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majority shareholder. Paul Brown did not offer to buy Sawyer's
Bengals stock.
4. 1983 Security and Escrow Agreement
Sawyer, and Paul, Mike, and Peter Brown signed a security
and escrow agreement around March 1, 1983. It was accepted on
May 16, 1983, by the Central Trust Co. as escrow agent. This
agreement secured Sawyer's payment of the note and performance
under the 1983 stock option agreement. Sawyer gave Paul Brown a
security interest in 329 shares of Bengals stock to secure
Sawyer's payment of the 1983 promissory note. Sawyer delivered
the voting trust certificates for the 329 shares to the Central
Trust Co. as escrow agent. Sawyer could not sell, pledge,
bequeath, or gift his Bengals stock while the security and escrow
agreement was in effect.
5. 1983 All Shareholders Agreement
An agreement of all Bengals shareholders dated May 16, 1983
(all shareholders agreement), was signed by the Bengals, Sawyer,
Paul Brown, David Gamble, Louis Nippert, William and James
Williams, and Virginia Fite. The agreement provided that:
(a) By May 15, 1983, each shareholder would execute consents for
the Bengals to be taxed as an S corporation; (b) each signatory
would not conduct any stock transaction that could cause the
Bengals' S corporation election to terminate; (c) the agreement
was to continue until the end of the Bengals' taxable year in
1998; and (d) the Bengals agreed, beginning with their fiscal
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