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Buy-Sell Agreement Between Stockholders

AGREEMENT made [date] by and between [name] and [name] (Stockholders) and [name], a corporation organized pursuant to the laws of [state], having principal place of business at [address] (Corporation).

PREAMBLE

WHEREAS, Stockholders each own one half of Corporation's outstanding capital stock; and

WHEREAS, Stockholders wish to restrict the transfer of Corporation's stock by providing that Stockholder who wants to sell Stockholder's own stock first offer it for sale to other Stockholder; and

WHEREAS, Stockholders intend to accomplish this by the provisions of this Agreement;

IT IS AGREED AS FOLLOWS:

1. Buy-Sell. Stockholders will buy and sell their stock in accordance with the provisions of this Agreement.

2. Consent of Stockholders. If either Stockholder wishes to sell all or any part of Stockholder's own stock to a third party and has not received other Stockholder's prior consent to the sale, Stockholder may sell the stock only after offering it to other Stockholder on the terms and conditions set out in this Agreement.

3. Offer to Sell Stock. Stockholder desiring to sell all or part of Stockholder's own stock shall notify other Stockholder by certified or registered mail, return receipt requested, that Stockholder has a bona fide offer for the stock. The notice shall state the name and address of the person or entity making the offer, the number of shares to be sold, the sales price and terms of payment. The notice shall contain an offer to sell the stock to other Stockholder for the same price and upon the same terms of payment as those of the bona fide offer.

4. Acceptance of Offer to Sell Stock. Stockholder to whom the notice is addressed shall have the right to accept the offer for a period of [number] days from the date the notice was mailed [or, received]. The offer may be accepted only by certified or registered mail, return receipt requested, addressed to Stockholder desiring to sell the stock. The acceptance shall be effective upon mailing.

5. Sale to Outsider. If Stockholder to whom the offer was made fails to accept the offer within [number] days after notice of the offer was mailed [or, received] or if Stockholder notifies offering Stockholder that Stockholder consents to the sale or will not accept the offer, offering Stockholder may sell offering Stockholder's stock only to the person or entity named in the notice at the price and upon the terms of payment set out in the notice. However, the sale must be completed within [number] days following the date the notice was mailed [or, received].

6. Notice on Stock Certificate. The following legend shall be placed on Corporation's certificates of stock immediately following the execution of this Agreement:

"TAKE NOTICE that the sale, assignment, transfer, or pledge of shares represented by this Certificate is subject to the restrictions contained in an agreement made [date], between [names] and Corporation, a copy of which is on file at Corporation's offices."

7. Termination of Agreement. This Agreement will terminate upon occurrence of any of the following events:

a. Voluntary or involuntary termination of Corporation's business;

b. By written agreement of Stockholders;

c. Upon the sale, assignment, transfer, or pledge of either Stockholder's shares in accordance with this Agreement;

d. Upon the death of a Stockholder; or

e. Adjudication of bankruptcy or insolvency of either Stockholder or appointment of a receiver of the assets of any Stockholder unless the appointment is vacated within [number] days after it becomes effective.

8. Agreement Binding on Third Persons. This Agreement is binding on Stockholders and Corporation, their heirs, legal representatives, successors, and assigns.

IN WITNESS WHEREOF, the parties have executed this Agreement on the day and year first above written.

[signature]

Stockholder

[signature]

Stockholder

[name of corporation]

By: [signature]

President

[corporate seal]

Attest:

[signature]

Secretary

*** If Required By State Law ***

This Section for Notary:

ACKNOWLEDGMENT

State of _________

County of ________ [COUNTY]

On [DATE] before me, [NAME OF NOTARY], notary, personally appeared [NAME OF PERSON(S) INVOLVED], personally known to me (or proved to me on the basis of satisfactory evidence) to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

Witness my hand and official seal.

Signature ________
Notary

My commission expires: _____

(Seal)