The Lima Arizona Legend on Stock Certificate Giving Notice of Restriction on Transfer due to Stock Redemption Agreement Requiring First an Offer to the Corporation and then an Offer to other Stockholders is a legal provision that outlines certain restrictions on transferring shares of stock in a corporation. This restriction is put in place to enforce a stock redemption agreement, which mandates that before selling or transferring the shares, the stockholder must first offer them to the corporation and other stockholders. This type of legend, commonly referred to as a "Lima Arizona Legend," serves as a notice to potential buyers or transferees that the stock being offered for sale is subject to specific transfer restrictions. These restrictions are in effect to protect the interests of the corporation and other existing stockholders, ensuring they have the opportunity to acquire the shares before an outside party. The Lima Arizona Legend is one of several types of legends used on stock certificates to convey specific information about the shares being traded. Other legends commonly found on stock certificates include: 1. Restricted Stock Legend: This legend signifies that the shares being transferred have restrictions imposed by either federal or state securities laws. These restrictions may include limitations on resale or transferability until specific conditions are met, such as a holding period or registration with the Securities and Exchange Commission (SEC). 2. Restricted Legend due to Lock-up Agreement: This legend is typically applied in the case of an initial public offering (IPO) or a private placement. It represents a lock-up period during which certain shareholders, generally company insiders or major stakeholders, are prohibited from selling or transferring their shares for a specific duration after the IPO or private placement. 3. Legend Requiring Consent of the Board of Directors: This legend indicates that any transfer of shares must receive prior approval from the company's board of directors. It empowers the board to review and assess the potential impact of the transfer on the company's ownership structure, strategic interests, or existing shareholders' rights. It is important to understand and abide by the specific requirements of the Lima Arizona Legend or any other legend mentioned on a stock certificate to ensure compliance with applicable regulations and contractual obligations. Stockholders should consult legal professionals or review the relevant agreements and bylaws to fully comprehend the implications of these restrictions before attempting any transfer of shares.