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. ,i.�... . ' . �.�' . T.. a��►.r'. _ _ ��.c�`" . .� .. . . . . .. . .n• ��•,'`�{`�1�... �.�'��.. �) I "+ � Jr"YA:,:�r�..o ..��ry�r��A. . .♦ �. , ..5) f*h+.��+'•rRr �Y{.�+�atl�i#�n,J� ,.r .w�•fArr�� -r .�. .. , b �.�_ . .._.v y � , ��qF"�n,...._.� <�e•^el6"',p�["hf'7�t��'�- -- ..._._._...._.. _ . ...��..... , .._�_...�..v. .. , �� •' � .t.. �--�- � — _ - • - � .�� . - ..R.,,.-..��.�..�..-m.�...-.-,--� ._.�'r.r.:! ' ' aW�l�. _.__—"____�.— _,.___.-__...__..___ .� � �� . � ��- 1�4�� 6. Notwithstanding paragraph 2 af this Article IV in _ the event that The Mettenbrink Company is not thQ owner of Five Hundred Thousand and No/100 Aoll.ars ($500.000.00) in face value of valid and col].FCtible procecda of inaura�lce upon the life af t2ie decedont, ther. the p�archase price under this ArticlP shall be the fair market value of the aorpr�rate stock and real estate being sold hereund�r less �he pro- _ portionate amount oE any r�naumbranae againet the corporate stock or real estate and such purcha�e price ehall be paid in five (S) annual installments of twenty percent (20$) each beginning six (6) months af�er the death of the decedent and continuing annually on the da�e of the first payment for � � four (4) years thereafter. The Seller shall have a lien to secure the unpaid balance and the unpaid balance shall bear _ interest at the rate of ten percent (10$) per annum which sha.11 be paid annua�ly. At the option of Seller any fai.lure to make any payment of princlpal �r interest shall cause the .-- entire bal�xace to become due immediately. If the interested persons canno�: otherwise agree as to the faix market value, that fair market value shall be determine d by arbitration under the rules of the American Arbi�rati.on Assoaiation. ARTICLF V The Family Corporations shall c�use all stock ce rtificates hereto�ore issued by them to bear the following legend: The snares reYiesGra�ed hy t:2is cQrtif;�ata are , sub3ect to a Shareholders Agreement which restricts thei.r ali.enation. No sale, transfer, encumbrance or ather disposition of these shares which does not compLy with the Shareholders Aqreement shall bs made ox allowed by th� corporation. The corpo- ration shall not be liable for any damages for any delay or refusal by it to transfer these shares upon its books without a written proo£ of compl.iance wi�h the Shareholders Agreement or a final order of. a court authorizing it so to do if the corpor.ation's attorneys are of the opinion that such an order should be required. ARTICLE VI Roxanne Mettenbrink, spouse of Gary Mettenbrink, and Thomas L. York, spouse of Carol Mettenbrink Xork, anc3 Cathy S. Met±enbxink, spouse of Lynn Mettenbrink, do hereby separately promise and agree that each of them doss hereby xe].e�9e, qui tclaim and discharge any and all right, title, claim or interest in or to the corparate �tock of The Family Corporations or in or to The Real Estate by reason of his ox her rnar.riage. Each aP them does hereby further agree that the provisions o£ thia Agreement are valuable to them individually and constitu�e adequate consideration for their in�ividual � release of any and all right, �itl�, claim or inter�est they would otherwise have in or to the corporate stock or The Real Estate. This Articl.e shall not be construed as preventing Roxanne Mettenbrin}c, Cathy S. Mettenbrink or Thomas .L. YorF: from asserting any claim he or she would otherwise ha�� again�t the estate of his �r her decease d spouse claiming a portion of the prc�ee�?s of th� sale contemplated by this Agreement, but only serves to release any specific claims _, ,:,_L_L., � against the corporate scocic ana �iiic Raa� La�p.-=. ARTICLE VII = Mi sce l.laneous 7., Al.l notices under this Agr�ement shall be addressed to the las�c Y.n�san address of th$ addressee . :� `; ::� :-� y :'� -4-