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13, 1991, of Mr. Stanford’s 35,280 shares of Burien Nissan stock
to Mr. Whitehead was recorded in Burien Nissan’s stock register.
On September 13, 1991, Burien Nissan issued stock certificate 9
in the name of Mr. Whitehead, which evidenced his ownership of
the 35,280 shares of Burien Nissan stock that he purchased from
Mr. Stanford on that date.
On December 13, 1993, Burien Nissan, Mr. Johnston, Mr.
McLaughlin, Mr. Whitehead, and Mr. Watson signed an addendum to
the May 25, 1990 stock purchase agreement (addendum to the May
25, 1990 stock purchase agreement). Mr. Whitehead, as president
of Burien Nissan, signed that addendum on its behalf.
The addendum to the May 25, 1990 stock purchase agreement
was executed “for the purpose of ratifying prior acts of the
Shareholders and to approve the taking of certain acts in the
future.” That addendum provided, inter alia:
1.1 Stanford has abandoned and assigned the
entirety of his interest to Whitehead.
1.2 The stock held by Buchner in the amount
of 5,880 shares shall be redeemed by the Company
[Burien Nissan] for Thirty thousand DOLLARS
($30,000).[1]
1.3 The net result of the above changes in
stock ownership is the following:
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