Fill and Sign the Option to Purchase Stock Short Mississippi Form

OPTION TO PURCHASE STOCK THIS OPTION IS ENTERED INTO ON THE       day of       ,       by and between       , hereafter "       ", and       , hereafter "       ", on the terms and for the purposes hereafter set forth. Whereas,       is the owner of       per cent (       %) of the issued and outstanding shares of       a Mississippi corporation, hereafter "the corporation", and       is the owner of       per cent (       %) of the issued and outstanding shares in the corporation, and Whereas,       desires to purchase the shares held by       and       desires to sell said shares to       on the terms provided for herein. THEREFORE, FOR AND IN CONSIDERATION OF       DOLLARS ($       ) and other good and valuable consideration the undersigned       does hereby grant and convey unto       an irrevocable option to purchase all of the shares of the corporation owned by       on the following terms: 1. PURCHASE PRICE: the purchase price of said shares shall be       Dollars ($       ) plus an amount equal to       per cent (       %) of the undistributed earnings of the corporation as of the sale date which are taxable to       . 2. SALE DATE: this option is exercisable at any time from the date hereof until       effects a sale of the corporation or its assets to third parties.       may exercise this option by giving       three (3) days notice of the sale date to be determined by       . At closing       shall deliver said shares to       in exchange for the Purchase Price. 3. CONDITION PRECEDENT: In no event shall       be obligated to sell said shares on the terms hereof unless simultaneous with the sale of said shares the corporation pays in full the corporation's outstanding promissory note held by       plus all accrued interest. Upon payment of said note ** agrees to release all security interests in the collateral securing said note including the assets of the corporation and the shares owned by       . 4. COOPERATION IN SALE:       agrees during the term of this option to vote his/her shares and the shares of       pledged to       in a manner consistent with       's desires to sell the corporation or its assets. However, in no event shall such sale require       to make or provide the purchaser with any representations, warranties or indemnifications. 5. NOTICE: Notice to       of intent to exercise this option shall be deemed given if given personally to       in writing or three (3) days after deposit of written notice in the U. S. Mail postage prepaid, certified, return receipt requested addressed to       at       . IN WITNESS WHEREOF THE PARTIES HAVE EXECUTED THIS OPTION ON THE DATE FIRST MENTIONED. ____________________________ ______________________________             STATE OF MISSISSIPPI COUNTY OF       PERSONALLY appeared before me, the undersigned authority in and for the county and state aforesaid, the within named       , who acknowledged to me that (s)he signed and delivered the above and foregoing instrument on the date and year therein mentioned. GIVEN under my hand and official seal, this the       day of       ,       . __________________________ NOTARY PUBLIC MY COMMISSION EXPIRES:       STATE OF MISSISSIPPI COUNTY OF       PERSONALLY appeared before me, the undersigned authority in and for the county and state aforesaid, the within named       , who acknowledged to me that (s)he signed and delivered the above and foregoing instrument on the date and year therein mentioned. GIVEN under my hand and official seal, this the       day of       ,       . __________________________ NOTARY PUBLIC MY COMMISSION EXPIRES: