Estate of Lynn M. Rodgers, deceased, First National Bank of Commerce, Executor - Page 7




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               or the father, mother, or lawful ascendant, or the                     
               collateral relations of the selling shareholder,                       
               whether outright, in trust, or to any other legal                      
               entity established for the exclusive benefit of any of                 
               the foregoing persons; provided that such sale or                      
               exchange is made for a price or consideration of no                    
               more than the book value of the shares, and provided,                  
               further, that the corporation shall not be required to                 
               record and honor such transfer except upon receipt of                  
               written notice of such transfer.                                       
                    i - In the event any shareholder pledges or hy-                   
               pothecates the shares of the capital stock of this                     
               corporation to secure an obligation, and subsequently                  
               defaults on such obligation, the creditor, before                      
               enforcing any of its rights with respect to such                       
               shares, shall immediately notify the corporation and                   
               the defaulting shareholder, and for a period of forty-                 
               five (45) days after the receipt of such notice, the                   
               corporation shall have the option to purchase all of                   
               the shares so pledged or hypothecated for the book                     
               value of the shares.  If the corporation fails or                      
               refuses to purchase all the shares during the first                    
               option period provided, the shareholders shall have a                  
               second option to purchase the shares in accordance with                
               subparagraph c of this Article VI; provided, however,                  
               if the shareholder who pledged or hypothecated his                     
               shares shall cure the default on his obligation with                   
               the creditor prior to the time the corporation or the                  
               shareholders exercise their option to purchase the                     
               shares, the option to purchase such shares shall ter-                  
               minate.  If either the corporation or the shareholders                 
               purchases such shares, the purchase price shall be paid                
               jointly to the defaulting shareholder and the creditor.                
               If neither the corporation nor the shareholders pur-                   
               chases all the shares so offered, then for a period of                 
               twelve (12) months following the expiration of the                     
               shareholder's second option period, the creditor shall                 
               be free to exercise its security rights and sell,                      
               assign, exchange, transfer, or otherwise dispose of                    
               such shares in any manner and upon such terms and                      
               conditions as he may deem appropriate, and such trans-                 
               fer shall be recognized on the books of the corpora-                   
               tion.  In the event of a sale or transfer of any shares                
               of the capital stock of this corporation made by or at                 
               the instance of any mortgagee, pledgee, creditor,                      
               bankruptcy trustee or receiver of any shareholder,                     





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