Herbert L. Whitehead and Jennifer L. Whitehead - Page 9




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          Burien Nissan stock to a third party only if he first offered               
          such stock to the other minority stockholders, who had a right of           
          first refusal to purchase such stock in proportion to their stock           
          ownership in Burien Nissan.                                                 
               In the event of a violation of any of the foregoing restric-           
          tions on the disposition of Burien Nissan stock, the September 1,           
          1990 stockholders’ agreement provided:                                      
               Any attempt to transfer Shares in violation of this                    
               Agreement, or any involuntary or other purported trans-                
               fer other than as provided in this Agreement, shall be                 
               void.  If any Shares or transfer documents are pre-                    
               sented to the Corporation to effect such attempted                     
               transfer, the Shareholder who owns such Shares shall                   
               immediately be deemed to be Terminated * * * and such                  
               Termination shall trigger the purchase rights of the                   
               other Shareholder[s] set forth in Section 3. * * *                     
               The purchase rights set forth in Section 3 of the September            
          1, 1990 stockholders’ agreement that were triggered upon a                  
          violation by a minority stockholder of any of the restrictions              
          set forth in that agreement regarding the disposition by a                  
          minority stockholder of such stockholder’s Burien Nissan stock              
          were that Burien Nissan, the other minority stockholders, and Mr.           
          Johnston and Jacque Johnston, in that order, had a right of first           
          refusal to purchase all of the stock of a terminated minority               
          stockholder.                                                                
               The September 1, 1990 stockholders’ agreement further                  
          required that the restrictions set forth in that agreement be               
          reflected in an endorsement (endorsement) to appear on all Burien           






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