SPIRO T. AGNEW, Governor                      1337

AND (III) THE CREATION OR ASSIGNMENT OF A SECURITY
INTEREST. A FORECLOSURE SALE OR OTHER TRANSFER
BY A PERSON WHO ACQUIRED HIS INTEREST OR POWER
IN A TRANSACTION DESCRIBED IN THE FOREGOING
CLAUSES (I), (II) AND (III) SHALL BE A TRANSFER SUB-
JECT TO ALL THE PROVISIONS OF THIS SECTION, AND THE
PERSON EFFECTING SUCH FORECLOSURE SALE OR OTHER
TRANSFER SHALL BE TREATED AS AND HAVE THE RIGHTS
OF A HOLDER OF THE STOCK UNDER THIS SECTION IN
CONNECTION WITH SUCH TRANSFER.

102.    Restrictions on Issue or Sale of Stock by a Close Corpo-

ration.

(a)    No shares of its stock (including treasury stock) may be
issued or sold by a close corporation at any time that there are shares
of its stock already outstanding, except upon the affirmative vote of
the holders of all outstanding stock of the corporation, unless other-
wise provided by a stockholders' agreement authorized by Section 104
of this Article.

(b)    A close corporation shall not issue or sell HAVE OUT-
STANDING (i) any securities (including stock) which are converti-
ble into its stock, (ii) any voting securities other than stock and (iii)
any options, warrants or other rights to subscribe for or purchase any
of its stock which are other than nontransferable.

103.    Unanimous Stockholder Vote—Close Corporations.

(a)    A close corporation may deny or restrict the voting rights of
any of its stock in accordance with this Article; provided, that re-
gardless of any such denial or restriction, all stock shall have voting
rights on any matter required by any section of this subtitle to
be authorized by affirmative vote of all the stockholders or sub-
scribers for stock of a close corporation.

(b)    Section 42(c) of this Article shall not apply to any require-
ment of affirmative vote or assent of all holders of or subscribers for
stock contained in any section of this subtitle.

104.    Stockholders' Agreements—Close Corporations.

(a) The stockholders of a close corporation may, by an agreement
to which all of the stockholders of the corporation have actually
assented, regulate any aspect of the affairs of the corporation or the
relations of the stockholders, including, but not limited to:

(1)    the management of the business and affairs of the corpora-
tion;

(2)    restrictions on the transfer of stock;

(8) the right of one or more stockholders to dissolution of the
corporation at will or upon the occurrence of a specified event or
contingency;

(4) the exercise or division of voting power;

(5) the terms and conditions of the employment of any officer
or employee regardless of the length of the period of such employ-
ment;