preferred Stock pursuant to the Series B Preferred Stock Purchase Agreement), shall be deemed to be a liquidation, dissolution or winding up within the meaning of this Section 2their respective liquidation preferences.

Liquidation Preference. a. In the event of Upon any liquidation, dissolution liquidation or winding up of this corporation, either voluntary or involuntarythe Company (a “Liquidation”), the holders of Series A Preferred Stock and Series B Preferred Stock shall will be entitled to receive, prior and receive in preference to any distribution of any other class or series of the assets of this corporation to Company’s equity securities the holders of Common Stock by reason of their ownership thereof, an amount per share equal to the sum greater of (i) $2.00 for each outstanding share of Series A Preferred Stock, (subject to appropriate adjustments for stock splits, stock dividends, combinations or other recapitalizations and hereafter referred to as the "Original Series A Issue Price"), (ii) $4.43 for each outstanding share of Series B Preferred Stock (subject to appropriate adjustments for stock splits, stock dividends, combinations or other recapitalizations and hereafter referred to as the "Original Series B Issue Price"), and (iii) an amount equal to declared but unpaid dividends on such share of Series A Preferred Stock or Series B Preferred Stock, as applicable. If upon the occurrence of such event, the assets and funds thus distributed among the holders stated value of the Series A Preferred Stock plus accrued and the Series B Preferred Stock shall unpaid dividends and (ii) what would be insufficient to permit the payment to such holders of the full aforesaid preferential amounts, then, the entire assets and funds of the corporation legally available for distribution shall be distributed ratably among the holders of paid if the Series A Preferred Stock plus accrued and the Series B Preferred Stock in proportion to the aggregate liquidation preferences of the respective series, and ratably among the holders of that series in proportion to the amount of such stock owned by each such holder. b. After the distributions described in subsection (a) above have unpaid dividends had been paid, the remaining assets of the corporation available for distribution to stockholders shall be distributed among the holders of Series A Preferred converted into Common Stock, Series B Preferred Stock and Common Stock pro rata based on the number of shares of Common Stock held by each (assuming conversion of all such Series A Preferred Stock and Series B Preferred Stock). c. . A consolidation or merger of this corporation with the Company or into any other corporation sale or corporations, or a sale, conveyance or disposition transfer of all or substantially all of its assets, or any transaction which results in the assets stockholders of this corporation the Company owning less than 50% of the equity or voting power of the effectuation by surviving entity (excluding the corporation issuance of a Common Stock in any financing transaction or series of related transactions in which unless more than 50% of the voting power Company’s shares are issued to one stockholder or a number of stockholders who act as a one group shall be deemed a Liquidation (a “Deemed Liquidation”) with respect to the corporation is disposed of (excluding the issuance of shares of Series A Preferred Stock pursuant of any holder who opts to have such occurrence treated as a Deemed Liquidation; provided that if the liquidation preference payable on a Deemed Liquidation is less than 110% of the stated value of the Series A Preferred Stock, the dividend rate on any accrued and unpaid dividends payable with respect to such Deemed Liquidation will increase to 10%. All liquidation preferences payable in respect of a Deemed Liquidation will be payable in shares of Common Stock Purchase Agreement and based on the issuance closing price of Series B Preferred the Common Stock pursuant to on the Series B Preferred Stock Purchase Agreement), shall be deemed to be a liquidation, dissolution or winding up within the meaning date of this Section 2such Deemed Liquidation.

Liquidation Preference. a. (a) In the event of any liquidation, dissolution or winding up of this corporation, either voluntary or involuntary, subject to the rights of the Senior Preferred Stock and the rights of series of Preferred Stock that may from time to time come into existence in accordance with and subject to the terms hereof, including, without limitation, Section 8(b) hereof, the holders of Series A Preferred Stock and Series B Preferred Stock shall be entitled to receivereceive after any distribution with respect to Senior Preferred Stock and, prior and in preference to any distribution of any of the assets of this corporation to the holders of Common Stock any Junior Securities by reason of their ownership thereof, an amount per share (the "Liquidation Preference") equal to the sum of (i) [$2.00 8.4746]/1/ for each outstanding share of Series A Preferred Stock, Stock (subject to appropriate adjustments for stock splits, stock dividends, combinations or other recapitalizations and hereafter referred to as the "Original Series A Issue Price"), ) and (ii) $4.43 for each outstanding accrued but unpaid dividends on such share of Series B Preferred Stock (subject to appropriate adjustments adjustment of such fixed dollar amounts for any stock splits, stock dividends, combinations combinations, recapitalizations or other recapitalizations and hereafter referred to as the "Original Series B Issue Price"like), and (iii) an amount equal to declared but unpaid dividends on such share of Series A Preferred Stock or Series B Preferred Stock, as applicable. If upon the occurrence of such event, the assets and funds thus distributed among the holders of the Series A Preferred Stock and the Series B Preferred Stock shall be insufficient to permit the payment to such holders of the full aforesaid preferential amountsamounts to which the holders of the Series A Preferred Stock and Series B Preferred Stock are entitled, then, the entire assets and funds of the this corporation legally available for distribution shall be distributed ratably among the holders of the Series A Preferred Stock and the Series B Preferred Stock in proportion to the aggregate liquidation preferences amount payable to such holders. If the Corporation issues the Series B Preferred Stock in accordance with the Merger Agreement, the Series A Preferred Stock and the Series B Preferred Stock shall rank pari passu with respect to distributions on liquidation. (b) Upon completion of the respective series, and ratably among the holders of that series in proportion to the amount of such stock owned distribution required by each such holder. b. After the distributions described in subsection (a) above have been paidof this Section 4, all of the remaining assets of the this corporation available for distribution to stockholders shall be distributed among the holders of Series A Preferred Stock, Series B Preferred Stock and Common Stock pro rata based on the number of shares of Common Stock held by each (assuming conversion of all such Series A Preferred Stock and Series B Preferred Stock)each. c. A consolidation or merger of this corporation with or into any other corporation or corporations, or a sale, conveyance or disposition of all or substantially all of the assets of this corporation or the effectuation by the corporation of a transaction or series of related transactions in which more than 50% of the voting power of the corporation is disposed of (excluding the issuance of shares of Series A Preferred Stock pursuant to the Series A Preferred Stock Purchase Agreement and the issuance of Series B Preferred Stock pursuant to the Series B Preferred Stock Purchase Agreement), shall be deemed to be a liquidation, dissolution or winding up within the meaning of this Section 2.

Liquidation Preference. a. (A) In the event of any voluntary or involuntary liquidation, dissolution or winding up of this corporationthe affairs of the Company, either voluntary and before any distribution or involuntarypayment shall be made to the holders of Common Shares or Series B Preferred Stock, the holders of Series A Preferred Stock and Series B Preferred Stock shall be entitled to receive, prior and in preference to any distribution of any be paid out of the assets of this corporation the Company available for distribution to the holders of Common Stock by reason of their ownership thereof, its shareholders an amount per share in cash equal to the sum of (i) $2.00 stated value thereof for each outstanding share of Series A Preferred Stock, (subject to appropriate adjustments for stock splits, stock dividends, combinations or other recapitalizations and hereafter referred to as the "Original Series A Issue Price"), (ii) $4.43 for each outstanding share of Series B Preferred Stock (subject to appropriate adjustments for stock splits, stock dividends, combinations or other recapitalizations and hereafter referred to as the "Original Series B Issue Price"), and (iii) an amount equal to declared but unpaid dividends on such share of Series A Preferred Stock or outstanding along with imputed accrued preferential dividends as stated below (hereafter “Liquidation Preference”). (B) If the assets of the Company available for distribution to its shareholders are insufficient to pay the holders of shares of Series B A Preferred StockStock the full amount of the Liquidation Preference to which they are entitled, as applicable. If upon then the occurrence holders of such event, shares shall share ratably in any distribution of assets according to the assets and funds thus distributed among amounts which would be payable with respect to the shares of Series A Preferred Stock held by them upon such distribution if all amounts payable on or with respect to said shares were paid in full. (C) After the payment of the Liquidation Preference is made in full to the holders of the Series A Preferred Stock and or the funds necessary for such payment have been set aside by the Company in a trust account for the holders of Series B A Preferred Stock shall so as to be insufficient to permit the payment to such holders of the full aforesaid preferential amounts, then, the entire assets and funds of the corporation legally available for distribution shall be distributed ratably among such payments, the holders of the Series A Preferred Stock and shall be entitled to no further participation in the Series B Preferred Stock in proportion to the aggregate liquidation preferences distribution of the respective seriesassets of the Company, and ratably among the holders of that series in proportion to the amount of such stock owned by each such holder. b. After the distributions described in subsection (a) above have been paid, the remaining assets of the corporation Company legally available for distribution to stockholders its shareholders shall be distributed among the holders of Series A Preferred Stock, Series B Preferred Stock and Common Stock pro rata based on the number of shares of Common Stock held by each (assuming conversion of all such Series A Preferred Stock and Series B Preferred Stock). c. A consolidation or merger of this corporation with or into any other corporation or corporations, or a sale, conveyance or disposition of all or substantially all of the assets of this corporation or the effectuation by the corporation of a transaction classes or series of related transactions in which more than 50% securities of the voting power of the corporation is disposed of (excluding the issuance of shares of Series A Preferred Stock pursuant to the Series A Preferred Stock Purchase Agreement and the issuance of Series B Preferred Stock pursuant to the Series B Preferred Stock Purchase Agreement), shall be deemed to be a liquidation, dissolution or winding up within the meaning of this Section 2Company in accordance with their respective terms.

Liquidation Preference. a. The holders of the Series B Preferred Stock shall be entitled to a liquidation preference as follows: (a) In the event of any liquidation, dissolution or winding up of this corporationthe Corporation, either whether voluntary or involuntary, the holders of Series A Preferred Stock and the Series B Preferred Stock shall be entitled to receive, prior and in preference to any distribution of any of the assets or surplus funds of this corporation the Corporation to the holders of the Common Stock by reason of their ownership thereof, an amount per share equal to thereof and on parity with the sum holders of (i) $2.00 for each outstanding share of the Series A Preferred Stock, (subject to appropriate adjustments for stock splits, stock dividends, combinations or other recapitalizations and hereafter referred to as the "Original Series A Issue Price"), (ii) amount of $4.43 for each outstanding 10,000 per share of Series B Preferred Stock (subject to appropriate adjustments as adjusted for stock splits, any stock dividends, combinations or other recapitalizations and hereafter referred splits with respect to as the "Original Series B Issue Price"such shares), and (iii) an amount equal to declared but unpaid dividends on such share of Series A Preferred Stock or Series B Preferred Stock, as applicable. If upon the occurrence of such event, the assets and funds thus distributed among the holders of the Series A Preferred Stock and the Series B Preferred Stock shall be insufficient to permit the payment to such holders of the full aforesaid preferential amountsamount, then, then the entire assets and funds of the corporation Corporation legally available for distribution shall be distributed ratably among the holders of the Series A Preferred Stock and the Series B Preferred Stock in proportion to the aggregate liquidation preferences of the respective series, and ratably among preferential amount each such holder is otherwise entitled to receive. (b) After payment to the holders of that series in proportion to the amount of such stock owned by each such holder. b. After the distributions described in subsection (a) above have been paid, the remaining assets of the corporation available for distribution to stockholders shall be distributed among the holders of Series A Preferred Stock, Series B Preferred Stock and Common Stock pro rata based on the number of shares of Common Stock held by each (assuming conversion of all such Series A Preferred Stock and Series B Preferred Stock). c. A consolidation or merger of this corporation with or into any other corporation or corporations, or a sale, conveyance or disposition of all or substantially all Stock of the amounts set forth in Section 5(a) hereof, the entire remaining assets of this corporation or the effectuation by the corporation of a transaction or series of related transactions in which more than 50% and funds of the voting power of the corporation is disposed of (excluding the issuance of shares of Series A Preferred Stock pursuant to the Series A Preferred Stock Purchase Agreement and the issuance of Series B Preferred Stock pursuant to the Series B Preferred Stock Purchase Agreement)Corporation legally available for distribution, if any, shall be deemed distributed among the holders of the Common Stock in proportion to be a liquidation, dissolution or winding up within the meaning shares of Common Stock then held by them. (c) Whenever the distribution provided for in this Section 25 shall be payable in securities or property other than cash, the value of such distribution shall be the fair market value of such securities or other property as determined in good faith by the Board.

Liquidation Preference. a. In the event of an involuntary or voluntary liquidation or dissolution of the Corporation at any liquidation, dissolution or winding up of this corporation, either voluntary or involuntarytime, the holders of Series A Preferred Stock and shares of Series B Preferred Stock shall be entitled to receive, prior and in preference to any distribution of any receive out of the assets of this corporation to the holders of Common Stock by reason of their ownership thereofCorporation, an amount per share of Series B Preferred Stock equal to the Liquidation Amount of the Series B Preferred Stock. The "LIQUIDATION AMOUNT" per share of Series B Preferred Stock as of any date shall be equal to the sum of $1,000 (ithe "BASE AMOUNT") $2.00 for each outstanding share of Series A Preferred Stock, (subject appropriately adjusted to appropriate adjustments for reflect stock splits, stock dividends, combinations or other recapitalizations reorganizations, consolidations and similar changes hereafter referred effected and relating to as the "Original Series A Issue Price"), (ii) $4.43 for each outstanding share of Series B Preferred Stock Stock) plus an amount (subject calculated on the basis of a 365-day year and actual days elapsed to appropriate adjustments for payment) equal to 8.5% per annum of the Base Amount (as such Base Amount may be adjusted to reflect stock splits, stock dividends, combinations or other recapitalizations reorganizations, consolidations and similar changes hereafter referred to as effected), which shall accrue commencing with the "Original date of issue of the Series B Issue Price")Preferred Stock. Notwithstanding the foregoing, and (iii) in the event of either an amount equal involuntary or a voluntary liquidation or dissolution of the Corporation, payment shall be made first to declared but unpaid dividends on such share the holders of shares of Series A Preferred Stock in the amounts set forth in the Corporation's Articles of Incorporation before any payment of the Liquidation Amount shall be made or any assets distributed to the holders of the Series B Preferred Stock, as applicableCommon Stock or any other class or series of capital stock of the Corporation ranking junior to the Series A Preferred Stock. If upon the occurrence of such event, the assets and funds thus distributed among all amounts payable to the holders of the Series A Preferred Stock and pursuant to the Corporation's Articles of Incorporation have been paid, then payment in the amounts herein fixed shall be made to the holders of the Series B Preferred Stock before payment shall be insufficient made or any assets distributed to permit the payment to such holders of the full aforesaid preferential amounts, then, the entire assets and funds Common Stock or any other class or series of capital stock of the corporation legally Corporation ranking junior to the Series B Preferred Stock with respect to payment upon dissolution or liquidation of the Corporation. If upon any liquidation or dissolution of the Corporation the assets available for distribution shall be distributed ratably among insufficient to pay the holders of the all outstanding shares of Series A B Preferred Stock and any other class or series of capital stock ranking on a parity with the Series B Preferred Stock in proportion as to the aggregate payments upon dissolution or liquidation preferences of the respective seriesCorporation the full amounts to which they respectively shall be entitled, and ratably among then such assets or the holders of that series in proportion to the amount of such stock owned by each such holder. b. After the distributions described in subsection (a) above have been paid, the remaining assets of the corporation available for distribution to stockholders proceeds thereof shall be distributed among such holders ratably in accordance with the holders respective amounts which would be payable on such shares if all amounts payable thereon were paid in full. At any time, in the event of Series A Preferred Stockthe merger, Series B Preferred Stock and Common Stock pro rata based on the number of shares of Common Stock held by each (assuming conversion of all such Series A Preferred Stock and Series B Preferred Stock). c. A consolidation or merger reorganization of this corporation the Corporation with or into any other corporation entity or corporationsentities (in which merger, consolidation or reorganization any shareholders of the Corporation receive distributions of cash, securities or other property), or a the sale, conveyance transfer or other disposition of all or substantially all of the assets of this corporation the Corporation, or a series of related similar such transactions, then such transactions shall be deemed, for purposes of determining the effectuation amounts to be received by the corporation holders of a transaction the Series B Preferred Stock in any such transaction, and for purposes of determining the priority of receipt of such amounts as between the holders of the Series B Preferred Stock and the holders of other classes or series of related transactions capital stock, to be a liquidation or dissolution of the Corporation; provided, however, the foregoing shall not apply to (i) any transaction as to which the holders of a majority of the outstanding Series B Preferred Stock shall have waived by affirmative vote or written consent the application of this paragraph; and (ii) any merger or consolidation with an affiliate of the Corporation the sole purpose of which is to change the Corporation's domicile solely within the United States and in which more than 50% holders of capital stock exchange such securities for a pro rata amount of substantially identical securities of a successor corporation. Nothing hereinabove set forth shall affect in any way the voting power right of the corporation is disposed of (excluding the issuance each holder of shares of Series A Preferred Stock pursuant to the Series A Preferred Stock Purchase Agreement and the issuance of Series B Preferred Stock pursuant to the Series B Preferred Stock Purchase Agreement), shall be deemed to be a liquidation, dissolution or winding up within the meaning of this Section 2convert such shares in accordance with paragraph (E) below.

Liquidation Preference. a. In the event of any liquidation, dissolution or dissolution, winding up or Change of this corporationControl (as defined below) of the Company (a “Liquidation Event”), either voluntary or involuntary, the holders of the Series A D Preferred Stock and Series B Preferred Stock shall will be entitled to receive, prior and in preference to any distribution of any of the assets of this corporation subordinated to the holders liquidation preferences of Common Stock by reason of their ownership thereof, an amount per share equal to the sum of (i) $2.00 for each outstanding share of Series A Preferred Stock, (subject to appropriate adjustments for stock splits, stock dividends, combinations or other recapitalizations and hereafter referred to as the "Original Series A Issue Price"), (ii) $4.43 for each outstanding share of Series B Preferred Stock (subject to appropriate adjustments for stock splits, stock dividends, combinations or other recapitalizations and hereafter referred to as the "Original Series B Issue Price"), and (iii) an amount equal to declared but unpaid dividends on such share of Series A Preferred Stock or Series B Preferred Stock, as applicable. If upon the occurrence of such event, the assets and funds thus distributed among the holders of the Series A Preferred Stock and the Series B Preferred Stock shall be insufficient to permit the payment to such holders of the full aforesaid preferential amounts, then, the entire assets and funds of the corporation legally available for distribution shall be distributed ratably among the holders of the Series A Preferred Stock and the Series B Preferred Stock in proportion to the aggregate liquidation preferences of the respective series, and ratably among the holders of that series in proportion to the amount of such stock owned by each such holder. b. After the distributions described in subsection (a) above have been paid, the remaining assets of the corporation available for distribution to stockholders shall be distributed among the holders of Series A Company’s 6% Convertible Preferred Stock, Series B Preferred Stock and Common Series C Preferred Stock pro rata based on but will be entitled to receive, in preference to the number of shares holders of Common Stock Stock, an amount for each share of Series D Preferred (the “Liquidation Amount”) equal to the Original Purchase Price plus the accrued and unpaid Liquidation Preference Accrual as if such holder had held by each (assuming conversion the Series D Preferred until the Redemption Date. If, after payment of all such the full amount of the liquidation preferences of the holders of the 6% Convertible Preferred Stock, Series A B Preferred Stock and Series B C Preferred Stock). c. A consolidation or merger of this corporation with or into any other corporation or corporations, or a sale, conveyance or disposition of all or substantially all of the assets of this corporation or the effectuation Company are insufficient to permit payment of the full Liquidation Amount to all holders of Series D Preferred, then the available assets will be distributed ratably to the holders of the Series D Preferred in proportion to the Liquidation Amount each such holder would otherwise be entitled to receive. In addition, upon the occurrence of a Liquidation Event, the accrued and unaccrued Exercise Price Accrual (reduced by any amounts applied by the corporation of a transaction or series of related transactions in which more than 50% holder to the payment of the voting power exercise price in conjunction with any Warrants exercised by such holder prior to the date of the corporation is disposed Liquidation Event) will be credited for the account of (excluding the issuance of shares each holder of Series A D Preferred Stock pursuant to as if such holder had held the Series A D Preferred Stock Purchase Agreement and until the issuance of Series B Preferred Stock pursuant to the Series B Preferred Stock Purchase Agreement), shall be deemed to be a liquidation, dissolution or winding up within the meaning of this Section 2Redemption Date.

Liquidation Preference. a. (a) In the event of any liquidation, dissolution or winding up of this corporationthe Corporation, either whether voluntary or involuntary, including, but not limited to, liquidation following the sale or disposition of all or substantially all of the Corporation’s assets, the holders of the Series A Preferred Stock and Series B Preferred Stock shall be entitled to receive, prior and in preference to any distribution of any of the assets or surplus funds of this corporation the Corporation to the holders of the Common Stock by reason of their ownership thereof, an amount per share equal to the sum of (i) $2.00 following: for each outstanding share of Series A Preferred Stock, an amount of $100.00 per share (subject to appropriate adjustments as adjusted for stock splits, any stock dividends, combinations or other recapitalizations and hereafter referred splits with respect to as the "Original Series A Issue Price"such shares), (ii) $4.43 for each outstanding share of Series B Preferred Stock (subject to appropriate adjustments for stock splits, stock dividends, combinations or other recapitalizations and hereafter referred to as the "Original Series B Issue Price"), and (iii) an amount equal to declared but unpaid dividends on such share of Series A Preferred Stock or then held by holders of Series B A Preferred Stock, as applicable. If upon the occurrence of such event, the assets and funds thus distributed among the holders of the Series A Preferred Stock and the Series B Preferred Stock shall be insufficient to permit the payment to such holders of the full aforesaid preferential amountsamount, then, then the entire assets and funds of the corporation Corporation legally available for distribution shall be distributed ratably among the holders of the Series A Preferred Stock and the Series B Preferred Stock in proportion to the aggregate liquidation preferences of the respective series, and ratably among preferential amount each such holder is otherwise entitled to receive. (b) After payment to the holders of that series the Series A Preferred Stock of the amounts set forth in proportion to the amount of such stock owned by each such holder. b. After the distributions described in subsection (aSection 4(a) above have been paidabove, the entire remaining assets and funds of the corporation Corporation legally available for distribution to stockholders distribution, if any, shall be distributed among the holders of the Common Stock and the Series A Preferred Stock, Series B Preferred Stock and Common Stock pro rata based on in proportion to the number of shares of Common Stock then held by each (assuming them and the shares of Common Stock which they then have the right to acquire upon conversion of all such Series A Preferred Stock and Series B Preferred Stock). c. A consolidation or merger of this corporation with or into any other corporation or corporations, or a sale, conveyance or disposition of all or substantially all of the assets of this corporation or the effectuation by the corporation of a transaction or series of related transactions in which more than 50% of the voting power of the corporation is disposed of (excluding the issuance of shares of Series A Preferred Stock pursuant to then held by them. (c) Whenever the Series A Preferred Stock Purchase Agreement and distribution provided for in this Section 4 shall be payable in securities or property other than cash, the issuance value of Series B Preferred Stock pursuant to such distribution shall be the Series B Preferred Stock Purchase Agreement)fair market value of such securities or other property as determined in good faith by the Board of Directors, as follows: (i) if traded on a national securities exchange or the NASDAQ National Market System, the value shall be deemed to be the average of the closing prices of the securities on such exchange over the thirty-day period ending three days prior to the closing; (ii) if quoted for trading on an over-the-counter electronic quotation system, the value shall be deemed to be the average of the closing bid or sale prices (whichever is applicable) over the thirty-day period ending three days prior to the closing; and (iii) if there is no active public market, the value shall be the fair market value thereof, as mutually determined by the Corporation and the holders of at least a liquidation, dissolution or winding up within majority of the meaning voting power of this Section 2all then outstanding shares of Series A Preferred Stock.

Liquidation Preference. a. (a) In the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation, the holders of shares of Preferred Stock Series A-1 then outstanding shall be entitled to be paid out of the assets of the Corporation available for distribution to its shareholders an amount in cash equal to the Stated Value for each share outstanding, plus (i) an amount in cash equal to all accrued but unpaid dividends thereon to the date fixed for liquidation; and (ii) an amount equal to the pro rata portion of the assets of the Corporation remaining for distribution to the holders of the Common Stock determined on an as- if-converted into Common Stock basis (determined without regard to any limitation on the convertability of the Preferred Stock Series A-1 as a result of the number of authorized and unissued shares of Common Stock), before any payment shall be made or any assets distributed to the holders of any of the Junior Securities. No full preferential payment on account of any liquidation, dissolution or winding up of this corporationthe Corporation, either whether voluntary or involuntary, the holders of Series A Preferred Stock and Series B Preferred Stock shall be entitled to receive, prior and in preference to any distribution of any of the assets of this corporation made to the holders of Common any class of Equivalent Securities (as hereinafter defined) unless there shall likewise be paid at the same time to holders of Preferred Stock by reason Series A-1 the full amounts to which such holders are entitled with respect to such distribution. If the assets of their ownership thereof, an amount per share equal the Corporation are not sufficient to pay in full the liquidation payments payable to the sum holders of outstanding shares of Preferred Stock Series A-1 and outstanding shares of Equivalent Securities, then the holders of all such shares shall share ratably in such distribution of assets in accordance with the full respective preferential amounts that would be payable on such shares of Preferred Stock Series A-1 and such shares of Equivalent Securities if all amounts payable thereon were paid in full. (b) For the purposes of this Section 4, (i) $2.00 the voluntary sale, conveyance, exchange or transfer (for each outstanding share cash, shares of Series A Preferred Stockstock, (subject to appropriate adjustments for stock splits, stock dividends, combinations securities or other recapitalizations and hereafter referred to as the "Original Series A Issue Price"), (iiconsideration) $4.43 for each outstanding share of Series B Preferred Stock (subject to appropriate adjustments for stock splits, stock dividends, combinations or other recapitalizations and hereafter referred to as the "Original Series B Issue Price"), and (iii) an amount equal to declared but unpaid dividends on such share of Series A Preferred Stock or Series B Preferred Stock, as applicable. If upon the occurrence of such event, the assets and funds thus distributed among the holders of the Series A Preferred Stock and the Series B Preferred Stock shall be insufficient to permit the payment to such holders of the full aforesaid preferential amounts, then, the entire assets and funds of the corporation legally available for distribution shall be distributed ratably among the holders of the Series A Preferred Stock and the Series B Preferred Stock in proportion to the aggregate liquidation preferences of the respective series, and ratably among the holders of that series in proportion to the amount of such stock owned by each such holder. b. After the distributions described in subsection (a) above have been paid, the remaining assets of the corporation available for distribution to stockholders shall be distributed among the holders of Series A Preferred Stock, Series B Preferred Stock and Common Stock pro rata based on the number of shares of Common Stock held by each (assuming conversion of all such Series A Preferred Stock and Series B Preferred Stock). c. A consolidation or merger of this corporation with or into any other corporation or corporations, or a sale, conveyance or disposition of all or substantially all of the property or assets of this corporation the Corporation (unless and until such sale, conveyance, exchange or the effectuation transfer is followed by the corporation of a transaction or series of related transactions in which more than 50% dissolution of the voting power of the corporation is disposed of (excluding the issuance of shares of Series A Preferred Stock Corporation pursuant to the Series A Preferred Stock Purchase Agreement and WBCA (the issuance "WBCA")); or (ii) the consolidation or merger of Series B Preferred Stock pursuant to the Series B Preferred Stock Purchase Agreement)Corporation with one or more other companies or entities, shall not be deemed to be a liquidation, dissolution or winding up within the meaning of this Section 2up, voluntary or involuntary.

Liquidation Preference. a. In the event of any a liquidation, dissolution or winding up of this corporationthe Company, either whether voluntary or involuntaryinvoluntary (a "Liquidation"), the holders of the Series B Preferred Stock then outstanding shall be entitled to receive out of the available assets of the Company, whether such assets are stated capital or surplus of any nature, an amount on such date equal to $[insert original per share purchase price] per share of Series B Preferred Stock plus the amount of any accrued and unpaid Base Dividends as of such date, calculated pursuant to Section 2 and any declared but unpaid Additional Dividends as of such date (collectively, the "Liquidation Preference"). Such payment shall be made before any payment shall be made or any assets distributed to the holders of any class or series of the Common Stock, the holders of the Series A 6% Convertible Preferred Stock and or any other class or series of the Company's capital stock ranking junior as to liquidation rights to the Series B Preferred Stock. After the Liquidation Preference has been paid in full pursuant to this Section 3, the holders of the Series A 6% Convertible Preferred Stock shall be entitled to receive, prior and receive their liquidation preference as set forth in preference the First Amendment to any distribution the Certificate of any Designation of the assets of this corporation Series A 6% Convertible Preferred Stock. Following payment, first, to the holders of the Series B Preferred Stock of the full preferential amounts described in the first sentence of this Section 3 and, second, to the holders of the Series A 6% Convertible Preferred Stock of the full preferential amounts described in the First Amendment to the Certificate of Designation of the Series A 6% Convertible Preferred Stock, the remaining assets (if any) of the Company available for distribution to stockholders of the Company shall be distributed, subject to the rights of the holders of shares of any other series of Preferred Stock ranking prior to the Common Stock by reason of their ownership thereofas to distributions upon Liquidation, an amount per share equal to the sum of pro rata among (i) $2.00 for each the holders of the then outstanding share of Series A Preferred Stock, (subject to appropriate adjustments for stock splits, stock dividends, combinations or other recapitalizations and hereafter referred to as the "Original Series A Issue Price"), (ii) $4.43 for each outstanding share shares of Series B Preferred Stock (subject to appropriate adjustments for stock splits, stock dividends, combinations or other recapitalizations and hereafter referred to as the "Original Series B Issue Price"), and (iii) an amount equal to declared but unpaid dividends on such share of Series A Preferred Stock or Series B Preferred Stock, as applicable. If upon the occurrence of such event, the assets and funds thus distributed among the holders of the Series A Preferred Stock and if the Series B Preferred Stock shall be had been converted into Common Stock as of the date immediately prior to the date fixed for determination of stockholders entitled to receive such distribution) and (ii) the holders of the Common Stock and any other shares of capital stock of the Company ranking on a parity with the Common Stock as to distributions upon Liquidation. If upon any Liquidation the assets available for payment of the Liquidation Preference are insufficient to permit the payment to such holders of the full aforesaid preferential amounts, then, the entire assets and funds of the corporation legally available for distribution shall be distributed ratably among the holders of the Series A Preferred Stock and the Series B Preferred Stock in proportion to the aggregate liquidation preferences of the respective series, and ratably among the holders of that series in proportion to the amount of such stock owned by each such holder. b. After the distributions full preferential amounts described in subsection (a) above have been paidthis paragraph, then all the remaining available assets of the corporation available for distribution to stockholders shall be distributed among the holders of Series A Preferred Stock, the then outstanding Series B Preferred Stock and Common Stock pro rata based on according to the number of then outstanding shares of Common Stock held by each (assuming conversion of all such Series A Preferred Stock and Series B Preferred Stock). c. A consolidation or merger of this corporation with or into any other corporation or corporations, or a sale, conveyance or disposition of all or substantially all of the assets of this corporation or the effectuation by the corporation of a transaction or series of related transactions in which more than 50% of the voting power of the corporation is disposed of (excluding the issuance of shares of Series A Preferred Stock pursuant to the Series A Preferred Stock Purchase Agreement and the issuance of Series B Preferred Stock pursuant to held by each holder thereof. A Corporate Transaction (as hereinafter defined), shall at the election of the holders of a majority of the Series B Preferred Stock Purchase Agreement), shall be deemed to be outstanding at the time constitute a liquidation, dissolution or winding up within the meaning Liquidation for purposes of this Section 23, other than an Excluded Corporate Transaction.

Liquidation Preference. a. In the event of our voluntary or involuntary liquidation, dissolution or winding up, the holders of shares of Series A Term Preferred Stock will be entitled to be paid, out of our assets legally available for distribution to our stockholders, a liquidation preference of $25.00 per share, plus an amount equal to any accumulated and unpaid dividends to, but excluding, the date of payment, but without interest, before any distribution of assets is made to holders of our common stock or any other class or series of our capital stock that ranks junior to the Series A Term Preferred Stock as to liquidation rights. If our assets legally available for distribution to stockholders are insufficient to pay in full the liquidation preference on the Series A Term Preferred Stock and the liquidation preference on any shares of preferred stock equal in rank with the Series A Term Preferred Stock, all assets distributed to the holders of the Series A Term Preferred Stock and any other series of preferred stock equal in rank with the Series A Term Preferred Stock will be distributed ratably so that the amount of assets distributed per share of Series A Term Preferred Stock and such other series of preferred stock equal in rank with the Series A Term Preferred Stock shall in all cases bear to each other the same ratio that the liquidation preference per share on the Series A Term Preferred Stock and on such other series of preferred stock bear to each other. Written notice of any such liquidation, dissolution or winding up of this corporationthe Company, either voluntary stating the payment date or involuntarydates when, and the place or places where, the amounts distributable in such circumstances shall be payable, shall be given by first class mail, postage pre-paid, not less than 30 nor more than 60 days prior to the payment date stated therein, to each record holder of the Series A Term Preferred Stock at the respective addresses of such holders as the same shall appear on the stock transfer records of the Company. After payment of the full amount of the liquidation preference, plus any accumulated and unpaid dividends to which they are entitled, the holders of Series A Term Preferred Stock and will have no right or claim to any of our remaining assets. If we convert into or consolidate or merge with or into any other corporation, trust or entity, effect a statutory share exchange or sell, lease, transfer or convey all or substantially all of our property or business, we will not be deemed to have liquidated, dissolved or wound up. The Series B A Term Preferred Stock shall be entitled to receiveranks, prior and in preference to any distribution of any of the assets of this corporation with respect to the holders payment of Common Stock by reason dividends and amounts upon our liquidation,winding-up or dissolution: • senior to all classes or series of their ownership thereof, an amount per share equal our common stock and any future class or series of our capital stock expressly designated as ranking junior to the sum of (i) $2.00 for each outstanding share of Series A Preferred Stock, (subject to appropriate adjustments for stock splits, stock dividends, combinations or other recapitalizations and hereafter referred to as the "Original Series A Issue Price"), (ii) $4.43 for each outstanding share of Series B Term Preferred Stock (subject with respect to appropriate adjustments for stock splitsdividend rights or rights upon liquidation, stock dividends, combinations dissolution or other recapitalizations and hereafter referred to as the "Original Series B Issue Price"), and (iii) an amount equal to declared but unpaid dividends winding up; • on such share of Series A Preferred Stock or parity with our Series B Preferred Stock, as applicable. If upon the occurrence of such event, the assets and funds thus distributed among the holders of the our Series A C Preferred Stock and the Series B Preferred Stock shall be insufficient to permit the payment to such holders of the full aforesaid preferential amounts, then, the entire assets and funds of the corporation legally available for distribution shall be distributed ratably among the holders of the Series A Preferred Stock and the Series B Preferred Stock in proportion to the aggregate liquidation preferences of the respective series, and ratably among the holders of that series in proportion to the amount of such stock owned by each such holder. b. After the distributions described in subsection (a) above have been paid, the remaining assets of the corporation available for distribution to stockholders shall be distributed among the holders of Series A Preferred Stock, Series B Preferred Stock and Common Stock pro rata based on the number of shares of Common Stock held by each (assuming conversion of all such Series A Preferred Stock and Series B Preferred Stock). c. A consolidation or merger of this corporation with or into any other corporation or corporations, or a sale, conveyance or disposition of all or substantially all of the assets of this corporation or the effectuation by the corporation of a transaction future class or series of related transactions in which more than 50% of the voting power of the corporation is disposed of (excluding the issuance of shares of our capital stock expressly designated as ranking on parity with our Series A Term Preferred Stock pursuant with respect to the Series A Preferred Stock Purchase Agreement dividend rights and the issuance of Series B Preferred Stock pursuant to the Series B Preferred Stock Purchase Agreement), shall be deemed to be a rights upon liquidation, dissolution or winding up within up; • junior to any future class or series of our capital stock expressly designated as ranking senior to the meaning Series A Term Preferred Stock with respect to dividend rights or rights upon liquidation, dissolution or winding up, none of this Section 2which exists on the date hereof; and • junior to all of our existing and future indebtedness.

Liquidation Preference. a. In (a) Upon any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation, the holders of the Series G Preferred Stock are entitled to be paid out of the assets of the Corporation legally available for distribution to its stockholders a liquidation preference of (x) $25 per share (the “Base Liquidation Preference”) in cash or property at its fair market value as determined by the Board of Directors, or (y) in the event the Corporation shall be a party to a Transaction, as defined in subparagraph 8(e), prior to June 30, 2010 in which a majority of the Common Stock of the Corporation is converted into the right to receive cash, property or other consideration at a price, or having a fair market value, as determined by the Board of Directors, per share, of less than 105% of the Conversion Price in effect at the time of any such Transaction, $26.25 per share in cash or property at its fair market value, as determined by the Board of Directors (the “Stepped Up Liquidation Preference”), plus in each case, an amount equal to any accrued and unpaid dividends to the date of payment, but without interest, before any distribution of assets is made to holders of the Corporation’s Common Stock or any other equity securities of the Corporation that rank junior to the Series G Preferred Stock as to liquidation rights. Notwithstanding the foregoing, unless the Corporation is a party to a Transaction prior to June 30, 2010, the liquidation preference on or after June 30, 2010 shall be the Base Liquidation Preference plus an amount equal to the accrued and unpaid dividends to the date of payment, but without interest, before any distribution of assets is made to holders of the Corporation’s Common Stock or any other equity securities of the Corporation that rank junior to the Series G Preferred Stock as to liquidation rights. The Corporation will promptly provide to the holders of the Series G Preferred Stock written notice of any event triggering the right to receive such Liquidation Preference. After payment of the full amount of the Liquidation Preference, plus any accrued and unpaid dividends to which they are entitled, the holders of the Series G Preferred Stock will have no right or claim to any of the remaining assets of the Corporation. The consolidation or merger of the Corporation with or into any other corporation, trust or entity or of any other corporation with or into the Corporation, the sale, lease or conveyance of all or substantially all of the property or business of the Corporation or a statutory share exchange, shall not be deemed to constitute a liquidation, dissolution or winding up of the Corporation, unless a liquidation, dissolution or winding up of the Corporation is effected in connection with, or as a step in a series of transactions by which, a consolidation or merger of the Corporation is effected. (b) If upon any liquidation, dissolution or winding up of this corporationthe Corporation, either voluntary the assets of the Corporation, or involuntaryproceeds thereof, distributable among the holders of Series A Preferred Stock and Series B Preferred Stock shall be entitled to receive, prior and in preference to any distribution of any of the assets of this corporation to the holders of Common Stock by reason of their ownership thereof, an amount per share equal to the sum of (i) $2.00 for each outstanding share of Series A Preferred Stock, (subject to appropriate adjustments for stock splits, stock dividends, combinations or other recapitalizations and hereafter referred to as the "Original Series A Issue Price"), (ii) $4.43 for each outstanding share of Series B Preferred Stock (subject to appropriate adjustments for stock splits, stock dividends, combinations or other recapitalizations and hereafter referred to as the "Original Series B Issue Price"), and (iii) an amount equal to declared but unpaid dividends on such share of Series A Preferred Stock or Series B Preferred Stock, as applicable. If upon the occurrence of such event, the assets and funds thus distributed among the holders of the Series A Preferred Stock and the Series B G Preferred Stock shall be insufficient to permit pay in full the payment to above described preferential amount and liquidating payments on all other classes and series of Parity Shares, then such holders of assets, or the full aforesaid preferential amountsproceeds thereof, then, the entire assets and funds of the corporation legally available for distribution shall be distributed ratably among the holders of the Series A Preferred Stock and the Series B Preferred Stock in proportion to the aggregate liquidation preferences of the respective series, and ratably among the holders of that series in proportion to the amount of such stock owned by each such holder. b. After the distributions described in subsection (a) above have been paid, the remaining assets of the corporation available for distribution to stockholders shall be distributed among the holders of Series A Preferred Stock, Series B G Preferred Stock and Common Stock pro rata based any such other Parity Shares ratably in the same proportion as the respective amounts that would be payable on the number of shares of Common Stock held by each (assuming conversion of all such Series A G Preferred Stock and Series B Preferred Stock).any such other Parity Shares if all amounts payable thereon were paid in full. A-3 c. A consolidation or merger of this corporation with or into (c) Upon any other corporation or corporations, or a sale, conveyance or disposition of all or substantially all of the assets of this corporation or the effectuation by the corporation of a transaction or series of related transactions in which more than 50% of the voting power of the corporation is disposed of (excluding the issuance of shares of Series A Preferred Stock pursuant to the Series A Preferred Stock Purchase Agreement and the issuance of Series B Preferred Stock pursuant to the Series B Preferred Stock Purchase Agreement), shall be deemed to be a liquidation, dissolution or winding up within of the meaning Corporation, after payment shall have been made in full to the holders of this Section 2Series G Preferred Stock and any Parity Shares, any other series or class or classes of Junior Shares shall be entitled to receive any and all assets remaining to be paid or distributed, and the holders of the Series G Preferred Stock and any Parity Shares shall not be entitled to share therein.

Liquidation Preference. a. (a) In the event of any liquidation, dissolution dissolution, or winding up of this corporationthe Corporation, either whether voluntary or involuntaryinvoluntary (a “Liquidation Event”), the holders of the Series A C Preferred Stock and Series B Preferred Stock Stock, shall be entitled to receive, prior and in preference to any distribution of any of the assets assets, capital or surplus funds of this corporation the Corporation to the holders of the Company's Common Stock by reason or any other holder of their ownership thereofa class or series of Company capital stock or other securities of the Company, an amount per share equal to 100% (in the sum event of a Deemed Liquidation (ias hereinafter defined), the percentage shall be 130%) of $2.00 for each outstanding 2,500.00 per share of Series A C Preferred Stock, Stock and all accrued and unpaid dividends thereon (subject to appropriate adjustments as adjusted for stock splits, any stock dividends, combinations combinations, splits or other recapitalizations and hereafter referred the like with respect to as such share) (the "Original “Series A Issue Price"C Liquidation Preference”), (ii) $4.43 for each outstanding share of Series B Preferred Stock (subject to appropriate adjustments for stock splits, stock dividends, combinations or other recapitalizations and hereafter referred to as the "Original Series B Issue Price"), and (iii) an amount equal to declared but unpaid dividends on such share of Series A Preferred Stock or Series B Preferred Stock, as applicable. If upon the occurrence of such eventa Liquidation Event, (i) the assets assets, capital and funds thus distributed among the holders of the Series A Preferred Stock and the Series B C Preferred Stock shall be insufficient to permit the payment to such holders of the full aforesaid preferential amountsSeries C Liquidation Preference, then, then the entire assets and funds of the corporation Corporation legally available for distribution shall be distributed ratably among the holders of the Series A Preferred Stock and the Series B C Preferred Stock in proportion to the aggregate liquidation preferences of the respective series, and ratably among Series C Liquidation Preference each such holder is otherwise entitled to receive or (ii) after payment to the holders of that series in proportion to the amount of such stock owned by each such holder. b. After the distributions described in subsection (a) above have been paidSeries C Preferred Stock their full Series C Liquidation Preference there shall remain assets, the remaining assets capital or funds of the corporation Corporation legally available for distribution to stockholders shall be distributed among the holders of Series A Preferred the Corporation’s Common Stock, Series B Preferred Stock and Common Stock pro rata based on the number of shares of Common Stock held by each (assuming conversion of all such Series A Preferred Stock and Series B Preferred Stock). c. A consolidation or merger of this corporation with or into any other corporation or corporations, or a sale, conveyance or disposition of all or substantially all of then unless the assets of this corporation or the effectuation by Corporation are not being liquidated in connection with such Liquidation Event, the corporation of a transaction or series of related transactions in which more than 50% holders of the voting power Series C Preferred Stock shall be entitled to receive a distribution of such remaining assets, capital or funds ratably with the holders of the corporation is disposed of (excluding the issuance of shares of Common Stock as if such Series A C Preferred Stock pursuant to the Series A Preferred Stock Purchase Agreement and the issuance of Series B Preferred Stock pursuant to the Series B Preferred Stock Purchase Agreement), shall be deemed to be a liquidation, dissolution or winding up within the meaning of this Section 2had been converted into Common Stock.

Liquidation Preference. a. In the event of (a) Upon any voluntary or involuntary liquidation, dissolution or winding up of this corporationthe affairs of the Company, either voluntary the holders of shares of Series E Preferred Stock are entitled to be paid out of the assets of the Company legally available for distribution to its stockholders a liquidation preference of $25 per share (the “Liquidation Preference”), plus an amount equal to any accrued and unpaid dividends to the date of payment (whether or involuntarynot declared), but without interest, before any distribution of assets is made to holders of Common Stock or any other class or series of capital stock of the Company that ranks junior to the Series E Preferred Stock as to liquidation rights, but the holders of the shares of Series E Preferred Stock will not be entitled to receive the Liquidation Preference, plus any accrued and unpaid dividends, of such shares until the liquidation preference of any other series or class of the Company’s capital stock hereafter issued which ranks senior as to liquidation rights to the Series E Preferred Stock has been paid in full. The holders of Series E Preferred Stock and all series or classes of the Company’s capital stock hereafter issued which rank on a parity as to liquidation rights with the Series E Preferred Stock are entitled to share ratably, in accordance with the respective preferential amounts payable on such capital stock, in any distribution (after payment of the liquidation preference of any capital stock of the Company that ranks senior to the Series E Preferred Stock as to liquidation rights) which is not sufficient to pay in full the aggregate of the amounts payable thereon. The Company shall deliver written notice of any event triggering the right to receive such Liquidation Preference to each holder of Series E Preferred Stock within ten (10) days of the occurrence of such event. After payment of the full amount of the Liquidation Preference, plus any accrued and unpaid dividends to which they are entitled, the holders of Series A E Preferred Stock and Series B Preferred Stock shall be entitled to receive, prior and in preference will have no right or claim to any distribution of any of the assets of this corporation to the holders of Common Stock by reason of their ownership thereof, an amount per share equal to the sum of (i) $2.00 for each outstanding share of Series A Preferred Stock, (subject to appropriate adjustments for stock splits, stock dividends, combinations or other recapitalizations and hereafter referred to as the "Original Series A Issue Price"), (ii) $4.43 for each outstanding share of Series B Preferred Stock (subject to appropriate adjustments for stock splits, stock dividends, combinations or other recapitalizations and hereafter referred to as the "Original Series B Issue Price"), and (iii) an amount equal to declared but unpaid dividends on such share of Series A Preferred Stock or Series B Preferred Stock, as applicable. If upon the occurrence of such event, the assets and funds thus distributed among the holders of the Series A Preferred Stock and the Series B Preferred Stock shall be insufficient to permit the payment to such holders of the full aforesaid preferential amounts, then, the entire assets and funds of the corporation legally available for distribution shall be distributed ratably among the holders of the Series A Preferred Stock and the Series B Preferred Stock in proportion to the aggregate liquidation preferences of the respective series, and ratably among the holders of that series in proportion to the amount of such stock owned by each such holder. b. After the distributions described in subsection (a) above have been paid, the remaining assets of the corporation available for distribution to stockholders shall be distributed among the holders of Series A Preferred Stock, Series B Preferred Stock and Common Stock pro rata based on the number of shares of Common Stock held by each (assuming conversion of all such Series A Preferred Stock and Series B Preferred Stock). c. A Company. The consolidation or merger of this corporation the Company with or into any other corporation, trust or entity or of any other corporation with or corporationsinto the Company, or a the sale, lease or conveyance or disposition of all or substantially all of the assets of this corporation property or the effectuation by the corporation of a transaction or series of related transactions in which more than 50% business of the voting power of the corporation is disposed of (excluding the issuance of shares of Series A Preferred Stock pursuant to the Series A Preferred Stock Purchase Agreement and the issuance of Series B Preferred Stock pursuant to the Series B Preferred Stock Purchase Agreement)Company, shall not be deemed to be constitute a liquidation, dissolution or winding up within of the meaning Company. (b) In determining whether a distribution to holders of this Section 2Series E Preferred Stock (other than upon voluntary or involuntary liquidation) by dividend, redemption or other acquisition of shares of stock of the Company or otherwise is permitted under the MGCL, no effect shall be given to amounts that would be needed, if the Company were to be dissolved at the time of the distribution, to satisfy the preferential rights upon dissolution of holders of shares of stock of the Company whose preferential rights upon dissolution are superior to those receiving the distribution.

Liquidation Preference. a. (a) In the event of any liquidation, dissolution or winding up of this corporationthe Corporation, either voluntary or involuntaryinvoluntary (in any event, a "LIQUIDATION"), the holders of Series A Preferred Stock and Series B Preferred Stock shall be entitled to receivereceive by reason of their ownership thereof, prior and in preference to any distribution of any of the assets of this corporation the Corporation to the holders of Common Stock by reason of their ownership thereofStock, an amount per outstanding share of Series A Preferred Stock equal to the sum of (i) $2.00 for each outstanding share of Series A Preferred Stock, 1.2749 (subject to appropriate adjustments for stock splits, stock dividends, combinations or other recapitalizations and hereafter such amount being hereinafter referred to as the "Original Series ORIGINAL SERIES A Issue PricePURCHASE PRICE"), as adjusted for any stock dividends, combinations, splits or similar events affecting or with respect to the Series A Preferred Stock after the Original Issue Date (as defined in SECTION 3(F)(I)(2) below), and (ii) $4.43 for an amount equal to the sum of all declared but unpaid dividends on each outstanding such share (the sum of Series B Preferred Stock clauses (subject to appropriate adjustments for stock splits, stock dividends, combinations or other recapitalizations i) and hereafter (ii) being hereinafter referred to as the "Original Series B Issue PriceSERIES A LIQUIDATION PREFERENCE"). If, and (iii) an amount equal to declared but unpaid dividends on such share of Series A Preferred Stock or Series B Preferred Stock, as applicable. If upon the occurrence of such eventa Liquidation, the assets and funds thus distributed among the holders of the Series A Preferred Stock and the Series B Preferred Stock shall be insufficient to permit the payment to such holders of the full aforesaid preferential amountsSeries A Liquidation Preference, then, then the entire assets and funds of the corporation Corporation legally available for distribution shall be distributed ratably, on a per share basis, among the holders of Series A Preferred Stock. (b) Upon completion of the distribution in full of the Series A Liquidation Preference as contemplated by SECTION 1(a) above, the remaining assets of the Corporation available for distribution to shareholders, if any, shall be distributed ratably among the holders of the Series A Preferred Stock and the Series B Preferred Common Stock in proportion to the aggregate liquidation preferences of the respective series, and ratably among the holders of that series in proportion to the amount of such stock owned by each such holder. b. After the distributions described in subsection (a) above have been paid, the remaining assets of the corporation available for distribution to stockholders shall be distributed among the holders of Series A Preferred Stock, Series B Preferred Stock and Common Stock pro rata based on the number of shares of Common Stock held by each (assuming conversion of all such Series A Preferred Stock and Series B Preferred Stock)holder. c. A consolidation or merger (c) For purposes of this SECTION 1, any acquisition of the Corporation by means of a merger or other form of corporate reorganization in which the shareholders of the Corporation do not own, following such transaction, a majority of the outstanding shares of the surviving or acquiring corporation with or into any other corporation or corporations(measured on an as-converted to common stock basis), or a sale, conveyance or disposition sale of all or substantially all of the assets of this corporation the Corporation (any such acquisition or sale being hereinafter referred to as an "ACQUISITION"), shall be treated as a Liquidation. Upon the effectuation by closing of any Acquisition, the corporation of a transaction or series of related transactions in which more than 50% of the voting power of the corporation is disposed of (excluding the issuance of shares holders of Series A Preferred Stock pursuant and Common Stock shall be entitled to receive the amounts of cash, securities or other property as specified in SECTIONS 1(a) and 1(b) above, respectively. (d) Any securities to be delivered to the holders of Series A Preferred Stock Purchase Agreement and the issuance of Series B Preferred Common Stock pursuant to SECTION 1(c) above shall be valued as follows: (i) For securities not subject to investment letter or other similar restrictions on free marketability: (1) If traded on a securities exchange, the Series B Preferred Stock Purchase Agreement), value shall be deemed to be a liquidationthe average of the closing prices of the securities on such exchange over the thirty (30) day period ending three (3) days prior to the closing; (2) If actively traded over-the-counter, dissolution the value shall be deemed to be the average of the closing bid and asked prices over the thirty (30) day period ending three (3) days prior to the closing; and (3) If there is no active public market, the value shall be the fair market value thereof as determined in good faith by the Board; and (ii) The value of securities subject to investment letter or winding up within other restrictions on free marketability shall be appropriately discounted as determined in good faith by the meaning Board. (e) The provisions of this Section 2SECTION 1 are in addition to the protective provisions of SECTION 5 below. (f) Without limiting the provisions of SECTION 5 below, Sections 502 and 503 of the California Corporations Code shall not apply to any redemption, repurchase or other acquisition for value by the Corporation of any shares of Preferred Stock or Common Stock.

Liquidation Preference. a. (1) In the event of any liquidation, dissolution or winding up of this corporationany Group Company (other than a liquidation, dissolution or winding up of Linong Agriculture Technology Co., Ltd. (Tianjin), or a liquidation, dissolution or winding up of a Subsidiary that has been approved by the Shareholders as part of a restructuring for the benefit of the Company), either voluntary or involuntary, involuntary the holders of the Series A Preferred Stock and Series B Preferred Stock B1 Shares shall be entitled to receive, prior and in preference to any distribution to other holders of any Preferred Shares and holders of the assets Ordinary Shares or any other class or series of this corporation to the holders of Common Stock by reason of their ownership thereofshares, an amount per share Series B1 Share equal to 100% of the sum of Series B1 Issue Price (i) $2.00 as adjusted for each outstanding share of Series A Preferred Stockdividends, (subject to appropriate adjustments for stock splits, stock dividendscombinations, combinations recapitalizations or other recapitalizations and hereafter referred to as the "Original Series A Issue Price"), (iisimilar events) $4.43 for each outstanding share of Series B Preferred Stock (subject to appropriate adjustments for stock splits, stock dividends, combinations plus all accrued or other recapitalizations and hereafter referred to as the "Original Series B Issue Price"), and (iii) an amount equal to declared but unpaid dividends on such thereon (the “Series B1 Preference Amount”). After the full distribution of the Series B1 Preference Amount, the holders of the Series B Shares shall be entitled to receive, prior to any distribution to holders of Series A1 Shares, Series A Shares and holders of the Ordinary Shares or any other class or series of shares, an amount per Series B Share equal to 100% of the Series B Issue Price (as adjusted for share dividends, splits, combinations, recapitalizations or similar events) plus all accrued or declared but unpaid dividends thereon (the “Series B Preference Amount”). After the full distribution of the Series B1 Preference Amount and Series B Preference Amount, holders of Series A1 Shares shall be entitled to receive, prior to any distribution to holders of Series A Preferred Stock Shares and holders of the Ordinary Shares or any other class or series of shares, an amount per Series A1 Share equal to 100% of the Series A Issue Price (as adjusted for share dividends, splits, combinations, recapitalizations or similar events) plus all accrued or declared but unpaid dividends thereon (the “Series A1 Preference Amount”). After full distribution of the Series B1 Preference Amount, Series B Preferred StockPreference Amount and Series A1 Preference Amount, holders of Series A Shares shall be entitled to receive prior to any distribution to holders of the Ordinary Shares or any other class or series of shares, an amount per Series A Share equal to 100% of the Series A Issue Price (as applicable. If upon adjusted for share dividends, splits, combinations, recapitalizations or similar events) plus all accured or declared but unpaid dividends thereon (the occurrence of such event“Series A Preference Amount”, and collectively with Series B1 Preference Amount, Series B Preference Amount and Series A1 Preference Amount, the “Preference Amount”). After the full liquidation Preference Amount on all outstanding Preferred Shares has been paid, any remaining funds or assets and funds thus of the Company legally available for distribution to Shareholders shall be distributed pro rata among the holders of the Series A Preferred Stock and the Series B Preferred Stock shall be insufficient to permit the payment to such holders of the full aforesaid preferential amounts, then, the entire assets and funds of the corporation legally available for distribution shall be distributed ratably among Shares (on an as-converted basis) together with the holders of the Series A Preferred Stock and Ordinary Shares. If the Series B Preferred Stock in proportion Company has insufficient assets to the aggregate liquidation preferences permit payment of the respective seriesPreference Amount in full to all holders of Preferred Shares, and ratably among then the assets of the Company shall be distributed as follows: (A) the holders of that series in proportion Series B1 Shares shall receive an amount equal to the amount applicable Series B1 Preference Amount that would be payable to such holders pursuant to paragraph 7.3(b)(1) in the circumstances set forth therein. If the Value of such stock owned by each such holder. b. After the distributions described in subsection (a) above have been paidassets of the Company is less than the Series B1 Preference Amount, then the remaining assets of the corporation available for distribution to stockholders company shall be distributed among pro rata amongst the holders of all outstanding Series B1 Shares; (B) after payment in accordance with paragraph 7.3(b)(1)(A) above, the holders of Series B Shares shall receive an amount equal to the applicable Series B Preference Amount that would be payable to such holders pursuant to paragraph 7.3(b)(1) in the circumstances set forth therein. If the value of the assets of the Company is less than the Series B Preference Amount, then the remaining assets of the Company shall be distributed pro rata amongst the holders of all outstanding Series B Shares; (C) after payment in accordance with paragraphs 7.3(b)(1)(A) and 7.3(b)(1)(B) above, the holders of Series A1 Shares shall receive an amount equal to the applicable Series A1 Preference Amount that would be payable to such holders pursuant to paragraph 7.3(b)(1) in the circumstances set forth therein. If the value of the assets of the Company is less than the Series A1 Preference Amount, then the remaining assets of the Company shall be distributed pro rata amongst the holders of all outstanding Series A1 Shares; (D) after payment in accordance with paragraphs 7.3(b)(1)(A), 7.3(b)(1.)(B) and 7.3(b)(1)(C) above, the holders of Series A Preferred StockShares shall receive an amount equal to the applicable Series A Preference Amount that would be payable to such holders pursuant to paragraph 7.3(b)(1) in the circumstances set forth therein. If the value of the assets of the Company is less than the Series A Preference Amount, Series B Preferred Stock and Common Stock then the remaining assets of the Company shall be distributed pro rata amongst the holders of all outstanding Series A Shares; (E) the remainder (after payment in accordance with paragraphs 7.3(b)(1)(A), 7.3(b)(1)(B), 7.3(b)(1)(C) and 7.3(b)(1)(D) above), if any, shall be distributed to the holders of Preferred Shares and Ordinary Shares on a pro rata basis, based on the number of shares of Common Stock Ordinary Shares then held by each holder on an as converted basis. (assuming conversion 2) Other than a sale, conveyance or disposition of all such Series A Preferred Stock and Series B Preferred Stockor substantially all of the assets of Linong Agriculture Technology Co. Ltd. (Tianjin). c. A consolidation or merger of this corporation with or into any other corporation or corporations, or a sale, conveyance or disposition of all or substantially all of the assets of this corporation or the effectuation a Subsidiary that has been approved by the corporation Shareholders as part of a transaction restructuring for the benefit of the Company or series a consolidation or merger of related transactions Linong Agriculture Technology Co., Ltd. (Tianjin), or a consolidation or merger of a Subsidiary that has been approved by the Shareholders as part of a restructuring for the benefit of the Company, in the event of (i) a sale, conveyance or disposition of all or substantially all of the assets of any Group Company, or (ii) a consolidation or merger of any Group Company with or into any other company or companies in which more than 50% the Existing Shareholders of the Company, at the time immediately before such consolidation or merger takes place, do not retain a majority of the voting power in the surviving company, the Company shall, to the extent legally entitled to do so, distribute to its Shareholders the amount received on such sale, disposition or consolidation in either the same form of consideration received by the Company or in cash, as the Company may determine, whether such payment is in the form of a dividend or other legally permissible form (the “Compulsory Payment”). The Compulsory Payment will be distributed to the Shareholders of the corporation Company as follows: (A) to the holders of Series B1 Shares, an amount equal to the applicable Series B1 Preference Amount that would be payable to such holders pursuant to paragraph 7.3(b)(1) in the circumstances set forth therein (collectively, the “Series B1 Compulsory Payment Preference”). If the value of the Compulsory Payments is disposed less than the Series B1 Compulsory Payment Preference, then the Compulsory Payment shall be distributed pro rata amongst the holders of all outstanding Series B1 Shares; (excluding B) after payment in accordance with paragraph 7.3(b)(2)(A) above, to the issuance holders of shares Series B Shares, an amount equal to the applicable Series B Preference Amount that would be payable to such holders pursuant to paragraph 7.3(b)(1) in the circumstances set forth therein (collectively, the “Series B Compulsory Payment Preference”). After payment in accordance with paragraph 7.3(b)(2)(A) above, if the remaining value of the Compulsory Payment is less than the Series B Compulsory Payment Preference, then the remaining Compulsory Payment shall be distributed pro rata amongst the holders of all outstanding Series B Shares; (C) after payment in accordance with paragraphs 7.3(b)(2)(A) and 7.3(b)(2)(B) above, to the holders of Series A1 Shares, an amount equal to the applicable Series A1 Preference Amount that would be payable to such holders pursuant to paragraph 7.3(b)(1) in the circumstances set forth therein (collectively, the “Series A1 Compulsory Payment Preference”). After payment in accordance with paragraphs 7.3(b)(2)(A) and 7.3(b)(2)(B) above, if the remaining value of the Compulsory Payment is less than the Series A1 Compulsory Payment Preference, then the remaining Compulsory Payment shall be distributed pro rata amongst the holders of all outstanding Series A1 Shares; (D) after payment in accordance with paragraphs 7.3(b)(2)(A), 7.3(b)(2)(B) and 7.3(b)(2)(C) above, to the holders of Series A Preferred Stock Shares, an amount equal to the applicable Series A Preference Amount that would be payable to such holders pursuant to paragraph 7.3(b)(1) in the circumstances set forth therein (collectively, the “Series A Compulsory Payment Preference”). After payment in accordance with paragraphs 7.3(b)(2)(A), 7.3(b)(2)(B) and 7.3(b)(2)(C) above, if the remaining value of the Compulsory Payment is less than the Series A Compulsory Payment Preference, then the remaining Compulsory Payment shall be distributed pro rata amongst the holders of all outstanding Series A Shares; (E) the remainder (after payment in accordance with paragraphs 7.3(b)(2)(A), 7.3(b)(2)(B), 7.3(b)(2)(C) and 7.3(b)(2)(D) above), if any, to the holders of Preferred Stock Purchase Agreement Shares and Ordinary Shares on a pro rata basis, based on the issuance number of Series B Preferred Stock Ordinary Shares then held by each holder on an as converted basis. (3) Notwithstanding any other provision of this paragraph 7.3(b), the Company may at any time, out of funds legally available therefor, repurchase Ordinary Shares of the Company issued to or held by employees, officers or consultants of the Company or its subsidiaries upon termination of their employment or services, or pursuant to any bona fide agreement providing for such right of repurchase, whether or not dividends on the Series B Preferred Stock Purchase Agreement), Shares shall be deemed have been declared. (4) In the event the Company proposes to be a distribute assets other than cash in connection with any liquidation, dissolution or winding up within of the meaning Company, the value of the assets to be distributed to the holder of Preferred Shares and Ordinary Shares shall be determined in good faith by the liquidator (or, in the case of any proposed distribution in connection with a transaction which is a deemed liquidation hereunder, by the Board, which decision shall include the affirmative vote of at least one (1) director appointed by Sequoia Capital China I, L.P.), and at least one (1) director appointed by holders of Series B Shares. Any securities not subject to investment letter or similar restrictions on free marketability shall be valued as follows: (i) If traded on a securities exchange, the value shall be deemed to be the average of the security’s closing prices on such exchange over the thirty (30) day ending one (1) day prior to the distribution; (ii) If actively traded over-the-counter, the value shall be deemed to be the average of the closing bid prices over the thirty (30) day period ending three (3) days prior to the distribution; and (iii) If there is no active public market, the value shall be the fair market value thereof as determined in good faith by the liquidator (or, in the case of any proposed distribution in connection with a transaction which is a deemed liquidation hereunder, by the Board). (5) The method of valuation of securities subject to restrictions on free marketability shall be adjusted to make an appropriate discount from the market value determined as above in clauses (i), (ii) or (iii) to reflect the fair market value thereof as determined in good faith by the liquidator (or, in the case of any proposed distribution in connection with a transaction which is a deemed liquidation hereunder, by the Board). The holders of at least a majority of the outstanding Preferred Shares shall have the right to challenge any determination by the liquidator or the Board, as the case may be, of fair market value pursuant to this Section 2paragraph 7.3(b), in which case the determination of fair market value shall be made by an independent appraiser selected jointly by the liquidator or the Board, as the case may be, and the challenging parties, the cost of such appraisal to be borne equally by the challenging parties and the Company.

Liquidation Preference. a. (a) In the event of any liquidation, dissolution or winding up of this corporationthe affairs of the Corporation, either whether voluntary or involuntary, the holders of Series A Preferred Stock and Series B Preferred Stock shall be entitled to receive, prior and in preference to any distribution of any receive out of the assets of this corporation the Corporation available for distribution to stockholders an amount equal to the Stated Value per share plus an amount equal to any accrued and unpaid dividends thereon (whether or not declared) to and including the date of such distribution, and no more, before any payment or distribution shall be made to the holders of Common Stock by reason or any other class or series of their ownership thereof, an amount per share equal stock of the Corporation ranking junior to the sum of (i) $2.00 for each outstanding share of Series A Preferred Stock, (subject to appropriate adjustments for stock splits, stock dividends, combinations or other recapitalizations and hereafter referred to as the "Original Series A Issue Price"), (ii) $4.43 for each outstanding share of Series B Preferred Stock (subject to appropriate adjustments for stock splits, stock dividends, combinations or other recapitalizations and hereafter referred to as the "Original Series B Issue Price"), and (iii) an amount equal to declared but unpaid dividends on such share of Series A Preferred Stock or Series B Preferred Stock, as applicable. If upon the occurrence of such event, the assets and funds thus distributed among the holders of the Series A Preferred Stock and as to the Series B Preferred Stock shall be insufficient to permit the distribution of assets upon liquidation, dissolution or winding up. After payment to of such holders of the full aforesaid preferential amounts, thenliquidating distributions, the entire assets and funds of the corporation legally available for distribution shall be distributed ratably among the holders of the Series A Preferred Stock and the Series B Preferred Stock in proportion to the aggregate liquidation preferences of the respective series, and ratably among the holders of that series in proportion to the amount of such stock owned by each such holder. b. After the distributions described in subsection (a) above have been paid, the remaining assets of the corporation available for distribution to stockholders shall be distributed among the holders of Series A Preferred Stock, Series B Preferred Stock and Common Stock pro rata based on the number of shares of Common Stock held by each (assuming conversion of all such Series A Preferred Stock and Series B Preferred Stock). c. A consolidation or merger of this corporation with or into any other corporation or corporations, or a sale, conveyance or disposition of all or substantially all of the assets of this corporation or the effectuation by the corporation of a transaction or series of related transactions in which more than 50% of the voting power of the corporation is disposed of (excluding the issuance of shares of Series A Preferred Stock pursuant will not be entitled to any further participation in any distribution of assets by the Corporation. (b) In the event the assets of the Corporation available for distribution to stockholders upon any liquidation, dissolution or winding up of the affairs of the Corporation, whether voluntary or involuntary, shall be insufficient to pay in full the amounts payable with respect to the Series A Preferred Stock Purchase Agreement pursuant to Section 4(a) and any other shares of Preferred Stock ranking on a parity with the Series A Preferred Stock as to the distribution of assets, the holders of Series A Preferred Stock and the issuance holders of Series B such other Preferred Stock pursuant shall share ratably in any distribution of assets of the Corporation in proportion to the Series B Preferred Stock Purchase Agreement)full respective preferential amounts to which they are entitled. (c) The merger or consolidation of the Corporation into or with any other corporation, the merger or consolidation of any other corporation into or with the Corporation or the sale of the assets of the Corporation substantially as an entirety shall not be deemed to be a liquidation, dissolution or winding up of the affairs of the Corporation within the meaning of this Section 24.