This certificate has not been registered under the Securities Act of 1933. The corporation will not transfer this certificate unless (i) there is an effective registration covering the shares represented by this certificate under the Securities Act of 1933 and all applicable state securities laws, (ii) it first receives a letter from an attorney, acceptable to the board of directors or its agents, stating that in the opinion of the attorney the proposed transfer is exempt from registration under the Securities Act of 1933 and under all applicable state securities laws, (iii) the transfer is made pursuant to Rule 144 under the Securities Act of 1933.

The corporation will not transfer this certificate without first receiving an opinion of counsel, acceptable to the board of directors or its agents, that the proposed transfer will not adversely affect the corporation's federal S Corporation status.

The transfer of the shares of stock represented by the within certificate is restricted under the terms of an Agreement dated [DATE] a copy of which is on file at the offices of this corporation.

The sale, transfer, pledge, or any other disposition of the shares of stock represented by this certificate is subject to and is restricted by the terms of a [DESCRIBE] Agreement dated [DATE] among the corporation and its shareholders, of which the holder of this certificate is a party. A copy of this Agreement is on file at the offices of this corporation. The shares represented by this certificate may not be sold, transferred, pledged, or otherwise disposed of only upon compliance with this Agreement.

The corporation will furnish to any shareholder, upon written request and without charge, the designations, relative rights, preferences and limitations applicable to each class, the variations in rights, preferences and limitations determined for each series and the authority of the board of directors to determine variations for future series.

The shares represented by this certificate have not been registered under the Securities Act of 1933 and have been offered and sold in reliance on an exemption from registration provided by § 3(a)(11) of the Securities Act of 1933, as amended, and by Rule 147 (17 CFR 230.147). During the period the shares are being offered and sold by the issuer, and for the period ending nine months from the date of the last sale of shares by the issuer, the corporation will not transfer this certificate unless it first receives a letter from an attorney, acceptable to the board of directors or its agents, stating that in the opinion of the attorney the proposed transfer is exempt from registration under the Securities Act of 1933 and under all applicable state securities laws.