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5. Transfer of Stock. <br />A. No party shall sell, ti <br />shares of stock without the prior , <br />shareholders. Any shareholder desiri <br />his shares of stock shall first offer <br />other shareholders. Such party desir: <br />shall give written notice to the of <br />name of the proposed purchaser or tra <br />to be sold, the price for such shares <br />or transfer is to be made. The partie <br />have the right to purchase such shat <br />stated by written acceptance of the t <br />receiving such notice. If either sha <br />offer, either in whole or in part, <br />purchase the shares not so accepted. <br />be purchased, the sale shall be comp <br />paid within six months of notice of <br />shareholder. <br />B. If, upon giving of such <br />shares, neither the corporation nor th <br />notice elect to purchase the shares, t <br />notice shall have the option to i <br />dissolution of the corporation. If li <br />requested, the parties agree to cause <br />action necessary to cause and pe <br />dissolution between December 1 and M <br />which such request is made. <br />C. If the shareholders rep <br />sale neither purchase the offered sh; <br />and dissolution of the corporation, i <br />purchase such shares, the shareholder <br />consummate the proposed sale upon the <br />shareholders. <br />ansfer, assign or pledge any <br />ritten consent of the other <br />zg to sell all or any part of <br />such shares for sale to the <br />ng to sell or transfer shares <br />ter shareholders stating the <br />isferee, the number of shares <br />and terms upon which the sale <br />receiving such notice shall <br />es upon the price and terms <br />.rms within thirty days after <br />reholder fails to accept the <br />the other shareholder may <br />If the offered shares are to <br />Leted and the purchase price <br />acceptance to the offering <br />notice of a proposed sale of <br />shareholders receiving such <br />Le shareholder receiving such <br />Bquest the liquidation and <br />[uidation and dissolution are <br />the corporation to take all <br />:mit such liquidation and <br />rch 1 following the date on <br />: eiving notice of a proposed <br />ayes nor request liquidation <br />and the corporation does not <br />proposing to sell shares may <br />terms proposed to the other <br />D. All certificates for sh res of the Corporation owned <br />by the parties or their transferees shall be endorsed with the <br />following statement: <br />The shares represented by this certificate are subject to <br />the terms of a Shareholder's Agreement, a copy of which <br />is on file at the office of the Corporation. <br />6. Death of Shareholder. <br />A. In the event of the dea <br />Personal Representative of the estat( <br />and the surviving shareholders shall <br />the deceased shareholder. The purcha: <br />determined as hereafter provided, and <br />F: %GHO%EC'KHARDr%SHAREHOL.AGT 2 <br />i of any of the parties, the <br />of the decedent shall sell, <br />xrchase, all of the stock of <br />price of the stock shall be <br />hall be paid within ten days <br />