designate any other person, or persons, to act as trustee, in the place and stead of the said Third Party, and, upon such appointment, or designation, by the said First Party,. in writing, said Third Party hereby agrees to transfer, convey, set over and assign unto such person, or persons, the said one hundred (100) shares of stock of the said Smith Woolen Co., and, upon such designation and such transfer, as aforesaid, the said person, or persons, so designated shall ipso facto be substituted in the place of said Third Party, and shall succeed to all the rights, titles, privileges, powers, duties and obligations of the said Third Party under this agreement, in the same manner and with the same effect as if he, or they, were herein personally named.

(c) Upon such transfer by the said Third Party, the Third Party shall thereupon be fully released and discharged from all duties and liabilities hereunder.

7. The Second Parties hereby agree to execute, from time to time, any and all further, or other instruments, which may be necessary to give and possess the First Party, or the Third Party, or the successor, or successors of the Third Party, of all rights and authorities for and in relation to said shares of stock, in order to carry out this agreement.

IN WITNESS WHEREOF, the said Second and Third Parties have hereunto set their hands and seals, and the First Party has caused this contract to be executed by its President, thereunto duly authorized, and its corporate seal to be affixed, attested by its Secretary, the day and year first above written.

SECTION 2.-CONDITIONAL GUARANTIES.

No. 179.

Conditional guaranty of lease, which will include term of renewal, under option exercised by tenant."

KNOW ALL MEN, that, in consideration of the letting of the within named premises by John Doe (herein called the "Landlord") to Richard Roe (herein called the "Tenant") and of the sum of one dollar ($1) to us in hand paid by the said Landlord, we, the Roe Brewing Co., a corporation, do hereby covenant and agree to and with said Landlord, his legal representatives and assigns, that, if default shall, at any time, be made by the Tenant, in the payment of rent and the performance of the covenants contained in the within lease on his part to be paid and performed, we will well and truly pay the said rent, or any arrears thereof, that may remain due unto the said Landlord, his legal representatives, and, also, all damages that may arise, in consequence of the nonperformance of said covenants, or any of them, providing, however, that notice of such default shall have been given to us by the Landlord, his legal representatives or assigns, within ninety days of the occurrence of same.

IN WITNESS WHEREOF, the Roe Brewing Co. has caused this instrument to be executed by its President, thereunto duly authorized, and its corporate seal to be affixed, attested by its Secretary, this 5th day of January, 1923.

(Seal) Attest:

John Jones,

Roe Brewing Co.,

By Richard Roe,
President.

Secretary.

[Annex Lease Guarantied.]

Adapted from Munch v. Ebling Brewing Co. (1917), 222 N. Y. 591, 118 N. E.

1069.

No. 180.

Conditional guaranty of payment of negotiable instruments, subject to demand.10

KNOW ALL MEN, that

WHEREAS, the John Doe Co., a corporation, organized under the laws of the State of New York, and having its principal office at No. 111⁄2 Broadway, Borough of Manhattan, New York City, desires to obtain loans, discounts, credits and other pecuniary accommodations from the Roe National Bank of New York City; and

WHEREAS, the said Bank requires security for such loans and discounts and for all other indebtedness or liability of the said John Doe Co. to it; and

WHEREAS, we, the undersigned, are interested in said John Doe Co., as stockholders, or otherwise, and are willing to become surety therefor as herein provided:

Now, THEREFORE, for the purpose aforesaid, and in consideration of the sum of one ($1) dollar to each of us duly paid at or before the ensealing and delivery hereof, and for other good and valid considerations, the receipt whereof is hereby acknowledged, we, the undersigned, do hereby jointly and severally, for ourselves, and our, and each of our, heirs, executors and administrators, guaranty and warrant until the said Roe National Bank of New York City, its successors and assigns, the prompt payment, at maturity, of each and all the notes, checks, drafts, bills of exchange, and other obligations in writing of each and every name and kind, made, signed, drawn, accepted or endorsed by the said John Doe Co., which the said Roe National Bank of New York City now has, or which it may hereafter have, hold, purchase or obtain, within one year from date hereof; provided, however, that our liabilities hereunder shall not, at any time, exceed the sum of fifteen thousand ($15,000) dollars and interest thereon.

And, in case default is made in the payment of any of the above mentioned obligations, or in the payment of any lawful claim, or demand, held by said Roe National Bank of New York City against said John Doe Co., we hereby, jointly and severally, covenant, promise and agree to pay the same to the Roe National Bank of New York City, its successors and assigns, upon demand.

19 Adapted from First National Bank of Waterloo v. Story (1911), 200 N. Y. 346, 93 N. E. 940.

This agreement is intended to be full, complete and perfect security and indemnity to the said Bank to the extent and for the time above stated, for any indebtedness or liability of any kind owing by the said company to it from time to time, and to be valid and continuous without other or further notice to us or to any of us.

IN WITNESS WHEREOF, we have hereunto set our hands and seals, this 5th day of January, 1923.

In the presence of

John Jones.

Henry Koe (L.S.).
John Smith (L.S.).

No. 181.

Conditional guaranty, whereunder seller of stock guaranties specific return to buyer.11

THIS AGREEMENT, made January 5, 1923, between 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, Doe & Co., Inc., is a corporation, duly organized under the laws of the State of Louisiana, and has an authorized capital stock consisting of one thousand (1,000) shares of Class A stock, each of the par value of one hundred ($100) dollars, and one thousand (1,000) shares of Class B stock, each of the par value of one hundred ($100) dollars, all fully paid and non-assessable; and

WHEREAS, the First Party is the owner of all of the said capital stock of the said Doe & Co., Inc.; and

WHEREAS, the First Party has agreed to sell to the Second Party, and the Second Party has agreed to buy from the First Party, the said one thousand (1,000) shares of capital stock of Doe & Co., Inc., known as Class B stock; and

WHEREAS, in order to induce the Second Party to purchase said shares of Class B stock, the First Party has agreed to execute this agreement:

Now, THEREFORE, IT IS HEREBY MUTUALLY agreed, as follows: 1. The First Party hereby guaranties that Doe & Co., Inc., will, "Adapted from Corn Products Refining Co. v. U. S. (1919), 249 U. S. 621, 39 Sun. Ct, Rep. 291, 63 Law ed. 805.

for a period of five (5) years from January 1, 1923, declare and pay, in each year, upon all of said Class B stock, dividends equal to twenty-five (25%) per cent, and that the same shall be paid in semi-annual installments beginning with July 1, 1923.

2. That, if the earnings of Doe & Co., Inc., shall be inadequate for the payment in full of said twenty-five (25%) per cent dividends in any one year, or if said Doe & Co., Inc., shall neglect, fail, or omit, to pay dividends aggregating, in any one year, said twenty-five (25%) per cent upon said Class B stock, the First Party covenants and agrees, in any such event, to pay to the Second Party, upon his demand, so long as the Second Party shall be the owner of the said Class B stock, during said period of five (5) years, in cash, semi-annually, an amount sufficient to make the net returns on said stock equal to twenty-five (25%) per cent per annum in the aggregate.

3. That this agreement shall bind the parties hereto, and each of their heirs, executors, administrators, and assigns.

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.).
Richard Roe (L.S.).

SECTION 3.-CONTINUING GUARANTIES.

No. 182.

Continuing guaranty of performance by buyers of contract of sale.1

12

KNOW ALL MEN, that, in consideration of the sale of raw silk, from time to time, upon credit, by the Doe Company, a corporation, duly organized under the laws of the State of New York, and having its principal office at No. 111⁄2 Broadway, Borough of Manhattan, New York City (herein called the "Creditor") to Roe Company, a corporation, duly organized under the laws of the State of New York, and having its principal office at No. 371⁄2 Broadway, Borough of Manhattan, New York City (herein called the

12 Adapted from General Silk Importing Co. v. Smith (1922), 200 App. Div. 750, 194 N. Y. Supp. 11.