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• 3. In the event of the death of any stockholder or in the event of a levy under execution against the stock belonging to any stockholder of the corporation, or in the event of the appointment of a receiver of the stock belonging to any stockholder of the corporation, or in the event of voluntary or involuntary insolvency proceedings on the part of or against any stockholder of the corporation, or in the event of an assignment for the benefit of creditors, notice shall be given by the stockholder involved, his administrator, executor, successor or other representative to the other stockholders of the happening of such event. Such notice shall be in writing and be transmitted by certified or registered mail to all the stockholders of the corporation and to the corporation at their respective places of residence as stated on the records of the corporation. The stockholders of the same class as that of the stockholder who or whose stock is involved in any of the proceedings or happenings hereinbefore mentioned shall have an exclusive irrevocable option to purchase the shares so involved running from the date of the happening of any event above mentioned until thirty days after the receipt of the said notice, and the corporation and stockholders of the other class shall likewise have an exclusive irrevocable option of thirty days to purchase said shares, all in accordance with the terms and provisions hereinbefore provided for with respect to the situation where a stockholder desires to sell or hypothecate his or her stock. 4. The value of the shares of stock which are offered for sale as hereinbefore set forth shall be the book value thereof as determined by customary accounting methods, except that no valuation of good will shall be included in the computation of book value of the shares offered for sale or subject to • transfer as hereinbefore provided. 5. Notwithstanding the foregoing, no stock of the corporation may be transferred, assigned, or conveyed to any person, unless and until such person signs and files with the corporation a written consent to elect to be taxed pursuant to Subchapter S of the Internal Revenue Code. Stock passing by descent and distribution to estates of stockholders are not subject to this restriction, for the period of administration authorized pursuant to Subchapter S of the Internal Revenue Code. In the event that such heir, beneficiary or legatee shall refuse to sign and file such written consent, the corporation shall repurchase the shares from the estate of the stockholder at the then fair value, based upon a combination of net asset value per share and a capitalized earrAng value per Share. This restriction. shall terminate at any time that the stockholders holding a majority of the outstanding shares subject to this restriction file written consents'electing to terminate the Subchapter S election made. N19CII:MT:AftfT+