Clark D. and Janis L. Pulliam - Page 11

                                       - 11 -                                         
                    applied first to pay interest and then to reduce                  
                    principal.                                                        
                                  *   *   *   *   *   *   *                          
                              D.  Concurrently with the execution of this             
                    Agreement, PULLIAM shall deliver the stock being sold             
                    to DECKARD to The First National Bank in Robinson as              
                    escrow agent, said stock to be endorsed in blank for              
                    transfer.  Said escrow agent shall hold the stock being           
                    sold until satisfactory proof has been furnished to the           
                    escrow agent that the purchase price hereunder,                   
                    together with interest as herein provided, has been               
                    fully paid, and upon satisfactory proof of payment of             
                    the purchase price in full shall deliver such stock to            
                    DECKARD.  If DECKARD shall fail to make any installment           
                    payment when due and shall not correct such failure               
                    within 90 days thereafter, following notice by PULLIAM,           
                    then at the option of PULLIAM this Agreement shall be             
                    terminated.  Upon termination, the parties shall cause            
                    a portion of the stock covered by this Agreement to be            
                    transferred to DECKARD, said portion being the amount             
                    which DECKARD has made principal payments on based upon           
                    a price per share of $789.00 excluding any fractional             
                    shares.  The balance of the stock shall be transferred            
                    to PULLIAM.  The escrow agent may conclusively rely on            
                    the Affidavit of PULLIAM that DECKARD is in default               
                    hereunder and of PULLIAM's election to terminate this             
                    Agreement.  It is understood and agreed by all parties            
                    hereto that the escrow agent assumes no personal                  
                    liability except for fraud knowingly committed.  The              
                    escrow agent shall be entitled to a reasonable fee for            
                    his services under this Agreement.  The cost of such              
                    fee shall be shared equally by PULLIAM and DECKARD and            
                    shall be paid directly to the escrow agent as and when            
                    billed.                                                           
                              E.  So long as DECKARD shall not be in                  
                    default under the provisions of this Agreement, he                
                    shall have all of the voting and other customary rights           
                    of a shareholder of record with respect to the stock              
                    being purchased from PULLIAM.  In the event DECKARD               
                    shall be in default under the provisions of this                  
                    Agreement, then his voting and other rights shall cease           
                    and such rights shall be vested in PULLIAM..                      
                              F.  During the term of this Agreement,                  
                    neither DECKARD nor PULLIAM shall take any action to              
                    cause any additional shares of common capital stock of            
                    the Corporation to be issued.                                     
                                   *   *   *   *   *   *   *                          





Page:  Previous  1  2  3  4  5  6  7  8  9  10  11  12  13  14  15  16  17  18  19  20  Next

Last modified: May 25, 2011