10-627

10-627. Restriction on transfer of shares and
other securities; definition

A. The articles of incorporation, the bylaws, an agreement among shareholders or an
agreement between shareholders and the corporation may impose restrictions on the
transfer or registration of transfer of shares of the corporation. A restriction does
not affect shares issued before the restriction was adopted unless the holders of the
shares are parties to the restriction agreement or voted in favor of the restriction.

B. A restriction on the transfer or registration of transfer of shares is valid and
enforceable against the holder or a transferee of the holder if the restriction is
authorized by this section and if its existence is noted conspicuously on the front or
back of the certificate or is contained in the information statement required by section
10-626, subsection B. Unless so noted, a restriction is not enforceable against a person
without knowledge of the restriction.

C. A restriction on the transfer or registration of transfer of shares is
authorized:

1. To maintain the corporation's status if it is dependent on the number or
identity of its shareholders.

2. To preserve exemptions under federal or state securities law.

3. For any other reasonable purpose.

D. A restriction on the transfer or registration of transfer of shares may:

1. Obligate the shareholder first to offer the corporation or other persons
separately, consecutively or simultaneously an opportunity to acquire the restricted
shares.

2. Obligate or permit the corporation or other persons separately, consecutively or
simultaneously to acquire the restricted shares.

3. Require the corporation, the holders of any class of its shares or another
person to approve the transfer of the restricted shares, if the requirement is not
manifestly unreasonable.

4. Prohibit the transfer of the restricted shares to designated persons or classes
of persons, if the prohibition is not manifestly unreasonable.

5. Impose any other restriction on transfer or registration that is not manifestly
unreasonable.

E. For purposes of this section, "shares" includes a security convertible into or
carrying a right to subscribe for or acquire shares.