Okla. Stat. tit. 18, § 18-1055

RESTRICTION ON TRANSFER OF SECURITIES

A. A written restriction or restrictions on the transfer or

registration of transfer of a security of a corporation, or on the

amount of a corporation’s securities that may be owned by any person

or group of persons, if permitted by this section and noted

conspicuously on the certificate or certificates representing the

security or securities so restricted or, in the case of

uncertificated shares, contained in the notice or notices sent

pursuant to the provisions of subsection F of Section 1032 of this

title, may be enforced against the holder of the restricted security

or securities or any successor or transferee of the holder including

an executor, administrator, trustee, guardian or other fiduciary

entrusted with like responsibility for the person or estate of the

holder. Unless noted conspicuously on the certificate or

certificates representing the security or securities so restricted

or, in the case of uncertificated shares, contained in the notice or

notices sent pursuant to the provisions of subsection F of Section

1032 of this title, a restriction, even though permitted by this

section, is ineffective except against a person with actual

knowledge of the restriction.

B. A restriction on the transfer or registration of transfer of

securities of a corporation, or on the amount of a corporation’s

securities that may be owned by any person or group of persons, may

be imposed either by the certificate of incorporation or by the

bylaws or by an agreement among any number of security holders or

among such holders and the corporation. No restriction so imposed

shall be binding with respect to securities issued prior to the

adoption of the restriction unless the holders of the securities are

parties to an agreement or voted in favor of the restriction.

C. A restriction on the transfer or registration of transfer of

securities of a corporation or on the amount of a corporation’s

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securities that may be owned by any person or group of persons is

permitted by the provisions of this section if it:

1. Obligates the holder of the restricted securities to offer

to the corporation or to any other holders of securities of the

corporation or to any other person or to any combination of the

foregoing, a prior opportunity, to be exercised within a reasonable

time, to acquire the restricted securities;

2. Obligates the corporation or any holder of securities of the

corporation or any other person or any combination of the foregoing,

to purchase the securities which are the subject of an agreement

respecting the purchase and sale of the restricted securities;

3. Requires the corporation or the holders of any class of

securities of the corporation to consent to any proposed transfer of

the restricted securities or to approve the proposed transferee of

the restricted securities or to approve the amount of securities of

the corporation that may be owned by any person or group of persons;

4. Obligates the holder of the restricted securities to sell or

transfer an amount of restricted securities to the corporation or to

any other holders of securities of the corporation or to any other

person or to any combination of the foregoing, or causes or results

in the automatic sale or transfer of an amount of restricted

securities to the corporation or to any other holders of securities

of the corporation or to any other person or to any combination of

the foregoing; or

5. Prohibits or restricts the transfer of the restricted

securities to, or the ownership of restricted securities by,

designated persons or classes of persons or groups of persons, and

such designation is not manifestly unreasonable.

D. Any restriction on the transfer or the registration of

transfer of the securities of a corporation, or on the amount of

securities of a corporation that may be owned by a person or group
transfer of the restricted

securities to, or the ownership of restricted securities by,

designated persons or classes of persons or groups of persons, and

such designation is not manifestly unreasonable.

D. Any restriction on the transfer or the registration of

transfer of the securities of a corporation, or on the amount of

securities of a corporation that may be owned by a person or group

of persons, shall be conclusively presumed to be for a reasonable

purpose for any of the following purposes:

1. Maintaining any local, state, federal or foreign tax

advantage to the corporation or its shareholders, including without

limitation:

a. maintaining the corporation’s status as an electing

small business corporation under Subchapter S of the

United States Internal Revenue Code,

b. maintaining or preserving any tax attribute,

including, without limitation, net operating losses,

or

c. qualifying or maintaining the qualification of the

corporation as a real estate investment trust pursuant

to the United States Internal Revenue Code or

regulations adopted pursuant to the United States

Internal Revenue Code; or

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2. Maintaining any statutory or regulatory advantage or

complying with any statutory or regulatory requirements under

applicable local, state, federal, or foreign law.

E. Any other lawful restriction on transfer or registration of

transfer of securities, or on the amount of securities that may be

owned by any person or group of persons, is permitted by the

provisions of this section.