Fill and Sign the Manual for Complex Litigation Third Resourceorg Form

STATE OF ALABAMACOUNTY OF _________________ STOCK RESTRICTIVE AGREEMENT This AGREEMENT entered in by and between _________________________________ hereinafter called Shareholders, and __________________________________, hereinafter called Corporation. W I T N E S S E T H : IN CONSIDERATION OF THE PREMISES and understanding that all shareholders are directly involved in day to day operation of the Corporation’s business and the further consideration of ONE DOLLAR ($1.00) paid to each party by the other, the parties agree as follows:1.Restriction on disposition of shares . No Shareholder, nor the executors, administrators, successors or assigns of any Shareholder shall sell, assign, convey, encumber or otherwise dispose of the shares of stock of the Corporation which he now owns or may hereafter acquire except as follows: (a)Upon death, retirement, or leaving business. Any shareholder who ceases to work in the Corporation’s business, or who shall go into competition with the Corporation’s business, or who shall retire, shall offer his stock for sale to the Corporation or other shareholders pursuant to paragraph (b) of this Agreement, and the Corporation and other shareholders shall have the right to specifically enforce their right to purchase stock in that event. Upon the death of a shareholder his/her estate shall offer the decedent’s stock for sale to the Corporation and shareholders pursuant to paragraph (b) and the Corporation and surviving shareholders shall have the right to specifically enforce their right to purchase stock from the estate of the deceased shareholder pursuant to paragraph (b), or pursuant to the terms of a separate Agreement if such Agreement is executed, in connection with an insurance policy issued to fund a buy-sell Agreement, in which the price for shares may be established by such other Agreement. (b)Sale. Any Shareholder, or transferee of such Shareholder, who desires to sell all or any part of his/her stock shall first offer such stock for sale to the Corporation, and if it declines such offer, then to the other Shareholders of the Corporation at the same price offered by a bona fide prospective purchaser of such shares. If the Corporation declines to purchase, and the offer is made to the Shareholders, the right of purchase in such case shall be ratable to the respective holdings of such Shareholders, but if any such Shareholder entitled to purchase shares of stock fails to accept the offer, either in whole or in part, the other such Shareholders may purchase shares of stock not so purchased. If neither the Corporation nor the remaining Shareholders purchase all such shares within thirty (30) days after written notice from the selling Shareholder or his/her transferee, then all restrictions upon such stock imposed by this Agreement shall terminate at the end of the thirty (30) days. 2. Endorsement on stock certificates. All certificates of stock issued by the corporation shall be endorsed with substantially the following statement: “Sale or Transfer Restricted by Stock Restrictive Agreement”3. Construction. In the event any part or parts of this Agreement are found to be void, the remaining provisions of this Agreement shall nevertheless be binding with the same effect as though the void parts were deleted. 4. Merger. This instrument supercedes all prior discussions, negotiations, representations and understandings and states the entire Agreement among the parties hereto relating to the subject matter referred to herein and may be altered or amended only by a subsequent written agreement signed by all parties hereto. 5 Benefit. The Agreement shall be binding on the parties hereto, their heirs, successors, personal representatives, and assigns. 6.Counterparts. This Agreement may be executed in several counterparts, each of which shall be deemed an original for all purposes. IN WITNESS WHEREOF, the parties have hereto set their hands and seals on this ______ day of _________________ __________. ................................................................... .................................................................. __________________________________By: .............................................................Its PresidentAttest:_______________________________Its Secretary