in cash at the time of transfer, the aforementioned mortgage being assumed by the purchaser and accounted as a cash payment to the amount of said sum of dollars, and accrued in

terest thereon due at the time.

day of

Exercise of option-Time.

bank

This option shall expire and be of no further effect on and after the 19, unless prior thereto said party of the second part, or his assigns, shall, in writing, notify said party of the first part, of his or their intention to exercise the same, and shall at that time deposit in the dollars in cash as a guarantee of good faith and to apply upon the purchase of said property, and in such event, the party of the first part shall, within sixty days of such notice and deposit, transfer and convey said business and property by such deeds, conveyances and assignments and other instruments as may be necessary to vest the full right, title and interest in said business and property in said party of the second part or his assigns.

Notice of exercise of option-Assignee.

It is further understood and agreed that said party of the second part assumes no responsibility to purchase said property unless he or his assigns shall elect so to do by written notice and deposit in bank as aforeprovided, and that in case of assignment of this present instrument by said party of the second part all its provisions shall inure to the benefit of, and run in favor of, and be binding upon his assignee or assignees, in every respect as theretofore upon said party of the second part, and in case of such assignment said party of the second part shall be free from all liability hereunder.

Arbitration of disagreements.

In case of any disagreement as to the terms of this option or as to any matters connected with the exercise thereof, each party hereunto shall appoint an arbitrator, and the two so appointed shall appoint a third, and the three arbitrators so elected shall be empowered to finally decide all matters of disagreement. In Witness Whereof, the Company, party of the first part, has caused its corporate name to be hereunto signed by its president and its duly attested seal to be hereunto affixed by its secretary and the party of the second part has affixed his signature and seal, all on the day and year first above written.

-,

of

day of

Company of the city of

party of the first part, and, of the city of

19-, by

State of

State

That for and in consideration of the sum of one dollar and of other good and sufficient considerations paid the party of the first part by the party of the second part, the receipt whereof is hereby acknowledged, the said party of the first part does hereby agree and bind itself as follows:

day of

First. At any time on or before the 19-, it will, on demand of the said party of the second part, sell, convey, transfer and deliver to the said party of the second part or his assigns, on the terms and for the considerations hereinafter set forth, all and singular, the following described property, to wit:

Property involved.

and state of

All of the real estate, buildings, improvements, plant, factory, machinery, tools, appliances and appurtenances now belonging to the said party of the first part and located at in the county of including therewith all property, machinery, materials and supplies of every kind belonging to said party of the first part which may now be on said property or employed in connection therewith or in the conduct of the business of the party of the first part.

Also all the good will, trade-rights, trade-marks, brands, pat

ents, licenses and trade-names now owned or controlled by the said party of the first part. Also all manufactured products, goods, crude materials and supplies of every kind and wherever situated belonging to said party of the first part, and all its other assets of every kind, save and except money on hand and such bills and accounts receivable and other liquidated rights to money as may be due said party of the first part at the time the option rights hereunder are exercised by said party of the second part.

Consideration.

Second. The consideration for the transfer and assignment of said property to said party of the second part shall be dollars, to be paid in cash by the party of the second part to the party of the first part at the time of the consummation of such purchase.

Free title and abstract of title.

Third. All of the foregoing property is to be transferred free and clear from any liens, charges, incumbrances, taxes and assessments of every kind, and said party of the first part agrees at any time during the life of this contract to furnish said party of the second part or his assigns within days of written demand therefor, full and complete abstracts of title to all such real estate as is included under this present option. Notice of exercise of option.

Fourth. At any time on or before the first day of —, 19-, upon ten days' notice from said party of the second part or his assigns that he or they are ready to consummate the purchase herein contemplated, said party of the first part will prepare and execute all such warranty deeds, transfers, conveyances and agreements as may be necessary to vest the title of all said property in said party of the second part or his assigns, and to carry out the intent and purposes of this agreement, and will deliver the same against payment in cash of the aforesaid amount of dollars.

Insurance.

Fifth. If before the consummation of the purchase contemplated by this contract any part of the buildings or property herein included be destroyed or injured by fire or other casualty, or the value thereof be otherwise materially changed, then the true value of said property shall be determined by appraisal, as hereinafter provided, and the purchase-price of said property

as fixed herein shall be so changed as to accord with the appraised value of said property so determined.

Management of business.

Sixth. The said party of the first part shall manage and conduct the said business for the purchaser or purchasers under this contract for any desired period not exceeding one year after the consummation of the purchase, the compensation of the officers and employees of said party of the first part during such period to be the same as now paid.

First party to abstain from business.

Seventh. After the consummation of said purchase, neither said party of the first part nor its officers (who evidence their agreement thereto by their signatures hereunto affixed) will engage in the business of drawing wire for a term of five years within one hundred miles from unless in the service of the said party of the second part, his assigns or

successors.

State of

Assumption of obligations.

And it is further agreed by and between said party of the first part and said party of the second part, as one of the conditions of this present option, that on consummation of the purchase herein contemplated all bona fide contracts of the party of the first part in connection with its said business in force at the time of said purchase, whether for the purchase of materials and supplies or for the sale of manufactured products, shall be taken over and assumed by the said party of the second part, or his assigns.

Arbitration of differences.

It is also agreed that in the event of any difference between the parties hereto concerning this contract, or its terms and conditions, or of the valuation of any property, or of damage to any property, each party shall appoint some person experienced in said business to act as appraiser or arbitrator, and the said two appointees shall appoint a third person of like qualifications, and the three arbitrators so appointed shall, without unnecessary delay, decide such matters of disagreement or difference, and the parties hereto agree and bind themselves to submit and assent to the decision of the said board of arbitration or appraisement, and to carry out according to the tenor of this decision the provisions of this present contract.

Limit of option.

day of

It is also agreed and understood by the parties hereto that should the purchase contemplated by this agreement not be consummated on or before the 19-, then this present option indenture shall cease and terminate without prejudice or liability or claim of any kind to or against the parties hereunto.

Assignability of contract.

It is further mutually understood and agreed that the said party of the second part may assign the present contract and that his assignee or assignees shall enjoy the same rights and privileges in this present contract in every respect as if he or they were original parties thereto.

In Witness Whereof, the said Company has caused its signature and seal to be hereunto affixed by its duly authorized officers, and said party of the second part and the officers of said Company, as individuals, have hereunto affixed their respective signatures and seals, all on the day and year first above mentioned.