any time within six months from the date hereof, the Bankers may sell all or any part of said stock or Voting Trust Certificates of the said. Corporation, provided that

no sale shall be at less than.... dollars a share.

3. Of the amount realized on such sale or sales they shall apply....dollars per share as hereinafter provided. Any sum realized above....dollars per share shall belong to and be the sole and absolute property of the Bankers.

4. The Bankers shall have the right to distribute the stock to Syndicate Members as provided in the proposed Syndicate Agreement hereto annexed marked Exhibit "B."

5. If and when the said stock is so sold or allotted the Bankers will apply the receipts from said sales to the extent of ...dollars a share, in lieu of contributions by the Syndicate Subscribers, provided for by Exhibit "A" for the establishment of the credit therein provided. When the receipts from such sales equal the total amount of the Syndicate Commitment $ and when the.... ..Company shall pay the commissions provided for by said Exhibit "A," the Bankers will assign to Mr... . . . . . . (but in no event, except in the discretion of the Bankers, at a date earlier than... months from the date hereof) such cash and securities as they then hold under the said Exhibit "A"; and thereupon, and pro tanto as such receipts from sale of stock are applied, and the commission paid, as herein provided, Mr... ... .shall become vested with and shall succeed to the rights of the Syndicate Subscribers against the Company, but not to their rights to participate in any

profit thereunder.

6. A liquidation of the said loan from sources other than by the sale of said stock shall not in any way affect the rights of the Bankers to sell such stock as herein provided, but after the loan is so liquidated, the sum of.... dollars per share of the sales price on sales thereafter made shall be paid to Mr.... instead of being applied as aforesaid.

Escrow of Stock to Prevent Sale or Alienation

WHEREAS, the undersigned persons for various reasons have agreed that the certificates for certain shares of the capital

stock of..... .shall be deposited with a trust company and no part thereof or of the receipts hereinafter mentioned representing the same shall be sold to parties other than those signing this agreement during the duration of this agreement,

NOW, THEREFORE, in consideration of the premises and the mutual agreements herein contained and for other valuable considerations moving from each of us to the other, receipt of which is hereby acknowledged by each of us,

WE, the undersigned stockholders of....

ration of......

have deposited with the.

a corpo

Trust Company of... ... certain certificates for stock in said corporation, aggregating....% of the capital stock of said corporation and do hereby contract with each other in regard thereto, as follows:

1. Such certificates of stock shall remain with..

Trust Company of........for the period of two years from date hereof, unless this agreement is cancelled on the written consent of all of the owners of said stock prior to the expiration of said two years. Upon the termination or cancellation of this agreement aforesaid, the certificates of stock deposited hereunder, shall be delivered to their respective

owners.

2. We, each for himself, agree that we will not sell, pledge, assign, or in any way transfer or dispose of our said certificates of stock, or of our interest therein, or of the receipts of the said Trust Company for the same, either absolutely or subject to this agreement during said period of two years, excepting upon the written consent of all of the subscribers hereto.

us, under and in accordance with the terms of a certain agreement between certain stockholders of said company, dated which agreement has been deposited with us. This receipt shall not be negotiable or transferable and shall not be sold, assigned, pledged, or otherwise disposed of

in any manner whatsoever excepting as provided in said agreement."

4. In case of the death of any of the subscribers hereto, during the period of said two years, his estate and his executor and administrator shall be entitled to the receipt of said depositary above mentioned upon surrender of the receipt held by the decedent and in lieu of the receipt running to the party so deceased, but said estate, executor or administrator shall not be entitled to withdraw the stock represented by said receipt from under the terms of this agreement. In such case, if the deceased stockholder's interest herein has been sold, by reason of and in accordance with the law, the purchaser at such sale shall not be entitled to withdraw his stock from under this agreement, but shall be substituted herein in place of the deceased stockholder.

5. A new depositary or depositaries, in place of

Trust Company of

may be named at any time by a majority in interest of the persons signing this agreement and thereupon said certificates of stock shall be delivered to the new depositary or depositaries. Such designation must be in writing and signed and duly acknowledged by all parties thereto.

6. Said stock shall continue to stand on the books of the corporation as at present, and shall be voted as though this agreement had not been entered into, and all dividends and benefits going and belonging to said stock shall belong to the stockholders of record thereof, the same as though this agreement had not been entered into.

IN WITNESS WHEREOF, we have signed our names hereto and received from... Trust Company of... ... its receipt for our certificates deposited hereunder this. . . .day of.......19

.

In presence of:.
Accepted:.

Trust Company.

By

Trust Officer.

WHEREAS the parties hereto are the sole stockholders in the corporations known as.

and ...

both incorporated under the Laws of the State of each of the parties hereto owning an equal

undivided...

corporations, and...

.interest in the share stock of the said

WHEREAS the said parties hereto are also the officers and directors of the said corporations, and each of them is actively engaged in the business of the said corporation,

..dollars....

Now, THEREFORE, the parties hereto, in consideration of the premises, and of. by each to the other in hand paid, the receipt whereof is hereby acknowledged, do hereby agree to and with each other as follows:

1. Neither of the parties hereto shall become endorser of any note or surety upon any bond without the written consent of the other parties to this agreement.

2. The parties hereto and each for himself does hereby covenant that he will not hypothecate, sell or convey, any part of his stockholdings in either of said corporations aforesaid to any person, firm or corporation, excepting upon the performance of the following terms and conditions: Such stockholder or stockholders who shall desire to continue in the

management of either of said corporations, or both of them, shall have the option, for a period of not exceeding thirty days, to purchase said share or shares of stock at the market value thereof, to be determined in manner as follows, to wit: a. The assets shall be valued at the book value to be fixed by an immediate inventory thereof.

b. The good will of...

.shall be estimated

by taking the average yearly profits during the previous years and multiplying the same by.

No good will shall be allowed for the holdings of the.

c. The value of the assets shall be added to the value of the good will as above set forth, and such resultant sum shall be the total sales value of the share stock of the said corporations.

to be

d. The retiring stockholder shall then be paid by the continuing stockholder such sum or sums as his stock shall then be deemed worth per share, upon the basis of value ascertained in subdivisions I, II and III of paragraph "second hereof. Such purchase price of stock in.. paid therefor, not later than years from the date of sale, with interest at......% per annum, the stock sold to be security for the purchase price until fully paid, but it shall be deposited in escrow with some bank or trust company agreeable to the parties. As to.... the price shall be paid under like terms and conditions, but within

years of sale.

....... •

e. Real estate assets shall be valued by an appraiser to be selected by the unanimous choice of the parties hereto, or in the alternative, by a board of.... selected by each, and the decision of.

praisers shall be binding.

to be of such ap

3. In the event of the death of either party hereto, the stock held by the decedent shall be immediately offered to the remaining stockholder or stockholders, who shall, within

days accept or reject such offer, and upon acceptance thereof, the price and manner of payment shall be as set forth in paragraph "2" hereof.

4. In the event of the withdrawal, resignation or death of either of the parties hereto, any salary or salaries received by him from the said corporations shall immediately

cease.

5. It is expressly agreed by the parties hereto, that they will not make or enter into any agreement, or contract with others that would tend to amend, alter, rescind or abrogate the provisions hereof, nor will they make any will, deed of gift, or other testamentary document in contravention of its terms.

6. This agreement shall be binding upon the heirs, executors and administrators of each of the parties hereto.