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Stock Agreement Buy Sell Agreement between Shareholders and Corporation This Stock Agreement the Agreement is made on the date between Name of Buyer a Company organized and existing under the laws of the state of with its principal office located at street address city state zip code referred to herein as Company Name of First Stockholder of street address city state zip code referred to herein as First Stockholder and hereinafter called Second Shareholder. Whereas the above-named stockholders...desire to assure continuity of ownership of the Company and Whereas the stockholders have agreed in order to insure such continuity to restrict the sale or transfer of shares of the Company both during the lifetime and at the death of any of the stockholders. Now therefore for and in consideration of the mutual covenants contained in this Agreement and other good and valuable consideration the receipt and sufficiency of which is hereby acknowledged the parties agree as follows Right of First...Refusal If any stockholder shall during the stockholder s lifetime desire to sell or transfer all or any part of the stockholders shares of stock in the Company the stockholder shall first offer to sell the above-mentioned shares to the Company at a price per share equal to the then book value of each of the shares as of the last day of the calendar month next preceding the date the shares are offered for sale. Book value shall be determined by the independent certified accountants for the...Company and such valuation shall be in accordance with generally accepted accounting principles consistent with the method of accounting then employed by the Company and shall be binding on the parties. Offer to Other Stockholders if Company does not Purchase The offer to sell shall be communicated in writing by the selling stockholder to the Board of Directors of the Company and to all other stockholders and the Company shall have a period of number days after receipt of such notice in which to...exercise its rights to purchase the shares at a price determined as specified in Section 1. If the Company shall refuse or neglect to notify the selling stockholder in wring of its intention to purchase the shares within the number -day period or the Company is prohibited by law from making such a purchase or redemption the selling stockholder shall then notify in writing the other stockholders of the stockholder s intention to sell and the number of shares offered for sale and the other...stockholders shall have an additional period of number days within which to accept such purchasing stockholder s proportionate ownership of the Company immediately prior to the receipt of such offer to sell* Stockholder s Rights if Neither Company nor other Stockholder s Exercise Option* If neither the Company nor the other stockholders elect to purchase the shares within the time limited on the terms set forth above the stockholder desiring to sell or transfer his or her shares shall be free to...do so to any other person or Company free of any restrictions provided herein provided however that such sale or transfer shall not be on terms less favorable to the selling stockholder unless the less favorable terms are re-offered to the Company and/or the other stockholders as herein provided* If the sale or transfer to any other such person or Company is not completed within number days after the expiration of the periods of time set forth in this agreement the selling stockholder must...before making any subsequent sale or transfer re-offer the shares to the Company and/or the other stockholders as provided in this agreement.