144A, (III) OUTSIDE THE UNITED
STATES IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 904 OF REGULATION S
UNDER THE SECURITIES ACT, (IV) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER
THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE) OR ANY OTHER
AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT OR
(V) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN
EACH OF CASES (I) THROUGH (V) IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS
OF ANY STATE OF THE UNITED STATES, AND (B) THE HOLDER WILL, AND EACH SUBSEQUENT
HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER OF THIS SECURITY FROM IT OF THE
RESALE RESTRICTIONS REFERRED TO IN (A) ABOVE.
PRIOR TO THE REGISTRATION OF ANY TRANSFER IN ACCORDANCE WITH CLAUSE (IV) ABOVE,
THE CORPORATION AND THE TRANSFER AGENT RESERVE THE RIGHT TO REQUIRE THE DELIVERY
OF SUCH LEGAL OPINIONS, CERTIFICATIONS, OR OTHER EVIDENCE AS MAY
REASONABLY BE REQUIRED IN ORDER TO DETERMINE THAT THE PROPOSED TRANSFER IS BEING
MADE IN COMPLIANCE WITH THE SECURITIES ACT AND APPLICABLE STATE SECURITIES
LAWS.
NO REPRESENTATION IS MADE AS TO THE AVAILABILITY OF ANY EXEMPTION FROM
THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.
EACH PURCHASER OF THIS SECURITY IS HEREBY NOTIFIED THAT THE SELLER OF THIS
SECURITY MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE
SECURITIES ACT PROVIDED BY RULE 144A OR RULE 904 OF REGULATION S THEREUNDER.
THE RESALE RESTRICTION TERMINATION DATE WILL BE THE DATE (1) THAT IS AT LEAST
ONE YEAR AFTER THE LAST ORIGINAL ISSUE DATE OF THE SERIES C PREFERRED STOCK; AND
(2) ON WHICH THE CORPORATION INSTRUCTS THE TRANSFER AGENT THAT THIS LEGEND SHALL
BE DEEMED REMOVED FROM THIS SECURITY, IN ACCORDANCE WITH THE PROCEDURES
DESCRIBED IN THE CERTIFICATE OF DESIGNATATIONS RELATING TO THIS SECURITY.
THE CORPORATION'S CERTIFICATE OF INCORPORATION, AS AMENDED, AUTHORIZES IT TO
ISSUE MORE THAN ONE CLASS OF STOCK, WHICH MAY BE ISSUED IN ONE OR MORE SERIES.
THE CORPORATION WILL FURNISH TO ANY STOCKHOLDER UPON REQUEST AND WITHOUT CHARGE
A FULL STATEMENT OF THE POWERS, DESIGNATIONS, PREFERENCES AND RELATIVE
PARTICIPATING, OPTIONAL OR OTHER SPECIAL RIGHTS OF THE SHARES EVIDENCED BY THIS
CERTIFICATE AND OF EACH OTHER CLASS OR SERIES OF STOCK THE CORPORATION IS
AUTHORIZED TO ISSUE, AND THE QUALIFICATIONS, LIMITATIONS OR RESTRICTIONS OF SUCH
PREFERENCES OR RIGHTS.
ANY SUCH REQUEST SHOULD MADE TO THE SECRETARY OF THE
CORPORATION."
(2) The Corporation may cause the removal of the restrictive legend described in
paragraph (D) (other than the last paragraph thereof) at any time on or after
the Resale Restriction Termination Date by: (I) instructing the Transfer Agent
in writing to remove the restrictive legend from any Global Security or
Certificated Security (such writing to be substantially in the form of Exhibit D
hereto), and (II) complying with any applicable procedures for delegending or
otherwise exchanging any such certificate for a certificate not bearing such
restrictive legend (including DTC's mandatory exchange process, if applicable);
whereupon the restrictive legend described in paragraph (D)