(a) Any shareholder desiring to transfer shares to a third party pursuant to a contract of sale shall obtain a written offer from that third party; and shall deliver written notice of the third-party offer to the corporation’s registered office.

(b) The third-party offer must state the number and classification of shares offered, the offering price, all other material terms of the offer, and the name and address of the third-party offeror.

(c) No transfer shall be made to a third party unless:

(d) The offer specified in subsection (b) of this section shall constitute an offer to sell the shares to the corporation on the terms of the third-party offer.

(e) Within 20 days after the corporation receives the notice specified in subsection (a) of this section, the corporation shall call a special meeting of shareholders – which shall be held not more than 40 days after the call – for the purpose of determining whether to purchase no less than all shares offered. Approval of an action to purchase shall be by the affirmative vote of the holders of a majority of the shares entitled to vote, excluding holders of offered shares.

(f) Once the purchase is so approved, the corporation may allocate some, or all, of the shares to one or more shareholders, or to other persons. But, if the corporation has more than one class of shares, the remaining holders of the class of shares being offered for sale shall have the exclusive right to exercise a first option to purchase any shares not purchased by the corporation, in proportion to their shareholdings, or in such proportion as shall be agreeable to those desiring to participate in the purchase.

(g) Written notice accepting the third party’s offer shall be dispatched, either by mail or personal delivery, to the third-party offeror at the address specified in his/her notice to the corporation; or, absent any written directive otherwise, to his/her last known address as reflected in the records of the corporation, within 75 days after receipt of the third party’s offer. Notice sent by U.S. mail shall be deemed timely if it is deposited in the mail prior to midnight on the 75th day following the date the offer from the third party was received by the corporation.

(h) If the notice of acceptance from the corporation contains terms of purchase different from those contained in the third party’s offer, the different terms shall be deemed a counteroffer, Unless the shareholder wishing to transfer shares tenders written acceptance of the counteroffer, or the shareholder and corporation otherwise resolve by written agreement the differences between the offer and counteroffer, within 15 days after receipt by the third party, the notice containing the counteroffer shall be deemed ineffective as an acceptance.

(i) Once the contract to sell is created, the shareholder shall deliver all share certificates, duly endorsed, within 20 days of receipt of the notice of acceptance. If the shares are not in the form of a certificate, the shareholder shall, within the 20-day period, deliver to the corporation the required instruction requesting that the transfer be made.

(j) Material breach of any terms of the contract shall entitle the nonbreaching party to any remedy at law or equity allowed for breach of contract, including, without limitation, specific performance.

(k) If the third-party offer is not accepted by the corporation, the shareholder shall be entitled to transfer to the third-party offeror not less than all of the offered shares within 120 days after delivery of the shareholder’s notice. [Ord. 18 Part II § 11, adopted, 10/7/2008.]