to the Seller the said sum of seventy-five thousand ($75,000) dollars, by a certified check, drawn to the order of the Seller. (b) That, simultaneously with the execution of this agreement, the Seller shall execute and deliver to the Buyer his written resignation as president and director of the Corporation. 3. (a) That the Corporation hereby assigns to the Seller all of its right, title and interest in its outstanding accounts receivable, which are set forth in the schedule hereto annexed, marked "Exhibit A," and hereby made a part hereof; and, in consideration thereof, the Seller hereby releases the Corporation from the payment to the Seller of its indebtedness of ten thousand ($10, 000) dollars. (b) That the Corporation shall collect the moneys due upon said accounts receivable, as the agent, and at the expense, of the Seller, and shall deliver the proceeds thereof to the Seller, as and when the same shall be received by the Corporation. 4. That the Seller warrants that annexed hereto, marked "Exhibit B," and hereby made a part hereof, is a schedule, containing all of the moneys due, or to become due, from the Corporation, by reason of any matter, cause, thing or transaction whatsoever, initiated, or had, prior to the date hereof; and the Seller shall pay all of such debts, and shall save and hold harmless the Corporation. therefrom. 5. That the Seller shall not, for his own account, or for the account of others, or as the employe, agent, or servant of any person, firm or corporation, either directly or indirectly, bid on, engage in, or give assistance in, bidding on, contracting for, or building, walls, ceilings, arches, domes, or other structures, of flat tile, and in particular, of that class of tile work known as “Gustavino Arches," "Spanish Tile Arches," "Cohesive Tile Arches," "Timbrel Vaults," "Timbrel Tile Construction," or "Roe Tile Arches," for a period of thirty (30) years from the date hereof, either in the United States, the Dominion of Canada, Mexico, or Cuba, excepting only in the States of Idaho, New Mexico, Arizona, Nevada, Wyoming, and North Dakota; provided, however, that nothing herein contained shall be construed to limit the Seller's right to use ordinary rough terra cotta, or hollow tile blocks, in building construction, when the same are not used to form, or imitate, the type, or types, of tile construction aforementioned. 6. That the Seller shall not, at any future time, either directly or indirectly, conduct, or be interested, or associated, in any business conducted under the name of "Roe Co., Inc.," or under any other name so nearly resembling the same as may be calculated to mislead or deceive. 7. That the Seller hereby acknowledges the validity of the following United States Letters Patent: No. 1001A, issued to John Jones, on January 18, 1921, for an improvement in masonry structures, and No. 1002A, issued to John Smith, on January 18, 1921, for an improvement in walls and ceilings of auditoriums and the like; and the Seller hereby agrees not to infringe, or contest, the validity of, said letters patent, or either of them. 8. That this agreement shall bind the parties hereto, and their heirs, executors, successors and assigns, respectively. IN WITNESS WHEREOF, Roe Co., Inc., has caused this contract to be signed by its President, thereunto duly authorized, and its corporate seal to be affixed, attested by its Secretary, and the other parties hereto have hereunto set their hands and seals, the day and year first above written. [Annex Schedules of Accounts Receivable and of Debts.] No. 98. Agreement of corporation to sell its stock to syndicate managers. 34 THIS AGREEMENT, made January 5, 1923, between Smith Syndicate, a corporation, duly organized under the laws of the State of New Jersey, and having its principal office at No. 111⁄2 Broad Street, Newark, New Jersey (herein called the "Company"), party of the first part, and John Doe and Richard Roe, residing at No. 372 Broadway, Borough of Manhattan, New York City, "Adapted from Wing v. Smith (1919), 225 N. Y. 657, 121 N. E. 899. Syndicate Managers for the subscribers under a certain agreement hereinbelow referred to (herein called the "Syndicate Managers"), parties of the second part, WITNESSETH: WHEREAS, the Company has contracted for the purchase of certain rights and mining properties situated in the District of La Luz, State of Guanajuato, Republic of Mexico, known as the Jason Mines, consisting of eight hundred (800) acres, and the Trow Mines, consisting of ninety (90) acres, and, also, a majority of the capital stock of the La Luz Mines Co., consisting of two hundred and eighty thousand (280,000) shares, out of four hundred thousand (400,000) shares, which Company has control of the following mines: The Reed Mine and the Green Mine, located in the District of La Luz, as aforesaid, aggregating two hundred and sixty (260) acres; and WHEREAS, the Company is without sufficient funds to meet the payments which fall due under its contract of purchase, and, for the purpose of procuring funds to make such payments and acquire said rights and properties, has been desirous of selling eight thousand (8,000) shares of its common capital stock, but has been unable heretofore to make such sale to the advantage of the Company; and WHEREAS, in and by a certain agreement dated January 5, 1923 (a copy of which is hereto annexed), a syndicate has been formed to purchase the said eight thousand shares of stock, and the Syndicate Managers thereunder, parties of the second part hereto, have made an offer, in behalf of the subscribers to said syndicate agreement, to purchase and to pay for said stock the sum of eight hundred thousand ($800,000) dollars, upon the Company agreeing to pay to the Syndicate Managers, such amounts of interest, or other expenses, as may be incident to carrying out the purposes of the said Syndicate; and WHEREAS, it is deemed to the advantage of the Company to accept such offer made in behalf of the Syndicate Subscribers; Now, THEREFORE, IN CONSIDERATION OF THE PREMISES, AND OF THE SUM OF ONE ($1) DOLLAR IN HAND PAID BY THE SYNDICATE MANAGERS TO THE COMPANY, AND OF THE MUTUAL AGREEMENTS HEREINAFTER MENTIONED, THE PARTIES HERETO AGREE, AS FOLLOWS: FIRST: The Company hereby sells and agrees to deliver to the Syndicate Managers, as such, upon the execution hereof, eight thousand (8000) shares of the common capital stock of the Company. SECOND: The price therefor shall be the sum of eight hundred thousand ($800,000) dollars, to be paid by the Syndicate Managers, as follows: (a) On the 5th day of January, 1923, $125,000 THIRD: The Company hereby agrees to pay to the Syndicate Managers the expenses, interest charges and other disbursements on account of, or incident to, the handling of the syndicate, the procuring of any loan, or loans, contemplated by said syndicate agreement and the carrying out of the purposes of the syndicate; such payment to be paid, at the time of the termination of said syndicate, written notice of which shall be given by the Syndicate Managers to the Company, or at such time, or times, prior thereto as the parties hereto shall hereafter agree upon. FOURTH: The Syndicate Managers, as such, agree to accept and pay for the said eight thousand shares of common capital stock of the Company sold hereunder as aforesaid. IN WITNESS WHEREOF, the Company has caused this instrument to be signed by its President, thereunto duly authorized, and its corporate seal to be affixed, attested by its Secretary, and the Syndicate Managers, as such, have hereunto affixed their hands and seals, the day and year first above written. No. 99. Agreement between two stockholders, whereunder each agrees to purchase shares owned by the other, at the time of his death.35 THIS AGREEMENT, made January 5, 1923, by John Doe, residing at No. 111⁄2 Broadway, Borough of Manhattan, New York City (herein called the "First Party"), and Richard Roe, residing at No. 372 Broadway, Borough of Manhattan, New York City (herein called the "Second Party"), WITNESSETH : WHEREAS, the First Party owns three hundred (300) shares, and the Second Party owns two hundred (200) shares, of the capital stock of the Koe Manufacturing Co., Inc., a corporation, duly organized under the laws of the State of New York; and WHEREAS, the parties hereto desire that, upon the death of either, the survivor shall purchase such shares of the capital stock of the Koe Manufacturing Co., Inc., as the other may be the owner of, at the time of his decease: Now, THEREFORE, IT IS HEREBY MUTUALLY agreed, as foLLOWS: 1. That, upon the death of either party, the survivor shall have the right to purchase, and shall purchase, from the executor, or administrator, of the deceased party, at the price of one hundred and twenty-five ($125) dollars per share, all of the shares of the capital stock of the said Koe Manufacturing Co., Inc., which such deceased party may be the owner of, at the time of his decease. IN WITNESS WHEREOF, the parties hereto have hereunto set their hands and seals, the day and year first above written. In the presence of John Jones. John Doe (L.S.). 35 Adapted from In re Cory's Estate (1917), 221 N. Y. 612, 117 N. E. 1065. |