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The following Restrictions may be requested for the reverse of the Certificate:
Restriction
#1:
Any
stockholder, including the heirs, assigns, executors or administrators of a deceased
stockholder, desiring to sell, transfer or pledge such stock owned by him or them, shall
first offer it to the corporation through the Board of Directors, in the manner following:
He shall notify the directors of his desire to sell or transfer by
notice in writing, which notice shall contain the price at which he is willing to sell or
transfer and the name of the arbitrator. The directors shall within thirty days thereafter
either accept the offer, or by notice to him in writing name a second arbitrator, and
these two shall name a third. It shall then be the duty of the arbitrators to ascertain
the value of the stock, and if any arbitrator shall neglect or refuse to appear at any
meeting appointed by the arbitrators, a majority may act in the absence of such
arbitrator.
After the acceptance of the offer, or the report of the arbitrators
as to the value of the stock, the directors shall have thirty (30) days within which to
purchase the same at such valuation, but if at the expiration of thirty days, the
corporation shall not have exercised the right to so purchase, the owner of the stock
shall be at liberty to dispose of the same in any manner he may see fit.
No shares of stock shall be sold or transferred on the books of the
corporation until these provisions have been complied with, but the Board of Directors may
in any particular instance waive the requirements.
Restriction #2:
The
shares represented by this certificate are subject to restriction on transfer, a copy of
which will be furnished by the Company to the holder of this certificate upon written
request and without charge.
Restriction #3:
These
shares have not been registered under the Securities Act of 1933. They may not be offered
or transferred by sale, assignment, pledge or otherwise unless (i) a registration
statement for the shares under the Securities Act of 1933 is in effect or (ii) the
corporation has received an opinion of counsel which opinion is satisfactory to the
corporation, to the effect that such registration is not required under the Securities Act
of 1933.
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