=========================================================================== [NUMBER] [SHARES] [----------] [----------] | PC | {Picture of Woman | | [----------] Holding Globe} [----------] SERIES C CUMULATIVE NO PAR VALUE CONVERTIBLE PREFERRED STOCK CUSIP 590438 50 3 This Certificate is See Reverse for Transferable in New York, Certain Definitions New York and in Charlotte, North Carolina MERRY LAND & INVESTMENT COMPANY, INC. Incorporated Under the Laws of the State of Georgia [-------------------------------------------------------------------------] | | | This certifies that | | | | | | | | | | | | | | is the | | owner of | | | [-------------------------------------------------------------------------] Fully Paid and Non-Assessable Shares of the Series C Cumulative Convertible Preferred Stock of Merry Land & Investment Company, Inc. transferable in person or by duly authorized attorney, upon surrender of this Certificate, properly endorsed. This Certificate is not valid until countersigned and registered by the Transfer Agent and Registrar CERTIFICATE OF STOCK Witness, the facsimile seal of the Corporation and the facsimile signatures of the duly authorized officers. Dated {SEAL} Merry Land & Investment Company, Inc. W. Hale Barrett Corporate Seal W. Tennent Houston Secretary 1966 President Georgia {SEAL} {Printed sideways on bottom right of Certificate:} Countersigned and Registered: FIRST UNION NATIONAL BANK OF NORTH CAROLINA (Charlotte, North Carolina) Transfer Agent By and Registrar Authorized Signature {End of sideways printing.} =========================================================================== MERRY LAND & INVESTMENT COMPANY, INC. THE CORPORATION WILL FURNISH TO ANY SHAREHOLDER, UPON REQUEST AND WITHOUT CAUSE, A FULL STATEMENT OF THE DESIGNATIONS, RELATIVE RIGHTS, PREFERENCES, RESTRICTIONS ON TRANSFER AND LIMITATIONS OF THE SHARES OF EACH CLASS AND SERIES AUTHORIZED TO BE ISSUED AND THE VARIATIONS IN THE RELATIVE RIGHTS AND PREFERENCES BETWEEN THE SHARES OF EACH SERIES OF PREFERRED STOCK SO FAR AS THE SAME HAVE BEEN FIXED AND DETERMINED. 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 __________ (Qual) (Minor) under Uniform Gifts to Minors Act _______________ (State) TEN ENT -- as tenants by the entireties JT TEN -- as joint tenants with right of survivorship and not as tenants in common Additional abbreviations may also be used though not in the above list. For value received, _____ hereby sell, assign and transfer unto Please Insert Social Security Number of Assignee [--------------------] | | | | [--------------------]------------------------------------------- - ----------------------------------------------------------------- Please Print or Typewrite Name and Address Including Postal Zip Code of Assignee _________________________________________________________________ _________________________________________________________________ __________________________________________________________ Shares of the Series C Cumulative Convertible Preferred 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, ____________________ __________________________________________________ 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: ___________________________________ 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. KEEP THIS CERTIFICATE IN A SAFE PLACE. IF IT IS LOST, STOLEN, MUTILATED OR DESTROYED, THE CORPORATION WILL REQUIRE A BOND OF INDEMNITY AS A CONDITION TO THE ISSUANCE OF A REPLACEMENT CERTIFICATE.