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members of the Board of Directors of Mulberry Motor
Parts, Inc., * * * do hereby take the following action
by unanimous written consent, pursuant to the provi-
sions of Section 607.134, Florida Statutes:
RESOLVED, that it is advisable and in
the best interest of the Corporation that the
Corporation purchase 1,200 shares of its
outstanding voting common capital stock and
* * * 12,000 shares of its outstanding non-
voting common capital stock from Carol E.
Read for a purchase price of $838,724.00.
The officers of the Corporation are hereby
directed to repurchase such stock in accor-
dance with the terms of the certain Stock
Purchase Agreement dated February 5, 1986
* * *. The appropriate officers of the Cor-
poration are hereby authorized and directed
to execute and deliver on behalf of the Cor-
poration such Agreement, the Installment
Promissory Note and Stock Pledge Agreement
(referred to in such Agreement) and any other
documents necessary to consummate such trans-
action. The repurchased shares which are not
subject to the Stock Pledge Agreement shall
be retired on the books of the Corporation.
As shares which are subject to the Stock
Pledge Agreement are released, such shares
shall be retired on the books of the Corpora-
tion.
On February 5, 1986, pursuant to Mr. Read’s election under
the divorce judgment, MMP and Ms. Read entered into the stock
purchase agreement (stock purchase agreement) that was authorized
in the MMP board action by written consent. That agreement
provided in pertinent part:
WHEREAS, Stockholder [Ms. Read] owns certain
shares of the common capital stock of the Corporation
[MMP];
WHEREAS, Stockholder wishes to sell all of her
common capital stock of the Corporation to the Corpora-
tion, which wishes to purchase such stock.
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