WHEREAS, the First Party is a corporation, duly organized under the laws of the State of Oklahoma, and has an authorized capital stock, consisting of one million (1,000,000) shares of common stock, each of the par value of one ($1) dollar, all full paid and non-assessable; and

WHEREAS, the Second Party is engaged in the stock brokerage business, and has facilities for the sale of corporate stock; and

WHEREAS, six hundred thousand (600,000) shares of common stock are now in the treasury of the First Party unsold, and the First Party desires to dispose of the said shares, all as hereinafter more particularly set forth:

Now, THEREFORE, IT IS HEREBY MUTUALLY agreed, as follows: 1. That the First Party hereby gives to the Second Party, and the Second Party hereby accepts, the exclusive right to purchase from the First Party six hundred thousand (600,000) shares of its common stock, at the price of one ($1) dollar a share.

2. That, simultaneously with the execution of this agreement, the Second Party shall pay to the First Party ten (10%) per cent of the purchase price of the aforesaid six hundred thousand (600,000) shares of common stock, subject, nevertheless, to the terms and conditions hereinafter stated.

3. That the Second Party may exercise the aforesaid option, from time to time, taking on each occasion such an amount of shares of the First Party's common stock, as the Second Party may elect.

4. (a) That the First Party shall, in writing, forthwith direct its registrar and transfer agent, the Doe Trust Co., whose office is in the Borough of Manhattan, New York City, or any other registrar and transfer agent hereafter appointed by it, to issue, or cause to be issued, one or more of its shares of common stock in the name of the Second Party, or in the name of such other person, or persons, as the Second Party shall designate, and shall cause the said Doe Trust Co., or any other registrar and transfer agent hereafter appointed by it, to deliver forthwith as many of such shares of stock to the Second Party, as the Second Party shall tender payment therefor, at the rate of ninety (904) cents a share, to the Koe Trust Co., or any other registrar and transfer agent hereafter appointed by the First Party, either in cash or by certified check, drawn to the order of the First Party; it being understood and agreed that the difference between such ninety (90) cents per

share and the price of one ($1.00) dollar per share shall be charged and deducted by the First Party from the payment of the Second Party provided for in paragraph "2" hereof.

(b) That, if the First Party shall exercise its right to cancel this contract, as provided in paragraph "9" hereof, then, and in such event, the First Party shall apply so much of such ten (10%) per cent payment, mentioned in paragraph "2" hereof, as shall not then have been applied towards the payment of shares of common stock theretofore received by the Second Party, to the payment of as many shares of the First Party's common stock as such balance will then pay for, at the rate of one ($1) dollar per share; and such share, or shares, of common stock shall be issued in the name of the Second Party, or in the name, or names, of such other person, or persons, as the Second Party shall designate; and the First Party, upon the demand of the Second Party, shall deliver the same, or cause the same to be delivered, to the Second Party.

5. (a) That annexed hereto, and made a part hereof, is a schedule, marked "Exhibit A," which contains a full and true list and description of all of the leases, owned by the First Party; and the First Party represents to the Second Party that each of said leases is now in full force and effect; that it has legal title to each of them; and that each of said leases is free from any and all encumbrances of any kind or description whatsoever, except that the First Party is obligated to pay a yearly royalty of not more than two ($2) dollars an acre on such of said leases as affect demised premises which are not oil producing, and a royalty of one-eighth of the oil produced from any of the lands affected by any of said leases which are oil producing.

(b) That the First Party represents to the Second Party that it now has thirty-nine (39) producing oil wells on its said leased properties, with a settled monthly production of four thousand (4,000) barrels of oil; that such oil is being sold by it to the Smith Pipe Line Co. at the price of three and one-half ($3.50) dollars a barrel, and that the whole of the proceeds thereof are received by, and belong to, the First Party, except the one-eighth royalty aforementioned; and that the First Party, also, has gas wells on its said leased premises, from which it receives a net revenue of about three hundred ($300) dollars a month.

6. That annexed hereto, marked "Exhibit B," and made a part

hereof, is a full and true copy of the First Party's balance sheet as of December 31, 1922.

7. That the First Party represents to the Second Party that the annexed statement, marked "Exhibit C," and made a part hereof, contains a complete list of the dividends, which the First Party has heretofore duly, properly and regularly paid to its stockholders, with the dates of the respective payments thereof.

8. That the First Party shall, whenever requested by the Second Party, (a) furnish to the Second Party, in writing, information, concerning the condition of its business affairs and financial condition, and (b) execute, or cause to be executed, such documents, and other instruments, as may be necessary to permit its said shares of common stock to be sold, or offered for sale, under the provisions of the Blue Sky Laws, so-called, of any state, or states, of the United States, that the Second Party may designate.

9. That, if the Second Party shall not take up stock in an amount, which will net the First Party the sum of twenty-five thousand ($25,000) dollars, within thirty-five (35) days from the date hereof, and a further amount, or amounts, of stock, which shall net the First Party the additional sum of twenty-five thousand ($25,000) dollars, within each period of thirty (30) days thereafter, then, and in any such event, the First Party shall have the right to cancel and terminate this contract, by giving to the Second Party ten (10) days' written notice of its intention to exercise such right of cancellation; but it is expressly understood and agreed that such right of cancellation shall be the sole and exclusive remedy, which may be exercised by the First Party, upon, or by reason of, the failure of the Second Party either to take up the amount, or amounts, of stock hereinbefore provided for, or the entire amount of stock provided for under its option herein; provided, however, anything to the contrary herein notwithstanding, that it is expressly understood and agreed that, in addition to the delivery of stock provided for in paragraph "4" hereof, the First Party, after exercising its right of cancellation, shall continue to supply the Second Party, with its shares of stock, at the price herein before specified, for a period of ten (10) days after notice of cancellation shall have been received by the Second Party, to enable such Second Party to deliver shares of the First Party's common stock, upon any contract, or contracts, theretofore made

by the Second Party, for the sale of shares of common stock of the First Party.

10. That this agreement shall begin on the date hereof, and shall continue for a period of ten (10) months thereafter, unless the Second Party, prior thereto, shall have disposed of such six hundred thousand (600,000) shares of common stock of the First Party.

IN WITNESS WHEREOF, the First Party has signed this instrument, by its President, thereunto duly authorized, and has caused its corporate seal to be hereunto affixed, attested by its Secretary, and the Second Party has hereunto affixed his hand and seal, the day and year first above written.

[Annex Schedules of Properties, Balance Sheet & Dividend List.]

No. 328.

Agreement of corporation to purchase from promoters businesses and properties of various partnerships and corporations, which promoters propose to acquire.3

THIS AGREEMENT, made January 5, 1923, by the Doe Steel Corporation, a corporation, duly organized under the laws of the State of New Jersey, and having an office at No. 1112 Broadway, Borough of Manhattan, New York City (herein called the "Steel Corporation"), party of the first part, and Richard Roe and Henry Koe, residing at No. 371⁄2 Broadway, Borough of Manhattan, New York City, as joint-tenants, and not as tenants in common (herein called the "Consolidation Purchasers"), parties of the second part, WITNESSETH:

WHEREAS, the Steel Corporation is organized for the purpose, among other things, of engaging in the business of manufacturing,

Adapted from U. S. v. U. S. Steel Corp. (1919), 251 U. S. 417, 40 Sup. Ct. Rep. 293, 64 Law ed. 343.

buying, selling, or dealing in, all tubular, and other, products, of iron, steel and other metals, fittings, tools, supplies, machinery, apparatus, and projectiles, and all other materials of war; and

WHEREAS, the Steel Corporation has issued its capital stock, paid for at par in cash, to the amount of five thousand ($5,000) dollars, equally divided into seven (7%) per cent cumulative preferred stock and common stock, having the relative preferences and the status set forth in its articles of incorporation, to which reference is hereby made as a part hereof; and

WHEREAS, the Steel Corporation contemplates an increase of its said preferred stock to an authorized amount of forty million ($40, 000,000) dollars, and of its said common stock to an authorized amount of thirty-five million ($35,000,000) dollars; and

WHEREAS, the Steel Corporation desires to acquire the properties and businesses, and the capital stocks of several corporations, owning properties and businesses, of the character covered by the purposes set forth in its articles of incorporation, concerning which, and the value of which properties and businesses, it has instituted inquiry; and

WHEREAS, the Consolidation Purchasers, having a similar purpose, already have opened, and now are conducting, negotiations for the acquisition by them of various properties necessary to the purposes of the Steel Corporation; and

WHEREAS, the Steel Corporation has propositions to purchase properties and businesses of the aforesaid character from the Consolidation Purchasers, upon the terms hereinafter stated, and, also, to secure a cash working capital, necessary for the conduct of its business:

NOW, THEREFORE, IT IS HEREBY MUTUALLY agreed, as follows: ARTICLE 1. The Steel Corporation, for itself, its successors and assigns, covenants and agrees to purchase, and to take, from the Consolidation Purchasers, their heirs, executors, survivors and assigns, at any time, within the period of four (4) months from the date hereof, the real property, plants, machinery, merchandise and good-will of the following named corporations, or partnerships, or shares of the capital stock of, or other interests in, such corporations, or firms, viz.:

(a) Doe Tube Works Company, (b) Roe Tube Works, Inc.,

(c) Koe Tube Corporation,