IMPORTANT NOTICE
The shares represented by this certificate are subject to restrictions on beneficial and constructive ownership and transfer. Subject to certain further restrictions and except as expressly provided in the corporation’s charter, during the period commencing on the initial date and prior to the restriction termination date (i) no person may beneficially or constructively own shares of any class or series of the capital stock of the corporation in excess of nine and eight-tenths percent (9.8%) in value or in number of shares, whichever is more restrictive, of any class or series of capital stock of the corporation unless such person is an excepted holder (in which case the excepted holder limit shall be applicable); (ii) no person may beneficially or constructively own shares of capital stock that would result in the corporation being “closely held” under section 856(h) of the code; (iii) during the period commencing on the initial date and prior to the date the common stock qualifies as a class of publicly-offered securities, no person may transfer shares of capital stock that would result in the capital stock of the corporation being beneficially owned by less than one hundred (100) persons (determined without reference to any rules of attribution); (iv) no person may beneficially own shares of capital stock that would result in 25% or more of any class of capital stock being beneficially owned by one or more benefit plan investors, disregarding capital stock owned by controlling persons (other than controlling persons which are benefit plan investors); and (v) during the period commencing on the initial date and prior to the date the common stock qualifies as a class of publicly-offered securities, no person may transfer shares of capital stock without obtaining from its transferee a representation and agreement that (a) its transferee is not (and will not be), and is not acting on behalf of, a benefit plan investor or a controlling person and (b) such transferee will obtain from its transferee the representation and agreement set forth in this clause (v) (including without limitation clauses (a) and (b)). Any person who beneficially or constructively owns or attempts to beneficially or constructively own shares of capital stock which causes or will cause a person to beneficially or constructively own shares of capital stock in excess or in violation of the above limitations must immediately notify the corporation. If any of the restrictions on transfer or ownership in (i), (ii) and (iii) above are violated, the shares of capital stock represented hereby will be automatically transferred to a trustee of a charitable trust for the benefit of one or more charitable beneficiaries. If, notwithstanding the foregoing sentence, a transfer to the charitable trust is not effective for any reason to prevent a violation of the restrictions on transfer and ownership in (i), (ii) and (iii) above, then the attempted transfer of that number of shares of capital stock that otherwise would cause any person to violate such restrictions shall be void ab initio. If any of the restrictions on transfer and ownership in (iv) and (v) above are violated, then the attempted transfer of that number of shares of capital stock that otherwise would cause any person to violate such restrictions shall be void ab initio. If, notwithstanding the foregoing sentence, a purported transfer is not treated as being void ab initio for any reason, then the shares transferred in such violation shall automatically be transferred to a charitable trust for the benefit of a charitable beneficiary, and the purported owner or transferee will acquire no rights in such shares. In addition, the corporation may redeem shares upon the terms and conditions specified by the board of directors in its sole discretion if the board of directors determines that ownership or a transfer or other event may violate the restrictions described above. All capitalized terms in this legend have the meanings defined in the charter of the corporation, as the same may be amended from time to time, a copy of which, including the restrictions on transfer and ownership, will be furnished to each holder of capital stock of the corporation on request and without charge. Requests for such a copy may be directed to the secretary of the corporation at its principal office.
The corporation will furnish to any stockholder of the corporation upon request and without charge a full statement of (1) the designations and any preferences, conversion and other rights, voting powers, restrictions, limitations as to dividends, qualifications and terms and conditions of redemption of the stock of each class which the corporation is authorized to issue; and (2) with respect to the classes of stock which may be issued in series, a full statement of (a) the differences in the relative rights and preferences between the shares of each series to the extent they have been set; and (b) the authority of the board of directors to set the relative rights and preferences of subsequent series.
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 MINACT-_____ Custodian ______ |
| TEN ENT — as tenants by the entireties | | (Cust) (Minor) |
| |
| JT TEN — as joint tenants with right of survivorship and not as tenants in common | | Under Uniform Gifts to Minors
Act ___________ |
| | (State) |
Additional abbreviations may also be used though not in the above list.
