Estate of George C. Blount, Deceased, Fred B. Aftergut, Executor - Page 7

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          “Shareholders Agreement” (the 1981 Agreement).1  At the time,               
          decedent and Mr. Jennings each owned one-half of BCC’s                      
          outstanding stock.  The 1981 Agreement contained restrictions on            
          transfers of BCC stock both during the shareholders’ lifetimes              
          and at death.  The preamble provided that subsequent shareholders           
          would “benefit from and be bound by” the agreement.  With respect           
          to lifetime transfers, a section entitled “Restrictions on                  
          Transfer of Capital Stock During Life” provided:  “No Shareholder           
          shall transfer or encumber any of his Capital Stock in the                  
          Company to any person, firm, or corporation without the written             
          consent of the other Shareholders.”  “Shareholders” were defined            
          in the 1981 Agreement’s first paragraph as decedent and Mr.                 
          Jennings, a definition that excluded subsequent shareholders.               
          However, section 3(a) of the 1981 Agreement, entitled “Other                
          Shareholders to be Bound”, also denoted as “shareholders” persons           
          other than Mr. Jennings or decedent who received shares directly            
          from BCC or as transferees from other shareholders.  The section            
          further provided that the shares of such other shareholders would           

               1 Decedent, Mr. Jennings, and BCC had previously entered               
          into a restrictive agreement in 1958 covering their BCC stock.              
          The 1981 Agreement expressly provided that it superseded any                
          earlier agreements.                                                         

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Last modified: May 25, 2011