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<br /> �RTic�� i�
<br /> The Underlying Aqreornen�
<br /> Each af the underei.gned hereby epecifically aqx'ees ��iai: �
<br /> none of them will aelJ.� mor.tgage, pledge, �therwise encumber
<br /> or transfer any of hia or hez riqht, title, claim or interest
<br /> in or to (i.) �ny o£ hi a or her stock, whether now owned or
<br /> hereafter acquired, in any of The I'amily Corporationa or
<br /> (ii) The Real Esta�c r�rithout the unanimous written consent
<br /> oE Gary Mettenbrink, John Mett�nbrink, Lynn Mettenbrink and
<br /> Carol Mettznbrink York or, in a.bs�nae of 5uch unanimous
<br /> consent, without strict aompliance with �:h� terms of this
<br /> Agreement.
<br /> Without limiti.ng th� foregoing, it is hereby speaifica�.ly
<br /> understood and agreed that eacYzoF the undeXSigned hereby __
<br /> agrees that he or she do�s hereby� waive and relinquiah any
<br /> and all right to bring an action for the Partition of The
<br /> Real Esta�e which he or she would otherwise ravs under the
<br /> Nebraska statu�es and that all of the tertna oE this Agreemers�
<br /> are binding upon each of the undersigned and upon any and
<br /> all pe�sons claiming under, by or through �hem whether by
<br /> opera�ians of law or otherwise .
<br /> ARTICY,E TII
<br /> Ri�h� �f F��9t uAfi�Gal
<br /> 1. Ga.ry Mettenbrink, John Mettenbrink, Lynn Me�tenbrink
<br /> and Carol b]et�tenbrink Xork do hereby covenant and agree that
<br /> neither of. them will sell, transfer, encumbe� or otherwise
<br /> convey any p�.rt of their stocZ: in any of the The Family —
<br /> Corporations ar any part of thei� xight, title, claim or
<br /> interest �.n or to The Real Estate or attempt to do so unless
<br /> the praposed sale includes all of his or her stock in The
<br /> Famxly Corpasations and all of his ar her right, title,
<br /> claim �r int�rest in or to Th� Real Estate, and then only
<br /> upon striat compliance with tYie terms of this Article III.
<br /> 2. Prior to selling or transferring his or her stock
<br /> in The Family Corporations and his or her interest in The
<br /> Real E�tate, �the proposed Transferor must first give the
<br /> other �hree (3) Notice of Int�ntion to Sell (Notice? as
<br /> follows:
<br /> (a) The Notice of =n�enti.on to Sell must be in
<br /> writi.�ng and must be mailed by cerL-ified U. S. Mai.l with
<br /> retL�rn receipt to each of the othe� �hree (3) , or to the
<br /> survivor or survivors of them.
<br /> (b) The Notice must contairi a txue and complete
<br /> _' copy of a written and execute d Offer to Purchase (The Bona
<br /> fide Offer) al]. oE the proposed Transferor's stock in The
<br /> Family Co rporations and all of the proposed Transferor's
<br /> right, ti tle, claim and ir�terest in �he Real Estate, the
<br /> original which the proposed �ransferor had 'theretofore
<br /> received from a bona fide purchaser. The off�r mus� specify
<br /> the aggregate price, the terms and conditions of payment,
<br /> the Clnsinq Date, and �he name and address of the proposed
<br /> _ Transferee.
<br />� (c) The Notice must contain the offer of the
<br />== proposed Transferor to the addressees to se�l all of the
<br />= proposed Transferor' s stock in The Family Corporations and
<br />-� all of the proposed Transferor's right, title, claim and
<br />=� interest in The Real Estate to the addressees at the same
<br /> =� pric� and on the same terms and conditions contained in The
<br />"" Bona fid� Offer and must give them forty-five (�15) days to
<br />`�� accept the offer.
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