Provision Calling For Shareholder Management of Corporation

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PROVISION CALLING FOR SHAREHOLDER MANAGEMENT OF CORPORATION The business and affairs of the Corporation shall be managed by its shareholders. The Corporation shall not (1) have more than 35 shareholders of record, regardless of the numbers of classes of shares it may have issued, and (2) make an offering of any class of its stock if that offering would constitute a public offering under the United States Federal Securities Act of 33. Furthermore, the holder of any class of stock of the Corporation must offer to the Corporation, or to other shareholders of the Corporation, an opportunity to acquire his or her shares before they are sold or transferred to any person who at the time of the transfer is not a shareholder of this Corporation. A notice of this restriction on transferability shall be placed on all share certificates that have been or will be issued by the Corporation.

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