Exhibit 4.2


 


CERTIFICATE OF DETERMINATION


OF


8% CUMULATIVE PERPETUAL


PREFERRED STOCK, SERIES B


OF


COMMUNITY VALLEY BANCORP


 


Pursuant to Section 401 of
the Corporations Code of the State of California:


 


We, Gayle J. Lee, Vice
President, and John F. Coger, Chief Financial Officer of Community Valley
Bancorp, organized under the laws of the State of California (hereinafter
called the “Corporation”), do hereby certify as follows:


 


1.                                       On December 8,
2009, the Board of Directors of the Corporation adopted a resolution
designating 105,647 shares of Preferred Stock as “8% Cumulative Perpetual
Preferred Stock, Series B.”


 


2.                                       No shares of 8%
Cumulative Perpetual Preferred Stock, Series B have been issued.


 


3.                                       Pursuant to the
authority conferred upon the Board of Directors by the Articles of
Incorporation of the Corporation, the following resolution was duly adopted by
the Board of Directors on December 8, 2009 creating the series of
Preferred Stock designated as “8% Cumulative Perpetual Preferred Stock, Series B”:


 


WHEREAS, the Articles of Incorporation of the Corporation provide for a
class of shares known as Preferred Stock, issuable from time to time in one or
more series; and


 


WHEREAS, the Board of Directors of the Corporation is authorized to
determine or alter the voting power, preferences, limitations, restrictions and
relative rights granted to or imposed upon any wholly unissued series of
Preferred Stock, to fix the number of shares constituting any such series, and
to determine the designation thereof, or any of them; and


 


WHEREAS, the Board of Directors of the Corporation desires, pursuant to
its authority as aforesaid, to determine and fix the voting power, preferences,
limitations, restrictions and relative rights relating to, the 8% Cumulative
Perpetual Preferred Stock, Series B and the number of shares constituting
and the designation of said series;


 


NOW, THEREFORE, BE IT RESOLVED, that the Board of Directors hereby fixes
and determines the designation of, the number of shares constituting, and the
voting power, preferences, limitations, restrictions and relative rights
relating to the 8% Cumulative Perpetual Preferred Stock, Series B as
follows:


 

















 


(a)            Name.  The initial series of shares of Preferred
Stock shall be designated the “8% Cumulative Perpetual Preferred Stock, Series B,”
shall consist of 105,647 shares and shall be offered at $20.00 per share.


 


(b)           Voting Rights.


 


(1)            General.  The holders of 8% Cumulative Perpetual
Preferred Stock, Series B shall be entitled to vote, in person or by
proxy, at a special or annual meeting of shareholders on all matters entitled
to be voted on by holders of shares of Common Stock voting together as a single
class with shareholders of Common Stock (and with other shares entitled to vote
thereon), including, without limitation, the election of all of the directors
of the Corporation.


 


(2)            8% Cumulative
Perpetual Preferred Stock, Series B Actions.  At any meeting of the holders of shares of 8%
Cumulative Perpetual Preferred Stock, Series B held for the purpose of
voting upon any resolutions requiring the approval of the holders of shares of
8% Cumulative Perpetual Preferred Stock, Series B, voting as a separate
class or series, the presence in person or by proxy of the holders of a
majority of the shares of 8% Cumulative Perpetual Preferred Stock, Series B
then outstanding shall constitute a quorum of the 8% Cumulative Perpetual
Preferred Stock, Series B; the holders of shares of 8% Cumulative
Perpetual Preferred Stock, Series B shall be entitled to cast one vote per
share of 8% Cumulative Perpetual Preferred Stock, Series B; and such
resolution shall be deemed approved upon the affirmative vote of the holders of
a majority of the outstanding shares of 8% Cumulative Perpetual Preferred
Stock, Series B present in person or represented by proxy at such meeting.


 


(3)            Action Without a
Meeting.  Any action required by the
California Corporations Code to be taken at any annual or special meeting of
holders of 8% Cumulative Perpetual Preferred Stock, Series B, voting as a
separate class or series, may be taken without a meeting, without prior notice
and without a vote, if a consent or consents in writing, setting forth the
action so taken, shall be signed by the holders of outstanding shares of 8%
Cumulative Perpetual Preferred Stock, Series B having not less than the
minimum number of votes that would be necessary to authorize or take such
action at a meeting of the holders of 8% Cumulative Perpetual Preferred Stock, Series B
at which all shares entitled to vote thereon are present and voted and shall be
delivered (by hand, facsimile, U.S. Postal Service or overnight delivery
service) to the Corporation by delivery to its registered office in the State
of California, its principal place of business, or any officer or agent of the Corporation
having custody of the book in which proceedings of meetings of the holders of
8% Cumulative Perpetual Preferred Stock, Series B are recorded.


 


Every
written consent shall bear the date of signature of each holder of 8%
Cumulative Perpetual Preferred Stock, Series B who signs the consent.  Prompt notice of the taking of the corporate
action without a meeting by less than unanimous written consent shall, to the
extent, required by applicable law, be given to those holders of 8% Cumulative
Perpetual Preferred Stock, Series B who have not consented in writing, and
who, if the action had been taken at a meeting, would have been entitled to
notice of the meeting if the record date for such meeting had been the date
that written consents signed by a sufficient number of holders to take the
action were delivered to the Corporation.


 


2

















 


(4)            Major Actions.  Notwithstanding anything to the contrary set
forth in the Articles of Incorporation, as amended or the Bylaws, as amended of
the Corporation, the affirmative vote of the holders of a majority of the
outstanding shares of 8% Cumulative Perpetual Preferred Stock, Series B
acting in accordance with paragraph (b)(2) or (b)(3), voting as a separate
class, shall be a prerequisite to:


 


(i)            any amendment to,
restatement of or waiver of the terms of the 8% Cumulative Perpetual Preferred
Stock, Series B;


 


(ii)           the redemption of
any stock that is junior in ranking to the 8% Cumulative Perpetual Preferred
Stock, Series B;


 


(iii)          until the payment
of all dividends required to be paid as set forth in paragraph (c), any payment
upon liquidation, any distribution or payment of dividend (other than a stock
dividend paid with stock ranking junior to the 8% Cumulative Perpetual
Preferred Stock, Series B) or other distribution to any stock ranking
junior to the 8% Cumulative Perpetual Preferred Stock, Series B; and


 


(iv)          any amendment to
this paragraph b(4).


 


(c)            Dividends.  The holders of the 8% Cumulative Perpetual
Preferred Stock, Series B shall be entitled to receive dividends,
semi-annually at the rate of 8% per annum of $20.00 ($0.80 per dividend
payment) per share, payable on June 15 and December 15 of each
year.  Dividends on the 8% Cumulative
Perpetual Preferred Stock, Series B shall (i) accrue on each such
share from the date of its original issuance and shall accrue day to day,
whether or not declared; (ii) be payable before any dividends on the
Corporation’s Common Stock or other shares of Preferred Stock are paid or declared
and set apart; and (iii) be cumulative, so that if dividends required to
be paid under this clause on the outstanding 8% Cumulative Perpetual Preferred
Stock, Series B have not been paid or set apart for any year or years
after the date of issuance of the 8% Cumulative Perpetual Preferred Stock, Series B,
the amounts of the deficiency shall be first fully paid or declared and set
apart for payment, but without interest, before any distribution, by dividend
or otherwise, payable other than in shares of the Corporation’s Common Stock,
is declared, paid on, or set apart for the shares of the Corporation’s Common
Stock or other shares of Preferred Stock. 
“Distribution” in this paragraph (c) means the transfer of cash or
property without consideration, whether by way of dividend or otherwise (except
a dividend in shares of the Corporation which are junior to the 8% Cumulative
Perpetual Preferred Stock, Series B as to dividends or assets) including
any such transfer by a subsidiary of the Corporation.  The time of any distribution by way of
dividend shall be the date of declaration thereof.


 


(d)           Conversion
Rights.  The shares of 8% Cumulative
Perpetual Preferred Stock, Series B shall have the following rights of
conversion.


 


3

















 


(1)            Optional
Conversion.  On or after December 31,
2010, any holder of shares of 8% Cumulative Perpetual Preferred Stock, Series B
shall have the right, at its option, provided that notice of conversion is
given by the holder of shares of 8% Cumulative Perpetual Preferred Stock, Series B
at least three business days prior to a conversion date (“Conversion Date”) to
convert, subject to the terms and provisions of this paragraph (d), any or all
of such holder’s shares of 8% Cumulative Perpetual Preferred Stock, Series B
into such number of fully paid and nonassessable shares of the Corporation’s
Common Stock as is equal to the product of (i) the number of shares of 8%
Cumulative Perpetual Preferred Stock, Series B being so converted
multiplied by (ii) the quotient (“Conversion Rate”) of (x) the sum of
$20.00 plus any unpaid dividends on the 8% Cumulative Perpetual Preferred
Stock, Series B after issuance divided by (y) $2.50 (subject to
adjustment as provided in paragraph (d)(3) below.).  The “Conversion Date” shall mean the first
business day on or after June 15, or December 15 in any calendar
year, at which time the Preferred Shares are effectively converted into shares
of the Corporation’s Common Stock.  Such
conversion right shall be exercised by the surrender of certificate(s) representing
the shares of 8% Cumulative Perpetual Preferred Stock, Series B to be
converted to the Corporation at any time during usual business hours at its
principal place of business maintained by it (or such other office or agency of
the Corporation as the Corporation may designate by notice in writing to the
holders of shares of 8% Cumulative Perpetual Preferred Stock, Series B),
accompanied by written notice that the holder elects to convert such shares of
8% Cumulative Perpetual Preferred Stock, Series B and specifying the name
or names (with address) in which a certificate or certificates for shares of
the Corporation’s Common Stock are to be issued and (if so required by the
Corporation) by a written instrument or instruments of transfer in form
reasonably satisfactory to the Corporation duly executed by the holder or its
duly authorized legal representative and transfer tax stamps or funds therefor,
if required pursuant to paragraph (d)(8) below.  All certificates representing shares of 8%
Cumulative Perpetual Preferred Stock, Series B surrendered for conversion
shall be delivered to the Corporation for cancellation and canceled by it.  As promptly as practicable after the
applicable Conversion Date, the Corporation shall (subject to compliance with
the applicable provisions of federal and state securities laws) deliver to the
holder of such shares so surrendered certificate(s) representing the
number of fully paid and nonassessable whole shares of the Corporation’s Common
Stock into which such shares are entitled to be converted and cash in lieu of
any fractional share.  At the time of the
surrender of such certificate(s), the person or entity in whose name any
certificate(s) for shares of Common Stock shall be issuable upon such
conversion shall be deemed to be the holder of record of such shares of Common
Stock on such date, notwithstanding that the share register of the Corporation
shall then be closed or that the certificates representing such Common Stock of
the Corporation shall not then be actually delivered to such person or entity.


 


(2)            Termination of
Rights.  On the date of such optional
conversion pursuant to paragraph (d)(1) above all rights with respect to
the shares of 8% Cumulative Perpetual Preferred Stock, Series B so
converted, including the rights, if any, to receive notices and vote, shall
terminate, except only the rights of holders thereof to (i) receive
certificates for the number of shares of the Corporation’s Common Stock into
which such shares of 8% Cumulative Perpetual Preferred Stock, Series B
have been converted and (ii) exercise the rights to which they are
entitled as holders of the Corporation’s Common Stock.


 


4

















 


(3)            (A)          Dividend, Subdivision,
Combination or Reclassification of Common Stock.  In the event that the Corporation shall at
any time or from time to time, prior to conversion of shares of 8% Cumulative
Perpetual Preferred Stock, Series B (w) pay a dividend or make a
distribution on the outstanding shares of Common Stock payable in capital stock
of the Corporation, (x) subdivide the outstanding shares of Common Stock
into a larger number of shares, (y) combine the outstanding shares of
Common Stock into a smaller number of shares or (z) issue any shares of
its capital stock in a reclassification of the Common Stock (other than any
such event for which an adjustment is made pursuant to another clause of this
paragraph (d)(3)), then, and in each such case, the Conversion Rate in effect
immediately prior to such event shall be adjusted (and any other appropriate
actions shall be taken by the Corporation) so that the holder of any share of
8% Cumulative Perpetual Preferred Stock, Series B thereafter surrendered
for conversion shall be entitled to receive the number of shares of Common
Stock or other securities of the Corporation that such holder would have owned
or would have been entitled to receive upon or by reason of any of the events
described above, had such share of 8% Cumulative Perpetual Preferred Stock, Series B
been converted immediately prior to the occurrence of such event.  An adjustment made pursuant to this paragraph
(d)(3)(A) shall become effective retroactively (x) in the case of any
such dividend or distribution, to a date immediately following the close of
business on the record date for the determination of holders of Common Stock
entitled to receive such dividend or distribution or (y) in the case of
any such subdivision, combination or reclassification, to the close of business
on the day upon which such corporate action becomes effective.


 


(B)            Certain
Distributions.  In case the Corporation
shall at any time or from time to time, prior to conversion of shares of 8%
Cumulative Perpetual Preferred Stock, Series B, distribute to all holders
of shares of the Common Stock (including any such distribution made in
connection with a merger or consolidation in which the Corporation is the
resulting or surviving entity and the Common Stock is not changed or exchanged)
cash, evidences of indebtedness of the Corporation or another issuer,
securities of the Corporation or another issuer or other assets (excluding cash
dividends in which holders of shares of 8% Cumulative Perpetual Preferred
Stock, Series B participate; dividends payable in shares of Common Stock
for which adjustment is made under another subparagraph of this paragraph (d);
or the issuance by another entity of capital stock in consideration of an
acquisition that also provides adequate consideration to the holders of 8%
Cumulative Perpetual Preferred Stock, Series B approved by the Board of
Directors) or rights or warrants to subscribe for or purchase of any of the
foregoing, then, and in each such case, the Conversion Rate then in effect
shall be adjusted (and any other appropriate actions shall be taken by the
Corporation) by multiplying the Conversion Rate in effect immediately prior to
the date of such distribution by a fraction (x) the denominator of which
shall be the then current market price of the Common Stock immediately prior to
the date of distribution less the then fair market value (as determined by the
Board of Directors in the exercise of their fiduciary duties) of the portion of
the cash, evidences of indebtedness, securities or other assets so distributed
or of such rights or warrants applicable to one share of Common Stock and (y) the
numerator of which shall be the then current market price of the Common Stock
immediately prior to the date of distribution (but such fraction shall not be
applicable with respect to any distribution of rights or warrants to subscribe
for or purchase securities of the Corporation if the holder of shares of 8%
Cumulative Perpetual Preferred


 


5

















 


Stock,
Series B would otherwise be entitled to receive such rights or warrants
upon conversion at any time of shares of 8% Cumulative Perpetual Preferred
Stock, Series B into Common Stock). 
Such adjustment shall be made whenever any such distribution is made and
shall become effective retroactively to a date immediately following the close
of business on the record date for the determination of shareholders entitled
to receive such distribution.


 


(C)            No Adjustment.  Notwithstanding anything herein to the
contrary, no adjustment under this paragraph (d)(3) need be made to the
Conversion Rate if the Corporation receives written notice from holders of a
majority of the outstanding shares of 8% Cumulative Perpetual Preferred Stock, Series B
that no such adjustment is required.


 


(4)            Abandonment.  If the Corporation shall take a record of the
holders of its Common Stock for the purpose of entitling them to receive a
dividend or other distribution, and shall thereafter and before the
distribution to shareholders thereof legally abandon its plan to pay or deliver
such dividend or distribution, then no adjustment in the Conversion Rate shall
be required by reason of the taking of such record.


 


(5)            Certificate as to
Adjustments.  Upon any adjustment in the
Conversion Rate, the Corporation shall maintain a detailed record of any and
all such adjustments setting forth in reasonable detail the event requiring the
adjustment and the method by which such adjustment was calculated and
specifying the increased or decreased Conversion Rate then in effect following
such adjustment.


 


(6)            Reorganization,
Reclassification.  In case of any merger
or consolidation of the Corporation or any capital reorganization,
reclassification or other change of outstanding shares of Common Stock (other
than a change in par value, or from par value to no par value, or from no par
value to par value) (each, a “Transaction”), the holder of each share of 8%
Cumulative Perpetual Preferred Stock, Series B shall have the right to
receive in such Transaction, in exchange for each share of 8% Cumulative
Perpetual Preferred Stock, Series B, a security identical to (and not less
favorable than) the 8% Cumulative Perpetual Preferred Stock, Series B, and
provision shall be made therefor in the agreement, if any, relating to such
Transaction.


 


(7)            Reservation of
Common Stock.  The Corporation shall at
all times reserve and keep available for issuance upon the conversion of shares
of 8% Cumulative Perpetual Preferred Stock, Series B, such number of its
authorized but unissued shares of Common Stock as will from time to time be
sufficient to permit the conversion of all outstanding shares of 8% Cumulative
Perpetual Preferred Stock, Series B, and shall take all action to increase
the authorized number of shares of Common Stock if at any time there shall be
insufficient authorized but unissued shares of Common Stock to permit such
reservation or to permit the conversion of all outstanding shares of 8%
Cumulative Perpetual Preferred Stock, Series B; provided, that the holders
of shares of 8% Cumulative Perpetual Preferred Stock, Series B shall vote
such shares in favor of any such action that requires a vote of shareholders.


 


6

















 


(8)            No Conversion Tax
or Charge.  The issuance or delivery of
certificates for Common Stock upon the conversion of shares of 8% Cumulative
Perpetual Preferred Stock, Series B shall be made without charge to the
converting holder of shares of 8% Cumulative Perpetual Preferred Stock, Series B
for such certificates or for any tax in respect of the issuance or delivery of
such certificates or the securities represented thereby, and such certificates
shall be issued or delivered in the respective names of, or (subject to
compliance with the applicable provisions of federal and state securities laws)
in such names as may be directed by, the holders of the shares of 8% Cumulative
Perpetual Preferred Stock, Series B converted; provided, however, that the
Corporation shall not be required to pay any tax which may be payable in
respect of any transfer involved in the issuance and delivery of any such
certificate in a name other than that of the holder of the shares of 8%
Cumulative Perpetual Preferred Stock, Series B converted, and the
Corporation shall not be required to issue or deliver such certificate unless
or until the person(s) or entity(ies) requesting the issuance or delivery
thereof shall have paid to the Corporation the amount of such tax or shall have
established to the reasonable satisfaction of the Corporation that such tax has
been paid.


 


(e)            Liquidation
Rights.  In the event of a voluntary or
involuntary liquidation, dissolution or winding up of the Corporation, the
holders of shares of 8% Cumulative Perpetual Preferred Stock, Series B
shall be entitled to receive out of the assets of the Corporation, whether such
assets are capital or surplus of any nature, an amount equal to $20.00 per
share of 8% Cumulative Perpetual Preferred Stock, Series B and a further
amount equal to any dividends accrued and unpaid thereon, as provided in paragraph
(c) above, to the date that payment is made available to the holders of
shares of 8% Cumulative Perpetual Preferred Stock, Series B, whether
declared or not, and no more, before any payment shall be made or any assets
distributed to the holders of shares of the Corporation’s Common Stock or other
shares of Preferred Stock.


 


If, upon such liquidation, dissolution or winding up, the assets thus
distributed among the holders of shares of 8% Cumulative Perpetual Preferred
Stock, Series B shall be insufficient to permit the payment to such
shareholders of the full preferential amounts aforesaid, then the entire assets
of the Corporation to be distributed shall be distributed ratably among the
holders of shares of 8% Cumulative Perpetual Preferred Stock, Series B.


 


In the event of any voluntary or involuntary liquidation, dissolution or
winding up of the Corporation, subject to all of the preferential rights of the
holders of shares of 8% Cumulative Perpetual Preferred Stock, Series B and
the preferential rights of holders any of the other shares of the Corporation’s
Preferred Stock on distribution or otherwise, the holders of shares of the
Corporation’s Common Stock shall be entitled to receive, ratably, all remaining
assets of the Corporation.


 


A consolidation or merger of the Corporation with or into any other
corporation or corporations, or a sale of all or substantially all of the
assets of the Corporation, shall not be deemed to be a liquidation, dissolution
or winding up within the meaning of this paragraph (e).


 


7

















 


(f)            Right of
Redemption.


 


(1)            The shares of the
8% Cumulative Perpetual Preferred Stock, Series B are not redeemable at
the option of the holder.


 


(2)            The shares of the
8% Cumulative Perpetual Preferred Stock, Series B are redeemable at the
option of the Corporation, subject to prior approval of the Board of Governors
of the Federal Reserve System, at a price of $22.00 per share plus all
outstanding and unpaid dividends with at least ten (10) days’ prior notice
of redemption.


 


(g)           No Preemptive
Rights.  The shares of 8% Cumulative
Perpetual Preferred Stock, Series B shall not have any preemptive rights.


 


RESOLVED FURTHER, that the Chairman of the Board, the President or any
Vice President, and the Secretary, the Chief Financial Officer, the Treasurer,
or any Assistant Secretary or Assistant Treasurer of the Corporation are each
authorized to execute, verify and file a Certificate of Determination in
accordance with California law.


 


4.                                       The authorized
number of shares of Preferred Stock of the Corporation is 10,000,000, and the
number of shares of Preferred Stock constituting the 8% Cumulative Perpetual
Preferred Stock, Series B, none of which has been issued, is 105,647.


 


We
further declare under penalty of perjury under the laws of the State of
California that the matters set forth in this certificate are true and correct
of our own knowledge.


 


	
  Date:  December 22, 2009

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/:  Gayle J Lee

  
	
   

  	
  Name:

  	
  Gayle J. Lee

  
	
   

  	
  Title:

  	
  Senior Vice President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/:  John F Coger

  
	
   

  	
  Name:

  	
  John F. Coger

  
	
   

  	
  Title:

  	
  EVP/Chief Financial Officer

  



 


8

















 


TRANSFER OF THIS CERTIFICATE


IS RESTRICTED.


SEE
LEGEND ON REVERSE SIDE


 


	
  8% Cumulative Perpetual

  	
   

  	
   

  
	
  Preferred Stock, Series B

  	
   

  	
   

  
	
  $20.00 Liquidation Value

  	
   

  	
   

  



 


	
   

  	
   

  	
   

  	
   

  
	
  Certificate

  	
   

  	
   

  	
  Shares

  
	
  Number

  	
   

  	
  COMMUNITY VALLEY BANCORP

  	
   

  
	
  001

  	
   

  	
   

  	
  105,647

  
						



 


	
  THIS CERTIFIES THAT

  	
   

  	
  Pacific Coast Bankers’ Bank

  	
   

  	
   

  



 


	
  IS THE OWNER OF

  	
  **  ONE HUNDRED FIVE THOUSAND SIX HUNDRED FORTY
  SEVEN SHARES **

  	
   

  



 


FULLY PAID AND NON-ASSESSABLE SHARES OF THE 8% CUMULATIVE PERPETUAL
PREFERRED STOCK, SERIES B OF


 


Community Valley Bancorp
transferable in person or by duly authorized attorney upon surrender of this
certificate properly endorsed.  This
certificate and the shares represented hereby are subject to the provisions of
the Articles of Incorporation, all amendments thereto and the Bylaws of the
Corporation, and to the rights, preferences and voting powers of the Preferred
Stock of the Corporation now or hereafter outstanding; the terms of all such
provision, rights, preferences and voting powers in the Certificate of
Determination for the Corporation’s Preferred Stock Series B being
incorporated herein by reference.


 


IN WITNESS THEREOF, Community
Valley Bancorp has caused this certificate to be executed by signatures of its
duly authorized officers.


 


	
   

  	
   

  	
  DATED DECEMBER      ,
  2009

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  President

  	
   

  	
  Secretary

  



 


9

















 


COMMUNITY
VALLEY BANCORP


 


THE
SECURITIES REPRESENTED BY THIS INSTRUMENT ARE NOT SAVINGS ACCOUNTS, DEPOSITS OR
OTHER OBLIGATIONS OF A BANK AND ARE NOT INSURED BY THE FEDERAL DEPOSIT
INSURANCE CORPORATION OR ANY OTHER GOVERNMENTAL AGENCY.


 


THE
SECURITIES REPRESENTED BY THIS INSTRUMENT HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES
LAWS OF ANY STATE AND MAY NOT BE TRANSFERRED, SOLD OR OTHERWISE DISPOSED
OF EXCEPT WHILE A REGISTRATION STATEMENT RELATING THERETO IS IN EFFECT UNDER
SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN EXEMPTION FROM
REGISTRATION UNDER SUCH ACT OR SUCH LAWS.


 


THIS
INSTRUMENT IS ISSUED SUBJECT TO RIGHTS, PRIVILEGES, PREFERENCES AND
RESTRICTIONS IN THE CERTIFICATE OF DETERMINATION FILED WITH THE CALIFORNIA
SECRETARY OF STATE FOR THE COMPANY’S PREFERRED STOCK SERIES B.


 


The
following abbreviations, when used in the inscription on the face of this
certificate, shall be construed as though they were written out in full according
to applicable laws or regulations:


 


	
  TEN
  COM - as tenants in common

  	
  UNIF GIFT MIN ACT -                      
  Custodian                                    
  

  
	
   

  	
  (Cust)

  	
  (Minor)

  
	
  TEN
  ENT - as tenants by the entireties

  	
   

  	
  under Uniform Gifts to Minors
  Act                  

  
	
   

  	
   

  	
  (State)

  
	
  JT
  TEN       - as joint tenants with right of
  survivorship

  	
  UNIF TRF MIN ACT -                     
  Custodian (until age                  )

  
	
   

  	
  (Cust)

  
	
   

  	
   

  	
                    
  under Uniform Transfers to Minors Act                
  

  
	
   

  	
   

  	
   

  	
  (Minor)

  	
   

  	
   

  	
  (State)

  
										



 


Additional
abbreviations may also be used though not in the above list.


 


PLEASE
INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE


 


For
value received,                                          hereby
sell, assign and transfer unto


 


 


	
  (PLEASE PRINT OR TYPEWRITE NAME
  AND ADDRESS, INCLUDING POSTAL ZIP CODE, OF ASSIGNEE)

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
  shares 

  
	
  of the capital stock
  represented by the within Certificate, and do hereby irrevocably constitute
  and appoint

  	
   

  
	
   

  	
  Attorney

  
	
  to transfer the said stock on
  the books of the within named Corporation with full power of substitution in
  the premises.

  	
   

  
	
   

  
	
  Dated:

  	
   

  	
   

  	
  20

  	
   

  	
   

  
	
   

  
	
   

  
	
  Signature:

  	
   

  	
   

  
	
   

  
	
   

  
	
  Signature:

  	
   

  	
   

  
	
   

  	
  Notice:

  	
   The signature to this assignment must
  correspond with the name

  
	
   

  	
   

  	
  as written upon the face of
  the certificate, in every particular,

  
	
   

  	
   

  	
  without alteration or
  enlargement, or any change whatever.

  
												



 


	
  Signature(s) Guaranteed:
  Medallion Guarantee Stamp

  	
   

  
	
  THE SIGNATURE(S) SHOULD
  BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (Banks, Stockbrokers,
  Savings and Loan Associations and Credit Unions) WITH MEMBERSHIP IN AN
  APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM, PURSUANT TO S.E.C. RULE
  17Ad-15.