Corporate Cross Purchase Agreement (Page 14 of 31) in pdf

any person or institution until he/she has offered to sell it to the other Partner(s) at the price and

under the terms provided in Article 5. and 6. of this Agreement. Each of the remaining Partner(s)

shall have the right to purchase such portion of the Partnership interest offered for sale as the

interest owned by each Partner bears to the total interest owned by all the Partners, exclusive of the

interest owned by the offering Partner. If a Partner(s) waives his/her right to purchase a portion of

the Partnership interest, the other Partners who exercise their right to purchase a portion of the

Partnership interest shall have the right to purchase the Partnership interest over which the right has

been waived in such proportion as the interest owned by each Partner exercising his/her right to

purchase bears to the total interest owned by all Partners exercising their right to purchase. The

Partner shall have _____ days within which to accept this offer to sell. If the remaining Partner(s)

do not purchase the interest within ____ days, then the Partnership interest may be sold to such

other person or institution; provided, however, that the purchase price shall not be less than that

established under this Agreement without first offering it to the Partner(s) at such lesser price and

allowing the Partner(s) ____ days to decide on purchasing the Partnership interest at such lesser

price. If the Partner does not accept the offer to purchase at this lesser price, the offering Partner

may dispose of his/her stock for such lesser price.

OPTIONAL ARTICLE PROVIDING FOR DISABILITY BUY-OUT

OPTIONAL DISABILITY BUY-OUT. In the event a Partner becomes "totally disabled" for the

period specified in the individual disability buy-out policies listed in Schedule "B", the non-disabled

Partner(s) shall purchase and the disabled Partner shall sell all the disabled Partner's interest in the

Partnership, now owned or hereafter acquired. Each of the remaining Partners shall purchase such

portion of the disabled Partner's interest as the interest owned by each Partner bears to the total

interest owned by all Partners, exclusive of the shares owned by the disabled Partner. For purpose

of this Agreement, the term "total disability" shall be considered that disability of an insured Partner

which is described and defined in the separate individual disability buy-out policies listed in

Schedule "B" attached hereto. The non-disabled Partner(s) shall purchase the disabled Partner's

interest in the Partnership in accordance with the provisions of Articles 5. and 6. of this Agreement.

The sale shall begin within ____ days after the collection of the disability proceeds from the policy

or policies on the life of the disabled Partner as listed in Schedule "B" of this Agreement.

In the event the disabled Partner ceases to be totally disabled after his/her interest has been sold but

prior to the payment of the full purchase price, the remaining balance due to the disabled Partner

shall continue to be paid pursuant to the installment terms of Article 6. of this Agreement.

In the event of the death of the disabled Partner after his/her interest has been sold but prior to the

payment of the full purchase price, the remaining balance due to the disabled Partner shall continue

to be paid pursuant to the installment terms of Article 6. of this Agreement.

SALE AT DEATH. Upon the death of a Partner, the surviving Partner(s) shall purchase and the

estate of the deceased Partner shall sell all the deceased Partner's interest in the Partnership, now

owned or hereafter acquired. Each of the remaining Partners shall have the right to purchase such

portion of the deceased Partner's interest as the interest owned by each Partner bears to the total

interest owned by all Partners, exclusive of the shares owned by the deceased Partner. The sale

shall occur within such time as the parties may agree, but in no event shall the sale begin more than

_____ days after the qualification of the deceased Partner's legal representative. The purchase or

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Corporate Cross Purchase Agreement Page 14