such person in the Company shall bear to the total outstanding stock of the Company. But in the event that any of the Stockholders or any of their successors in interest, shall have aliened any of their stock in the Company without obtaining the agreement provided for in subdivision (b) of this paragraph; or in the event that such stock shall have become the property of any person or persons who have not given such an agreement: then the Trustee or his successor as trustee, may, at his option, either pay over to such stockholder in the Company the share of any income so received proportionate to such stockholder's proportionate stockholding in the Company, or retain such proportionate share in trust to secure the proportionate indemnity of the said party of the first part or his successor as trustee for any losses suffered or additional money or other capital invested as set forth in subdivision (b) of this paragraph, or pay over part of such share and retain part of such share. The fact that the Trustee or his successor as trustee may at any time pay over any such share shall not preclude him from subsequently retaining other shares of income thereafter received, nor shall his retaining of any share preclude him from afterwards paying over other shares of income thereafter received. If at any time the said trustee shall suffer any loss or invest any additional money or other capital as set forth in subdivision (b) of this paragraph, the said trustee may indemnify himself proportionately out of any moneys so retained or any income thereof. The money so retained and any income thereof, shall, subject to the obligation secured by its retention, be held in trust for the holder, at the time of its receipt, of the stock which it represents, and may be paid over to such individual by the party of the first part or his successor as trustee at any time at his option, and shall be so paid over, together with any income thereof, but less any sums taken therefrom by way of indemnity, not later than the termination of this trust. (f) The purpose of this trust is to continue the business of the Company in the same manner as it is at present conducted, giving the Stockholders and their successors in interest, however, a beneficial interest in the interest of the Trustee therein. It is accordingly expressly understood that the Trustee and his successor as trustee hereunder, may continue to engage in the business of the Company free from any of the limitations imposed by the law upon investment of trust funds; that he may conduct such business in accordance with his uncontrolled discretion; and that his sole duty hereunder shall be to distribute and pay over to the beneficiaries thereof, in accordance with the terms of this agreement, any sums received by him by virtue of his membership in the Company. (g) The trustee shall not be bound to take notice of any transfer of shares of stock of the Company unless he shall have been notified in writing of such transfer and shall have received a sufficient agreement from the transferee to be bound by the terms of this agreement. ......" 3. The Trustee's Partner hereby consents to and ratifies the foregoing arrangement between the Trustee and the Stockholders. Subject to the terms hereof, the partnership agreement between the Trustee and the Trustee's Partner dated together with any modifications thereof which have been made by written or oral agreement of the parties thereto or by their practice thereunder, is in all respects re-affirmed; excepting that it is understood and agreed that the Trustee will henceforth hold all his rights under the said agreement subject to the trusts hereby created, and except that the term of the said partnership shall be for the life of such Trustee's Partner, or until the sooner termination of the trust hereby created instead of for the term set forth in the said partnership agreement. The trustee hereunder, together with the Trustee's Partner, shall have the power and authority to make such modifications in the said partnership agreement (including any modification of the salary of the Trustee's Partner thereunder or in the provisions of paragraph ...of said partnership agreement) as to them in their uncontrolled discretion may seem proper; and the consent of the Stockholders hereto to any such modification shall not be necessary. 4. Should the Trustee die during the continuance of this trust, the partnership of ......shall not thereby be dissolved, but the Trustee's Partner agrees that he will continue the said partnership, subject to the terms of the agreement creating the said partnership, with the person or persons who may become substituted trustees pursuant to the provisions of subdivision (d) of paragraph 2 hereof. This provision shall also apply in the event of the death, resignation or incapacity of any of the trustees hereunder, the Trustee's Partner agreeing to continue the partnership in partnership with any substituted trustee or trustees so duly appointed. 5. Should the Trustee's Partner die during the term of this trust, the Trustee or his successor as trustee may, at his option, continue in business under the name of the partnership subject to the Trusts hereby created. Such option shall be exercised by the giving of written notice thereof, by mail or personally, to the personal representatives of the Trustee's Partner within thirty days after the death of said Trustee's Partner, or within fifteen days after the qualification of such personal representatives. Should the Trustee or his successor as trustee, exercise the said option, the said Trustee, or his said successor, shall become vested with the property of the partnership; the Trustee, or his said successor shall, within six months after such death, pay to the legal representatives of the Trustee's Partner such sum as shall fairly equal the value of the interest of the party of the third part in the assets of the partnership; but for the purpose of this provision, the goodwill and trade name of the business shall not be deemed assets, and no value shall be placed thereon. Should the Trustee's Partner die after the death of the Trustee, a similar option shall exist in favor of the then beneficiaries of the trusts hereby created, or of the person who may at the time be trustee hereunder for the benefit of such beneficiaries. 6. Upon the termination of this trust the persons who may then be stockholders of the Company shall be entitled to be paid, proportionately to their then stockholdings, any sums received by the party of the first part, or his successor as trustee, by way of distribution of assets of the Company. IN WITNESSETH WHEREOF, the parties hereto have hereunto set their hands and seals the day and year first above written. Agreement for Purchase of Stock in Corporation Payment of Part of Purchase Price from Dividends-Restrictions against Alienation AGREEMENT, made.. the "Purchaser." . between.. hereinafter described as the "Seller" and WHEREAS, the Seller is the owner and holder of....... ration (hereinafter referred to as the Corporation) organized and existing under and by virtue of the laws of the State of ..of the par value of One Hundred dollars ..; and ($100.00), each, aggregating the sum of $.... WHEREAS, the Purchaser is desirous of purchasing upon the terms, conditions, stipulations and agreements hereinafter contained, .shares of the capital stock of said Corporation, for the sum of $... NOW, THEREFORE, in consideration of One Dollar, the receipt whereof is hereby acknowledged, and of the mutual covenants and agreements hereinafter contained, this agreement WITNESSETH: The Purchaser agrees to purchase from the Seller and the Seller agrees to sell to the Purchaser.. shares of the capital stock of the Corporation, for the sum of $.. The Purchaser has paid on account of said purchase price the sum of $. acknowledged. the receipt whereof is hereby The balance of the purchase price, namely $. shall be satisfied and paid in the following manner: .% of any and all dividends which shall be declared and paid to the Seller, on the capital stock now issued and outstanding in the name of the Seller, by the said Corporation, shall be credited to the Purchaser on account of the purchase price of the stock so to be purchased by him, as aforesaid. When the amount credited to the Purchaser, shall aggregate the purchase price, namely $.... together with interest on said sum, or the unpaid balance thereof, at the rate of six per cent, per annum from the... ..day of the Seller shall assign, and transfer to the Purchaser the said.. shares of capital stock of the said Corporation. 5. Until the full amount of the purchase price, with interest as aforesaid, shall have been thus paid to the Seller, the Seller may exercise all the rights and powers, as stockholder and owner of said.. .,shares of stock, to the same extent as if this agreement had not been made. None of said stock shall be transferred to the Purchaser until the full amount of the purchase price, with interest as aforesaid, shall have been paid, nor shall the Purchaser be entitled to receive any of said stock, as aforesaid, until the amount aforesaid, with interest, has been paid by him. 6. If, by reason of death, or otherwise, the employment of the Purchaser, by the Corporation, shall terminate before the purchase price of said stock shall have been fully paid, as herein provided for, said Purchaser, or his legal representatives, shall, on demand, be entitled to receive from the Seller such sum as shall stand to his credit, as having been paid on account of the purchase price of said stock; and upon making said payment to the Purchaser or his legal representatives, all his and their rights under this agreement shall cease and come to an end. 7. In the event that said Purchaser shall, pursuant to the terms of this agreement, become the owner of said stock, the said Purchaser hereby agrees that he will not sell, assign, transfer or pledge said stock, without giving the Seller.. days' notice, in writing, of his intention so to do, in which event the said Seller shall have the right to purchase and acquire said stock, within said..... ..days, by paying said Purchaser the par value thereof, and said stock, when issued to the said Purchaser, shall have endorsed upon it a statement, or notice, to the effect that said stock is incapable of sale, assignment, transfer or pledge, except pursuant to the terms of this agreement. Provided, however, that if the right to purchase and acquire the stock of the Purchaser, pursuant to the terms of this paragraph, shall accrue, subsequent to five years after the Purchaser has become the owner of said stock, the |