Fill and Sign the Paternity Package Form

BUY-SELL AGREEMENT THIS AGREEMENT is made this _____ day of ____________, 20___, between ________________, a corporation of the State of _______________, hereafter "Corporation"; and ________________ hereafter "Stockholders", who own all the outstanding capital stock of the Corporation. The purpose of this Agreement is (1) to provide for the sale by a Stockholder during lifetime, or by a deceased Stockholder's Estate, of his interest in the Corporation, and for the purchase of such interest by the Corporation, at a price fairly established; and (2) to provide all or a substantial part of the funds for the purchase. THEREFORE, in consideration of the mutual promises and obligations set forth hereafter, each party hereto agrees as follows: I. At this time, the outstanding capital stock of the Corporation consists of One Hundred (100) shares, and each Stockholder's interest is as follows: ________________ owns Fifty (50) shares; ________________ owns Fifty (50) shares; The Stock Certificates evidencing such shares have been or will be endorsed as follows: "The sale or transfer of this certificate is subject to a Stock Purchase Agreement dated _______________, 20__, a copy of which is on file with the Secretary of the Corporation." While this Agreement is in effect, no Stockholder shall have any right to assign, encumber, or dispose of his stock except as provided herein. The existence of the Agreement, however, shall not affect each Stockholder's right to vote his stock and receive any dividends thereon until such time as he, or his personal representative, has received the purchase price for such stock, as provided herein. II. Upon the death of a Stockholder, his Estate shall sell, and the Corporation shall purchase, all of the shares of stock owned by the Stockholder at the time of his death, for the price and upon the terms provided herein. III. If a Stockholder desires to sell or otherwise dispose of all or any part of his stock during his lifetime, he
Should so request on or before date x, and the corporate authorities shall give him notice thereof. Ii. The stock purchase agreement shall provide that such stock purchase agreement may be executed and adopted (1) at any time the corporation is operating under a charter of incorporation; (2) immediately after the occurrence of a sale of the corporation's stock, in the case of cash investments; and (3) within six (6) months after the execution, during the year preceding the date of any sale of stock, unless the corporate authorities shall by notice give sixty (60) days' written notice that the stock purchase agreement cannot be executed and adopted within such time. The corporate authorities shall give notice of the time for, and the place at which the stock purchase agreement may be carried out, and the date of any sale of the corporation's stock, (2) as well as that there is at this time no stock purchase agreement: provided, however, that an agreement in writing executed and adopted as of a date prior to the expiration of one year from and including the date of any sale of the corporation's stock pursuant to this agreement shall provide that any such sale by the corporation within such period shall be deemed to be a sale of its stock on a pari passu basis with sales of such stock pursuant to this agreement. Iii. Each party to a stock purchase agreement may not execute and adopt another agreement providing for the sale or purchase of shares of stock that has the effect of increasing the price or otherwise diluting the effect of such agreement on that party's interest pursuant to an agreement that the party executed and adopted pursuant to this paragraph prior to the execution of and adoption of the agreement provided for in this paragraph. Iv. All certificates evidencing the ownership or interest of one (1) or more holders of stock shall be delivered to the corporation at the time of any sale of stock pursuant to the stock purchase agreement. V. The corporate authorities may, but only if no other provisions of the stock purchase agreement shall apply, by separate deed, convey to one or more holders of shares ownership of the corporation or any substantial part thereof. Vi. For purposes of this agreement: (1) “stock price" means the price, as set forth in the buy-sell agreement for the shares subject to such agreement as to purchase, plus all taxes, adjustments, commissions, or other amounts accruing during the time or period prior to the effective date of the agreement: provided, however, that on each of the first six months following the creation of such agreement.