Corporate Cross Purchase Agreement (Page 18 of 31) in pdf

ALTERNATE ARTICLE PROVIDING FOR DISPOSITION

OF DISABILITY INSURANCE

10.

DISPOSITION OF DISABILITY INSURANCE. Upon the death of a Partner, the surviving

Partner(s) shall have the right to exercise within _____ days after the transfer of the Partnership

interest, the exchange privilege provision or the transfer of ownership provision, according to the

terms contained in all disability buy-out contracts of insurance on his/her life appertaining to the

Agreement and which were owned by the decedent.

In the event a Partner sells all of his/her Partnership interest during said Partner's lifetime, the other

Partner(s) shall have the right to exercise within _____ days after the transfer of the Partnership

interest or the transfer of ownership provision according to the terms contained in all disability buy-

out contracts of insurance on his/her life appertaining to this Agreement and which were owned by

the selling Partner. The selling Partner shall have the right to exercise within _____ days after the

transfer of the Partnership interests the exchange privilege provision or the transfer of ownership

provision according to the terms contain in all disability buy-out contracts of insurance on his/her

life appertaining to this Agreement and which were owned by the other Partner.

At such time as the disability buy-out provisions of Article 3. go into effect, the non-disabled

Partner(s) shall have the option, exercisable within _____ days, to exercise the exchange privilege

provision or the transfer of ownership provision according to the terms contained in the disability

buy-out insurance contracts insuring his/her life appertaining to the Agreement which were owned

by the disabled Partner.

In all of the above events, the Partner exercising the election shall pay to the Partner who owns the

disability buy-out contract the sum of any unearned premiums plus the value of any accrued

dividends. If the exchange rights are not exercised, the Partner shall have the right to dispose of the

disability buy-out contracts at his/her discretion.

11.

PARTNERSHIP ELECTION TO ADJUST ASSET BASIS. The parties agree that upon the

death,[disability], retirement, a withdrawal of any Partner, the Partnership shall make the election

provided under IRC sec. 754, to adjust the basis of Partnership assets to reflect the payments made

hereunder.

12.

EXECUTION OF INSTRUMENTS TO EFFECT THE TERMS OF THE AGREEMENT.

The parties hereto, for themselves, their heirs, executors, administrators, successors and assigns,

agree to execute any and all instruments necessary to carry out the terms of this Agreement.

13.

AMENDMENT OR ALTERATIONS. This Agreement may be amended or altered in whole or

in part at any time by filing with this Agreement a written instrument setting forth such changes and

signed by the Partners who are parties to this Agreement.

14.

TERMINATION. This Agreement shall terminate upon the occurrence of any of the following

events:

Cessation of the business; or

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Corporate Cross Purchase Agreement Page 18