D. In the event of an attempted Transfer by a Shareholder, of all or any portion of the Stock Interests held by him, in violation of this Agreement, the Corporation shall have the right to purchase all (but not less than all) of the Stock Interests in the Corporation held by such Shareholder at a price of One Dollar ($1.00) per share. E. No provision of this agreement shall be construed so as to limit the ability of a Shareholder to freely Transfer any Stock Interest held by them in any manner as they see fit. II.
Encumbrance.
A. As stated above, except as provided in paragraph B., below, no Shareholder may Encumber any or all of his or her Stock Interest in connection with any debt. B. The foregoing notwithstanding, a Shareholder may Encumber his or her Stock Interest if it is required to secure financing for the benefit of the Corporation. III.
Permitted Transfers and Restrictions on Transfers. A.
Transfers to Immediate Family.
Notwithstanding anything to the contrary contained herein, THOMAS AND ELLEN SMITH may Transfer any or all of their Stock Interest by right of survivorship to each other. B.
Voluntary and Involuntary Lifetime Transfers.
Except as provided in paragraph III.A., above, no Shareholder may make any Voluntary Lifetime Transfer or Involuntary Lifetime Transfer except pursuant to this Section. 1. Any Shareholder (i) who wishes to make a Voluntary Lifetime Transfer or (ii) believes that an Involuntary Lifetime Transfer is foreseeable, must promptly send a notice to each of the Other Shareholders and shall be deemed to have offered to sell his or her Stock Interest otherwise to be Transferred at the Agreement Price, and on the Agreement Terms, as defined herein. 2. Such notice shall include (i) a statement of the type of proposed Transfer, (ii) the name, (iii) address (both home and office), and (iv) business or occupation of the person to whom the Offered Stock would be otherwise Transferred, as well as (v) any other facts that are or would reasonably be deemed material to the proposed Transfer. a. In the event that such notice is not sent to a particular Shareholder or is not actually received by a particular Shareholder, then 59