The Preferred Stock described above is exempt from registration under the Securities Act of 1933, as amended (the “Act”), pursuant to Section 3(a)(5) of the Act and is exempt from state registration or qualification requirements pursuant to applicable exemptions from such requirements or pursuant to Section 18 of the Act’s preemption of such requirements. The Preferred Stock is a “covered security” pursuant to Section 18(b)(4)(E) of the Act. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved the Preferred Stock or determined if the offering circular is accurate or adequate. Any representation to the contrary is a criminal offense. This announcement is under no circumstances to be construed as an offer to sell or as a solicitation of an offer to buy the Preferred Stock in any state or other jurisdiction where the offer or sale of the Preferred Stock is not permitted. In addition, the issuer is not offering to sell or soliciting an offer to buy the Preferred Stock from any person or entity in Alabama, Delaware, the District of Columbia, Florida, Maryland, Nebraska, Nevada, Tennessee, Texas, Utah or Virginia.