Corporate Cross Purchase Agreement Page 8
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31terms contained in the disability buy-out insurance contracts insuring his/her life
appertaining to the Agreement which were owned by the disabled Stockholder.
In all of the above events, the Stockholder exercising the election shall pay to the
Stockholder 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
Stockholder shall have the right to dispose of the disability buy-out contracts at his/her
discretion.
11.
ENDORSEMENT OF STOCK CERTIFICATE. Upon the execution of this Agreement, the
stock certificates shall be surrendered to the Corporation for the affixation of the following
endorsement:
"This certificate is transferable only upon compliance with provisions of an Agreement
dated _____, 20 _____."
Following the endorsement of the certificates, such certificates shall be returned to the
Stockholders.
Any stock issued to a Stockholder subsequent to the date of this
Agreement shall carry the same endorsement.
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 Stockholders who are parties to this Agreement.
14.
TERMINATION. This Agreement shall terminate upon the occurrence of any of the
following events:
1.
Dissolution, bankruptcy or insolvency of the Corporation; or
2.
Death of all Stockholders within a period of _____ days; or
3.
Written and signed mutual agreement of the Stockholders; or
4.
Failure of the Stockholder to provide for any remaining purchase balance as
acquired under Article 6.
15.
NOTICE.
All notices, including offers or acceptances, shall be deemed received, if
provided in writing and delivered in person to the other party, or mailed by certified or
registered mail to the last known address of that party.
16.
REMEDIES FOR FAILURE TO PERFORM. If a party to this Agreement defaults or fails
to complete his/her obligations under this Agreement, then the offended party may, at
DI1087
0108
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