Estate of Lynn M. Rodgers, deceased, First National Bank of Commerce, Executor - Page 6




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                    e - Acceptance of any offer to sell shall be made                 
               by the corporation giving written notice to the selling                
               shareholder, accompanied by a certified check for the                  
               full amount of the purchase price, and such acceptance,                
               when accompanied by tender of the certified check shall                
               constitute a sale of the shares and shall entitle the                  
               purchasers(s) to have the stock certificate for the                    
               shares delivered, properly endorsed with signatures                    
               guaranteed for all of the shares sold.  The closing of                 
               the sale and the transfer of the shares shall take                     
               place at the registered office of the corporation                      
               within fifteen (15) days of the acceptance.  The date                  
               and time of the closing shall be set forth in the                      
               written notice of acceptance.                                          
                    f - If a shareholder offers shares of this corporation            
               first to the corporation and then to the shareholders in               
               accordance with this Article VI, and neither the corporation           
               nor the shareholders shall accept such offer, then, for a              
               period of twelve months following the expiration of the                
               shareholders' second option period, such shareholder shall             
               be free to sell, assign, exchange, transfer, donate or                 
               otherwise dispose of the shares in any manner and upon such            
               terms and conditions as he may deem appropriate, and such              
               transfer shall be recognized on the books of the corpora-              
               tion.                                                                  
                    g - The donation inter vivos of shares of the                     
               capital stock of the corporation or any transfer of                    
               such shares following the death of a shareholder shall                 
               be subject to the provisions of this Article VI unless                 
               such shares shall be transferred to the spouse, chil-                  
               dren, or other lawful descendants, or the spouse of any                
               child or lawful descendant, or the father or mother, or                
               other lawful ascendant, or the collateral relations of                 
               the shareholder, whether outright, in trust, or to any                 
               other legal entity established for the exclusive ben-                  
               efit of any of the foregoing persons; provided, how-                   
               ever, that the corporation shall not be required to                    
               record and honor such transfer, except upon receipt of                 
               written notice of such transfer.                                       
                    h - Notwithstanding any other provision of this                   
               Article VI, a shareholder shall have the right to sell                 
               all or part of his shares to, or exchange such shares                  
               with, his spouse, children, or other lawful descen-                    
               dants, or the spouse of any child or lawful descendant,                





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