¹ An assignment of a capital contribution requires the consent of the members’ general meeting. The members’ general meeting may refuse consent without stating its reasons.

² The articles of association made deviate from the foregoing by:

1.

waiving the requirement of consent to the assignment;

2.

stating the grounds justifying refusal of consent to the assignment;

3.

providing that consent to the assignment may be refused if the company offers to acquire the capital contribution from the seller at its true value;

4.

prohibiting any assignment;

5.

providing that consent to the assignment may be refused if there is doubt that obligations under the articles of association to make additional financial or material contributions will be fulfilled and security requested by the company is not provided.

³ Where the articles of association prohibit assignment or the members' general meeting refuses to consent to the assignment, the right to resign for good cause is reserved.