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ARTICLE V • Any stockholder, including the heirs, assigns, executors, or administrators of the deceased stockholder, shall not sell, transfer or in other ways encumber such stock owned by him/her or them, except as set forth herein: Voluntary Transfer. Any stockholder who desires to sell all or any part of the stock owned by him shall first make an offer of sale to the Corporation, in writing, setting forth the per share price of said stock offered for sale. The Corporation may accept the offer as made within thirty (30) days of receipt of the offer. If the Corporation is not in agreement with the offered per share price, the Corporation may submit a counteroffer to the stockholder. The stockholder may either accept or reject said counteroffer within (10) days after receipt thereof. Any counteroffer not accepted will be deemed rejected. If the Corporation does not accept the initial offer to purchase, it shall give written notice of its counteroffer or outright rejection to the stockholder and shall also name a proposed arbitrator. As set forth above, the stockholder shall notify the Corporation in writing, of its acceptance of said counteroffer or, if such counteroffer is rejected, shall either(a) agree to the arbitrator proposed by the Corporation, or(b) shall name one proposed arbitrator. The • Corporation shall within ten (10) days thereafter give written notice to the stockholder either agreeing with said proposed arbitrator or, in the alternative, naming a third proposed arbitrator. If agreement is reached by the parties as to one of the three proposed arbitrators, said agreed upon arbitrator shall within (30) days thereafter serve to establish the fair market value of the stock of the corporation. If no agreement can be reached as to one arbitrator, the first two proposed arbitrators so named shall within ten (10) days choose and name a third. Thereafter, it shall be the duty of the three arbitrators to ascertain by majority vote within an additional thirty (30) days the fair market value of the stock. After the report of the arbitrator(s) as to such value, the Board of Directors shall have an additional thirty (30) days within which time to purchase such stock or to designate a person or persons to purchase the same or any specified part thereof at such value established fair market value. Written notice of such determination shall be given to the stockholder within such thirty (30) day period. If the Corporation shall not have exercised its rights under this paragraph, the stockholder may dispose of the same in the manner set out in his written notice within thirty (30) days after the expiration of the last thirty (30) day period. If the stockholder does not so dispose of such stock, all of the restrictions imposed herein shall apply to all of the stock owned by him. • J