Estate of George C. Blount, Deceased, Fred B. Aftergut, Executor - Page 8

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          be subject to the same terms and conditions as the shares owned             
          by decedent and Mr. Jennings.2                                              
               With respect to transfers at death, the 1981 Agreement in a            
          section entitled “Purchase Upon Death” required that a                      
          shareholder’s estate sell and BCC buy the shareholder’s stock at            
          an established price.  The purchase price initially set in the              
          1981 Agreement was $3,300 per share, described as book value.               
          The 1981 Agreement provided that BCC and the shareholders were to           
          redetermine the per-share purchase price annually on August 1,              
          but no such redetermination was ever done.  In the absence of any           
          redetermination, the 1981 Agreement provided that the per-share             
          purchase price would be equal to BCC’s book value at the fiscal             
          yearend immediately preceding the deceased shareholder’s death.             
               The 1981 Agreement provided that it would be governed by               
          Georgia law, and it expressly set forth the manner in which it              
          could be modified:  “Modification–-No change or modification of             

               2 Elsewhere, the 1981 Agreement set forth an endorsement,              
          required to be placed on BCC’s stock certificates, that cross-              
          referenced the 1981 Agreement and its restrictions on                       
          transferability.  The endorsement further stated that the                   
          restrictions “provide, among other things, that such shares must            
          first be offered for sale to the Company and the other                      
          Shareholders before they may be offered or sold to any other                
          person.”  The only two stock certificates in the record, issued             
          in 1996, do not contain the foregoing endorsement, however.                 
               There were apparently other restrictions on the transfer of            
          the BCC stock that are not in the record.  The aforementioned               
          stock certificates issued in 1996 refer to a letter agreement               
          dated Jan. 16, 1996, that is not in the record.                             

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