Shareholder Certificate of Shares

SHAREHOLDER CERTIFICATE OF SHARES

This Shareholder Certificate (the Certificate) certifies that Corporation Name: , a corporation duly organized and existing under the laws of State of Incorporation: , with corporation identification number or file number: (the Corporation), hereby certifies that Shareholder Name: is the owner of record of shares of of the Corporation, par value per share. Certificate No.: Issued on: .

RECITALS

WHEREAS, the Corporation is authorized to issue shares of the class specified above and the Board of Directors has duly adopted resolutions authorizing issuance of the shares evidenced by this Certificate;

WHEREAS, the shareholder named above has acquired the shares through purchase, subscription, or transfer pursuant to the Corporation's governing instruments, shareholder agreement and applicable law, on or about: ; and has agreed to be bound by the restrictions, rights and obligations contained herein and in the Corporation's articles, bylaws and any shareholder agreement.

WHEREAS, issuance of this Certificate is subject to the conditions and restrictions set forth below.

NOW, THEREFORE, in consideration of the premises and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Corporation certifies as follows:

1. CERTIFICATE OF SHARES

The Corporation hereby certifies that the shareholder named above is the registered owner of the number and class of shares set forth above. The shares represented by this Certificate are, upon issuance, fully paid and nonassessable to the maximum extent permitted by applicable law, subject to the Corporation's articles of incorporation and bylaws.

2. RIGHTS, PREFERENCES AND RESTRICTIONS

The shares evidenced by this Certificate shall have the rights, preferences, privileges and restrictions set forth in the Corporation's articles of incorporation and any shareholder agreement, including without limitation voting rights, dividend rights and rights on liquidation. Such rights are incorporated herein by reference and control to the extent of any inconsistency with this Certificate.

Transfer of these shares is subject to any transfer restrictions, rights of first refusal, buyback rights, and other limitations set forth in the Corporation's governing agreements. The following legend shall appear on the face of any certificate evidencing restricted shares:

The shareholder acknowledges that the shares may be subject to federal and state securities laws and agrees not to transfer, assign, pledge, hypothecate or otherwise dispose of the shares except in compliance with such laws and the Corporation's transfer provisions.

3. TRANSFER AND REGISTRATION

Transfers of ownership shall be effected only upon surrender of this Certificate, duly endorsed by the registered holder or by the holder's legal representative, and upon compliance with the Corporation's transfer procedures. The Corporation may refuse to register any transfer not made in accordance with the Corporation's articles, bylaws and agreements.

The Corporation's transfer agent or the Corporation's secretary shall record any transfer on the Corporation's books. The registered holder consents to the Corporation's reasonable requests for documentation to effectuate transfers, including execution of affidavits and compliance with legend removal procedures.

4. REPRESENTATIONS, WARRANTIES AND COVENANTS

The shareholder represents and warrants to the Corporation that such shareholder has full power and authority to hold and to transfer the shares, that the shares are owned free and clear of liens and encumbrances except as disclosed in writing to the Corporation, and that any transfer shall comply with the Corporation's governing instruments and applicable law.

5. LOST OR DESTROYED CERTIFICATES

In the event this Certificate is lost, stolen or destroyed, a replacement may be issued upon receipt of an affidavit of loss, indemnity or other reasonable evidence satisfactory to the Corporation, and upon compliance with any conditions imposed by the Corporation to indemnify it against any claim that may arise with respect to the original certificate.

6. NOTICES

7. MISCELLANEOUS

Governing Law: This Certificate and any dispute arising out of or relating to it shall be governed by and construed in accordance with the laws of the State of Incorporation specified above, without regard to conflict of law principles.

Entire Agreement: This Certificate, together with the Corporation's articles of incorporation, bylaws and any shareholder agreement or restrictive legend referenced herein, constitutes the entire agreement with respect to the subject matter hereof and supersedes all prior agreements and understandings between the parties with respect to the subject matter.

Severability: If any provision of this Certificate is held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions shall not be affected or impaired thereby.

Amendments and Waiver: This Certificate may be amended or waived only by a written instrument signed by the Corporation and the holder of this Certificate or as otherwise provided in the Corporation's governing documents. No failure or delay by any party in exercising any right shall operate as a waiver of that right.

Counterparts: This Certificate may be executed in counterparts and by electronic signature, each of which shall be deemed an original and all of which taken together shall constitute one and the same instrument; however issuance of shares shall be subject to originals or other documentation as required by the Corporation.

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