**Exhibit 4.2**

 

**CERTIFICATE OF DETERMINATION**

**OF**

**8% CUMULATIVE PERPETUAL**

**PREFERRED STOCK, SERIES B**

**OF**

**COMMUNITY VALLEY BANCORP**

 

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

 

We, Gayle J. Lee, VicePresident, and John F. Coger, Chief Financial Officer of Community ValleyBancorp, organized under the laws of the State of California (hereinaftercalled the “Corporation”), do hereby certify as follows:

 

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

 

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

 

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

 

WHEREAS, the Articles of Incorporation of the Corporation provide for aclass of shares known as Preferred Stock, issuable from time to time in one ormore series; and

 

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

 

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

 

NOW, THEREFORE, BE IT RESOLVED, that the Board of Directors hereby fixesand determines the designation of, the number of shares constituting, and thevoting power, preferences, limitations, restrictions and relative rightsrelating to the 8% Cumulative Perpetual Preferred Stock, Series B asfollows:

 

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(a)            Name.  The initial series of shares of PreferredStock 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 PerpetualPreferred Stock, Series B shall be entitled to vote, in person or byproxy, at a special or annual meeting of shareholders on all matters entitledto be voted on by holders of shares of Common Stock voting together as a singleclass with shareholders of Common Stock (and with other shares entitled to votethereon), including, without limitation, the election of all of the directorsof the Corporation.

 

(2)            8% CumulativePerpetual 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 ofvoting upon any resolutions requiring the approval of the holders of shares of8% Cumulative Perpetual Preferred Stock, Series B, voting as a separateclass or series, the presence in person or by proxy of the holders of amajority of the shares of 8% Cumulative Perpetual Preferred Stock, Series Bthen outstanding shall constitute a quorum of the 8% Cumulative PerpetualPreferred Stock, Series B; the holders of shares of 8% CumulativePerpetual Preferred Stock, Series B shall be entitled to cast one vote pershare of 8% Cumulative Perpetual Preferred Stock, Series B; and suchresolution shall be deemed approved upon the affirmative vote of the holders ofa majority of the outstanding shares of 8% Cumulative Perpetual PreferredStock, Series B present in person or represented by proxy at such meeting.

 

(3)            Action Without aMeeting.  Any action required by theCalifornia Corporations Code to be taken at any annual or special meeting ofholders of 8% Cumulative Perpetual Preferred Stock, Series B, voting as aseparate class or series, may be taken without a meeting, without prior noticeand without a vote, if a consent or consents in writing, setting forth theaction so taken, shall be signed by the holders of outstanding shares of 8%Cumulative Perpetual Preferred Stock, Series B having not less than theminimum number of votes that would be necessary to authorize or take suchaction at a meeting of the holders of 8% Cumulative Perpetual Preferred Stock, Series Bat which all shares entitled to vote thereon are present and voted and shall bedelivered (by hand, facsimile, U.S. Postal Service or overnight deliveryservice) to the Corporation by delivery to its registered office in the Stateof California, its principal place of business, or any officer or agent of the Corporationhaving custody of the book in which proceedings of meetings of the holders of8% Cumulative Perpetual Preferred Stock, Series B are recorded.

 

Everywritten 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 corporateaction without a meeting by less than unanimous written consent shall, to theextent, required by applicable law, be given to those holders of 8% CumulativePerpetual Preferred Stock, Series B who have not consented in writing, andwho, if the action had been taken at a meeting, would have been entitled tonotice of the meeting if the record date for such meeting had been the datethat written consents signed by a sufficient number of holders to take theaction were delivered to the Corporation.

 

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(4)            Major Actions.  Notwithstanding anything to the contrary setforth in the Articles of Incorporation, as amended or the Bylaws, as amended ofthe Corporation, the affirmative vote of the holders of a majority of theoutstanding shares of 8% Cumulative Perpetual Preferred Stock, Series Bacting in accordance with paragraph (b)(2) or (b)(3), voting as a separateclass, shall be a prerequisite to:

 

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

 

(ii)           the redemption ofany stock that is junior in ranking to the 8% Cumulative Perpetual PreferredStock, Series B;

 

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

 

(iv)          any amendment tothis paragraph b(4).

 

(c)            Dividends.  The holders of the 8% Cumulative PerpetualPreferred Stock, Series B shall be entitled to receive dividends,semi-annually at the rate of 8% per annum of $20.00 ($0.80 per dividendpayment) per share, payable on June 15 and December 15 of eachyear.  Dividends on the 8% CumulativePerpetual Preferred Stock, Series B shall (i) accrue on each suchshare from the date of its original issuance and shall accrue day to day,whether or not declared; (ii) be payable before any dividends on theCorporation’s Common Stock or other shares of Preferred Stock are paid or declaredand set apart; and (iii) be cumulative, so that if dividends required tobe paid under this clause on the outstanding 8% Cumulative Perpetual PreferredStock, Series B have not been paid or set apart for any year or yearsafter 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 setapart for payment, but without interest, before any distribution, by dividendor 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 CommonStock or other shares of Preferred Stock. “Distribution” in this paragraph (c) means the transfer of cash orproperty without consideration, whether by way of dividend or otherwise (excepta dividend in shares of the Corporation which are junior to the 8% CumulativePerpetual Preferred Stock, Series B as to dividends or assets) includingany such transfer by a subsidiary of the Corporation.  The time of any distribution by way ofdividend shall be the date of declaration thereof.

 

(d)           ConversionRights.  The shares of 8% CumulativePerpetual Preferred Stock, Series B shall have the following rights ofconversion.

 

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(1)            OptionalConversion.  On or after December 31,2010, any holder of shares of 8% Cumulative Perpetual Preferred Stock, Series Bshall have the right, at its option, provided that notice of conversion isgiven by the holder of shares of 8% Cumulative Perpetual Preferred Stock, Series Bat least three business days prior to a conversion date (“Conversion Date”) toconvert, subject to the terms and provisions of this paragraph (d), any or allof such holder’s shares of 8% Cumulative Perpetual Preferred Stock, Series Binto such number of fully paid and nonassessable shares of the Corporation’sCommon Stock as is equal to the product of (i) the number of shares of 8%Cumulative Perpetual Preferred Stock, Series B being so convertedmultiplied by (ii) the quotient (“Conversion Rate”) of (x) the sum of$20.00 plus any unpaid dividends on the 8% Cumulative Perpetual PreferredStock, Series B after issuance divided by (y) $2.50 (subject toadjustment as provided in paragraph (d)(3) below.).  The “Conversion Date” shall mean the firstbusiness day on or after June 15, or December 15 in any calendaryear, at which time the Preferred Shares are effectively converted into sharesof the Corporation’s Common Stock.  Suchconversion right shall be exercised by the surrender of certificate(s) representingthe shares of 8% Cumulative Perpetual Preferred Stock, Series B to beconverted to the Corporation at any time during usual business hours at itsprincipal place of business maintained by it (or such other office or agency ofthe Corporation as the Corporation may designate by notice in writing to theholders of shares of 8% Cumulative Perpetual Preferred Stock, Series B),accompanied by written notice that the holder elects to convert such shares of8% Cumulative Perpetual Preferred Stock, Series B and specifying the nameor names (with address) in which a certificate or certificates for shares ofthe Corporation’s Common Stock are to be issued and (if so required by theCorporation) by a written instrument or instruments of transfer in formreasonably satisfactory to the Corporation duly executed by the holder or itsduly 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 conversionshall be delivered to the Corporation for cancellation and canceled by it.  As promptly as practicable after theapplicable Conversion Date, the Corporation shall (subject to compliance withthe applicable provisions of federal and state securities laws) deliver to theholder of such shares so surrendered certificate(s) representing thenumber of fully paid and nonassessable whole shares of the Corporation’s CommonStock into which such shares are entitled to be converted and cash in lieu ofany fractional share.  At the time of thesurrender of such certificate(s), the person or entity in whose name anycertificate(s) for shares of Common Stock shall be issuable upon suchconversion shall be deemed to be the holder of record of such shares of CommonStock on such date, notwithstanding that the share register of the Corporationshall then be closed or that the certificates representing such Common Stock ofthe Corporation shall not then be actually delivered to such person or entity.

 

(2)            Termination ofRights.  On the date of such optionalconversion pursuant to paragraph (d)(1) above all rights with respect tothe shares of 8% Cumulative Perpetual Preferred Stock, Series B soconverted, including the rights, if any, to receive notices and vote, shallterminate, except only the rights of holders thereof to (i) receivecertificates for the number of shares of the Corporation’s Common Stock intowhich such shares of 8% Cumulative Perpetual Preferred Stock, Series Bhave been converted and (ii) exercise the rights to which they areentitled as holders of the Corporation’s Common Stock.

 

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(3)            (A)          Dividend, Subdivision,Combination or Reclassification of Common Stock.  In the event that the Corporation shall atany time or from time to time, prior to conversion of shares of 8% CumulativePerpetual Preferred Stock, Series B (w) pay a dividend or make adistribution on the outstanding shares of Common Stock payable in capital stockof the Corporation, (x) subdivide the outstanding shares of Common Stockinto a larger number of shares, (y) combine the outstanding shares ofCommon Stock into a smaller number of shares or (z) issue any shares ofits capital stock in a reclassification of the Common Stock (other than anysuch event for which an adjustment is made pursuant to another clause of thisparagraph (d)(3)), then, and in each such case, the Conversion Rate in effectimmediately prior to such event shall be adjusted (and any other appropriateactions shall be taken by the Corporation) so that the holder of any share of8% Cumulative Perpetual Preferred Stock, Series B thereafter surrenderedfor conversion shall be entitled to receive the number of shares of CommonStock or other securities of the Corporation that such holder would have ownedor would have been entitled to receive upon or by reason of any of the eventsdescribed above, had such share of 8% Cumulative Perpetual Preferred Stock, Series Bbeen 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 anysuch dividend or distribution, to a date immediately following the close ofbusiness on the record date for the determination of holders of Common Stockentitled to receive such dividend or distribution or (y) in the case ofany such subdivision, combination or reclassification, to the close of businesson the day upon which such corporate action becomes effective.

 

(B)            CertainDistributions.  In case the Corporationshall at any time or from time to time, prior to conversion of shares of 8%Cumulative Perpetual Preferred Stock, Series B, distribute to all holdersof shares of the Common Stock (including any such distribution made inconnection with a merger or consolidation in which the Corporation is theresulting 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 cashdividends in which holders of shares of 8% Cumulative Perpetual PreferredStock, Series B participate; dividends payable in shares of Common Stockfor which adjustment is made under another subparagraph of this paragraph (d);or the issuance by another entity of capital stock in consideration of anacquisition that also provides adequate consideration to the holders of 8%Cumulative Perpetual Preferred Stock, Series B approved by the Board ofDirectors) or rights or warrants to subscribe for or purchase of any of theforegoing, then, and in each such case, the Conversion Rate then in effectshall be adjusted (and any other appropriate actions shall be taken by theCorporation) by multiplying the Conversion Rate in effect immediately prior tothe date of such distribution by a fraction (x) the denominator of whichshall be the then current market price of the Common Stock immediately prior tothe date of distribution less the then fair market value (as determined by theBoard of Directors in the exercise of their fiduciary duties) of the portion ofthe cash, evidences of indebtedness, securities or other assets so distributedor of such rights or warrants applicable to one share of Common Stock and (y) thenumerator of which shall be the then current market price of the Common Stockimmediately prior to the date of distribution (but such fraction shall not beapplicable with respect to any distribution of rights or warrants to subscribefor or purchase securities of the Corporation if the holder of shares of 8%Cumulative Perpetual Preferred

 

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

 

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

 

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

 

(5)            Certificate as toAdjustments.  Upon any adjustment in theConversion Rate, the Corporation shall maintain a detailed record of any andall such adjustments setting forth in reasonable detail the event requiring theadjustment and the method by which such adjustment was calculated andspecifying the increased or decreased Conversion Rate then in effect followingsuch adjustment.

 

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

 

(7)            Reservation ofCommon Stock.  The Corporation shall atall times reserve and keep available for issuance upon the conversion of sharesof 8% Cumulative Perpetual Preferred Stock, Series B, such number of itsauthorized but unissued shares of Common Stock as will from time to time besufficient to permit the conversion of all outstanding shares of 8% CumulativePerpetual Preferred Stock, Series B, and shall take all action to increasethe authorized number of shares of Common Stock if at any time there shall beinsufficient authorized but unissued shares of Common Stock to permit suchreservation or to permit the conversion of all outstanding shares of 8%Cumulative Perpetual Preferred Stock, Series B; provided, that the holdersof shares of 8% Cumulative Perpetual Preferred Stock, Series B shall votesuch shares in favor of any such action that requires a vote of shareholders.

 

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(8)            No Conversion Taxor Charge.  The issuance or delivery ofcertificates for Common Stock upon the conversion of shares of 8% CumulativePerpetual Preferred Stock, Series B shall be made without charge to theconverting holder of shares of 8% Cumulative Perpetual Preferred Stock, Series Bfor such certificates or for any tax in respect of the issuance or delivery ofsuch certificates or the securities represented thereby, and such certificatesshall be issued or delivered in the respective names of, or (subject tocompliance 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% CumulativePerpetual Preferred Stock, Series B converted; provided, however, that theCorporation shall not be required to pay any tax which may be payable inrespect of any transfer involved in the issuance and delivery of any suchcertificate in a name other than that of the holder of the shares of 8%Cumulative Perpetual Preferred Stock, Series B converted, and theCorporation shall not be required to issue or deliver such certificate unlessor until the person(s) or entity(ies) requesting the issuance or deliverythereof shall have paid to the Corporation the amount of such tax or shall haveestablished to the reasonable satisfaction of the Corporation that such tax hasbeen paid.

 

(e)            LiquidationRights.  In the event of a voluntary orinvoluntary liquidation, dissolution or winding up of the Corporation, theholders of shares of 8% Cumulative Perpetual Preferred Stock, Series Bshall be entitled to receive out of the assets of the Corporation, whether suchassets are capital or surplus of any nature, an amount equal to $20.00 pershare of 8% Cumulative Perpetual Preferred Stock, Series B and a furtheramount 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 ofshares of 8% Cumulative Perpetual Preferred Stock, Series B, whetherdeclared or not, and no more, before any payment shall be made or any assetsdistributed to the holders of shares of the Corporation’s Common Stock or othershares of Preferred Stock.

 

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

 

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

 

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

 

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(f)            Right ofRedemption.

 

(1)            The shares of the8% Cumulative Perpetual Preferred Stock, Series B are not redeemable atthe option of the holder.

 

(2)            The shares of the8% Cumulative Perpetual Preferred Stock, Series B are redeemable at theoption of the Corporation, subject to prior approval of the Board of Governorsof the Federal Reserve System, at a price of $22.00 per share plus alloutstanding and unpaid dividends with at least ten (10) days’ prior noticeof redemption.

 

(g)           No PreemptiveRights.  The shares of 8% CumulativePerpetual Preferred Stock, Series B shall not have any preemptive rights.

 

RESOLVED FURTHER, that the Chairman of the Board, the President or anyVice President, and the Secretary, the Chief Financial Officer, the Treasurer,or any Assistant Secretary or Assistant Treasurer of the Corporation are eachauthorized to execute, verify and file a Certificate of Determination inaccordance with California law.

 

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

 

Wefurther declare under penalty of perjury under the laws of the State ofCalifornia that the matters set forth in this certificate are true and correctof 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 |

 

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TRANSFER OF THIS CERTIFICATE

IS RESTRICTED.

SEELEGEND 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 PERPETUALPREFERRED STOCK, SERIES B OF

 

Community Valley Bancorptransferable in person or by duly authorized attorney upon surrender of thiscertificate properly endorsed.  Thiscertificate and the shares represented hereby are subject to the provisions ofthe Articles of Incorporation, all amendments thereto and the Bylaws of theCorporation, and to the rights, preferences and voting powers of the PreferredStock of the Corporation now or hereafter outstanding; the terms of all suchprovision, rights, preferences and voting powers in the Certificate ofDetermination for the Corporation’s Preferred Stock Series B beingincorporated herein by reference.

 

IN WITNESS THEREOF, CommunityValley Bancorp has caused this certificate to be executed by signatures of itsduly authorized officers.

 
|      |   | DATED DECEMBER      ,  2009 |
|-----------|--------|------------------------------------------------------|
|      |   |                                                 |
|      |   |                                                 |
|      |   |                                                 |
|      |   |                                                 |
|      |   |                                                 |
| President |   | Secretary                                            |

 

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COMMUNITYVALLEY BANCORP

 

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

 

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

 

THISINSTRUMENT IS ISSUED SUBJECT TO RIGHTS, PRIVILEGES, PREFERENCES ANDRESTRICTIONS IN THE CERTIFICATE OF DETERMINATION FILED WITH THE CALIFORNIASECRETARY OF STATE FOR THE COMPANY’S PREFERRED STOCK SERIES B.

 

Thefollowing abbreviations, when used in the inscription on the face of thiscertificate, shall be construed as though they were written out in full accordingto 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) |
|                                                                                                 |                                                                                                                                                                                                                                                                                                                                                                                  |  |  |  |  |  |  |  |  |

 

Additionalabbreviations may also be used though not in the above list.

 

PLEASEINSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE

 

Forvalue received,                                          herebysell, 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 |   |   |
|                                                                                                                       |
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| 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. |

 

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