#1 Restriction Clause
Any Stockholder, including 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 one arbitrator. The directors shall within thirty (30) 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.
The shares represented by this certificate have not been registered under the
Securities Act of 1933, as amended, or applicable state securities laws, and may not be
offered, sold or otherwise transferred, pledged or hypothecated unless and until such
shares are registered under such Act, or such laws, or an opinion of counsel satisfactory
to the Company is obtained to the effect that such registration is not required.
