s agreement. after this offering to the remaining

shareholders， any amount of stock that remains unpurchased shall be considered

freely transferable and no longer subject to the provisions and limitations of

this agreement. this agreement shall not bar a sale， transfer， assignment， or

bequest shares of stock by one of the undersigned shareholders to a member of

his or her immediate family， who shall， however， take his or her stock subject

to all the provisions and limitations of this agreement.

4（c）。 the parties to this agreement agree that upon the death of

___________________， ________________________________， or

________________________________， the executors， administrators， or other such

legal representatives of the deceased shall， within ________ days， offer to sell

to the corporation all the shares of stock owned by the deceased at the time of

his or her death. it is the wish of the parties to this agreement that after the

qualification of the legal representatives of the deceased shareholder， his or

her family shall terminate any and all interest in the corporation and that any

and all members of the family to whom the deceased has left shares of stock

shall sell to the corporation all shares of stock owned by them within a period

of _______ days. the price per share shall be computed on a pro rata basis

according to the provisions of section 4（d） of this agreement.

4（d）。 the undersigned parties agree that as of this date one share of stock in

the corporation is worth $__________. it is the intention of the parties to

review this figure ________ times per year， and that the last agreed-upon figure

prior to a such transfer as described in sections 4（a）， （b）， or （c） shall be

binding and conclusive determination as to the value of the stock for such

purposes. （e） the purchase price shall be paid as follows： ______% in cash

within ________ days after the qualification of the legal representatives of the

deceased shareholder. _______% of the unpaid balance shall be paid within the

succeeding _________ days， and ______% of the still remaining unpaid balance

within ______ days. interest at the rate of ______% shall be calculated on the

outstanding unpaid balance. the corporation reserves the right to prepay the

whole or

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