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NOW, THEREFORE, the parties agree as follows:
1. Sales and Purchases of Stock. Simultaneously
with the execution of this Agreement, Stockholder shall
sell, and the Corporation shall redeem and purchase One
Thousand Two Hundred (1,200) shares of voting stock of
the Corporation and Twelve Thousand (12,000) shares of
nonvoting common stock of the Corporation.
2. Purchase Price. The purchase price for the
stock redeemed by the Corporation shall be Eight Hun-
dred Thirty-Eight Thousand Seven Hundred Twenty-Four
Dollars ($838,724.00), such price to be paid in the
following manner:
(a) Down payment. The Corporation
shall pay Two Hundred Thousand Dollars
($200,000.00) in cash upon delivery of the
purchased stock by Stockholder.
(b) Installment Promissory Note. The
Corporation shall deliver to Stockholder an
Installment Promissory Note for Six Hundred
Thirty-Eight Thousand Seven Hundred Twenty-
Four Dollars ($638,724.00), (the "Note"),
executed by the appropriate officers of the
Corporation and individually guaranteed by
William A. Read, upon delivery of the pur-
chased stock by Stockholder. Such Note shall
be in the form attached hereto as Exhibit A.
(c) Collateral Security. To secure the
payment of the Note, 10,482 shares of the
nonvoting common capital stock redeemed by
the Corporation shall be pledged by assign-
ment as collateral security to the Stock-
holder in accordance with a Stock Pledge
Agreement to be executed by the Stockholder
and the Corporation contemporaneously with
the Note. Such Stock Pledge Agreement shall
be in the form attached hereto as Exhibit B.
Pursuant to Mr. Read's election under the divorce judgment,
on February 5, 1986, Ms. Read transferred to MMP her 1,200 shares
of voting, and 12,000 shares of nonvoting, common stock of MMP
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Last modified: May 25, 2011