(Involved in Selden Truck Corporation v. Selden Truck Service Co. (Mass.), 153 N. E. 259.)

Form 3435.

Agreement Among Stockholders to Prevent Marketing Stock.

day of

This agreement made and entered into this 19-, by and between A B, C D, E F, and G H, stockholders to proposed corporation.

Whereas, the said parties have agreed among themselves, that, owing to the nature of the business transacted by the said James C. Lindsay Hardware Company, it is not desirable that the said stock so owned and held by the parties hereto should go upon the market for sale and transfer, for the reason that all the present stockholders are active workers in the business of the said James C. Lindsay Hardware Company, and are giving their personal attention and time to the development of the business; and

Uncertainty of life.

Whereas, by reason of the uncertainty of life and of the possibility that some one (or more) of the present stockholders, parties to this agreement, may wish to sell his interest in the said James C. Lindsay Hardware Company and retire therefrom, and to guard against the introduction as stockholders in the said James C. Lindsay Hardware Company of strangers or outsiders by the said business, whether by reason of a wish to sell the said stock or by reason of the death of any one or more of the present stockholders, now this agreement is made:

Option of other stockholders to purchase.

The parties hereto, owning at present all the stock of the said company, agree among and with each other that in case any one or more of them should desire to sell his stock in the said James C. Lindsay Hardware Company and retire from said business, or in the event of the death of any one one (or more) of the present stockholders, it is agreed that those of the present stockholders, who remain in the said business as stockholders therein shall have the option to purchase and acquire the whole of the stock interest of such party so dying or so desiring to sell his interest at the book value thereof, which book value shall be ascertained as follows:

Agreement or arbitration as to price.

In case the parties can agree upon a price to be paid, then the parties having the right to purchase may take the interest at such price so agreed upon. But in case the representatives of the party so dying or the party desiring to retire by sale of his interest and the remaining parties of this contract can not agree upon a fair price or book value thereof, then each of the parties shall have the right to appoint one experienced business man as arbitrators, who, if they can agree, shall fix a price, whereupon the parties to this contract remaining in the business shall have the right to purchase said interest of the said party going out at such figure if they so desire; but they shall have the option to refuse or to take the interest at that price.

Appointing umpire.

In the event that the two arbitrators so appointed can not agree, then they shall choose a third party as umpire, and the decision of the majority thereof shall fix a price at which the parties remaining in the business shall have the right to take or to refuse the interest at the price so determined. In case the parties remaining in the business refuse to purchase after the price is fixed by arbitrators, then the interest may be sold by the owner or his representative to the highest and best bidder.

Distribution of stock purchased.

Any stock of a party retiring from the business, or dying, acquired by the remaining stockholders under this agreement shall be divided or assigned by the president of the board of directors at such time acting subject to the approval of the board, to any one or more of the parties to this agreement, or to some other party not in this agreement, on the payment by such party of the amount of the purchase-price thereof, which shall be divided among such parties as shall have supplied the purchasemoney to pay for the interest so retiring.

(Involved in In re Lindsay's Estate, 210 Pa. St. 224, 226, 59 Atl. 1074.)

Form 3436.

Creditors Agreement to Conduct Business of Debtor Corporation.

Whereas the Multnomah Iron Works, a corporation under the laws of the state of Oregon, doing business in Portland,

Oregon, is financially embarrassed and is unable to meet its obligations in the ordinary course of business, and

Whereas said corporation has assets which should be conserved, consisting among other things of a large amount of manufactured material and a large amount of other material on hand and ready for immediate manufacture, all of which might, if sold in the ordinary course of business with a minimum necessary expense, be made to pay its debtors either in full or a very considerable portion thereof, and

Whereas it is desirable to avoid the expense and delay of court proceedings and

Whereas no preferences have been given by said corporation to any of its creditors and it is the intention of the corporation to treat all creditors alike and to pay each and every creditor in proportion to their respective claims and demands but owing to the market conditions considerable time will necessarily elapse before said assets can profitably be sold.

Title of property-Committee.

Now therefore it is agreed that the title to the assets of said corporation shall remain in the corporation and that the business shall be conducted by as manager under the supervision and general direction of a committee of representatives of the principal creditors of said corporation, to wit: representing Marshall Wells Company; -, representing R. M. Wade & Company; representing Simonds Mfg. Company; —, representing John Woods Iron Works; ———, representing Wiggins Company; -, representing J. C. Bayer & Company.

Authority of committee-Sales.

That the books of the corporation shall at all times be open to the inspection of said committee or of any of said creditors; that the committee shall have control of the amount, kinds and quality of goods purchased, salaries and wages to be paid the manager and other employees and such other details of the business as may be necessary to conduct the same to the best possible advantage in the interests of the creditors.

Application of receipts.

That all moneys derived from the sale of merchandise collections and other sources of revenue, shall be applied first to the payment of taxes, wages, salaries, rent, purchases of new goods, insurance and other legitimate expense incurred in conducting the business and that after meeting these current obli

gations the surplus on hand shall from time to time be transferred to, secretary of the Merchants' Protective Association for pro rata distribution among the respective creditors and dividend shall be made as often as sufficient is realized to pay five per cent. to each of the creditors.

Continuation of business.

That the business of the corporation shall be continued during such times as said committee or its successors shall deem it in the best interests of the creditors to have it continue and that the same shall be discontinued, liquidated and wound up at any time said committee may so recommend.

Transfer of assets.

And the said Multnomah Iron Works expressly undertakes and agrees that it will make such necessary transfers of its assets as may be necessary to carry out the wishes of said committee in case said committee shall decide at any time that immediate liquidation is advisable.

Extension by creditors-No suits.

And it is further agreed by the creditors of said Multnomah Iron Works that they will extend the time of payment of their respective claims and demands, and receive and accept their pro-rata payments in accordance with the tenor of this agreement and that they will not bring any suits or actions or otherwise endeavor to enforce payments of their claims by legal process, but having full trust and confidence in the corporation and the committee above named, will give such extension of the time for payment of their demands as in the opinion of the committee may be advisable.

(Signatures of corporation and creditors and corporate seal.) (Construed in Marshall-Wells Co. v. Tenney (Ore.), 244 Pac. 84.)

Form 3437.

Agreement of Stockholders Guarantying Corporate Credit. Whereas, the undersigned are stockholders in the Cedar Rapids Cereal Company, a corporation organized under the laws of the state of Iowa, with its principal place of business in the

city of Cedar Rapids, Iowa, and, therefore, interest in the business of said company, and its securing by loans from time to time from the Merchants' National Bank of Cedar Rapids, Iowa, the sums of money sufficient to enable the company to properly conduct its business. Now, therefore, in consideration of the sum of one dollar, the receipt whereof is hereby acknowledged, and in further consideration of the advancement of money and the giving and extending of credit by the Merchants' National Bank of Cedar Rapids, Iowa, and for other valuable considerations, we, the undersigned, promise to the Merchants' National Bank of Cedar Rapids, Iowa, on demand, all the money advanced and loaned the said Cedar Rapids Cereal Company on and after this date, including any renewals thereof, without notice to us, whether in full or in part, the total amount of said loans not to exceed eleven thousand five hundred dollars ($11,500.00) in the aggregate, together with interest on said loans and advances from the date named are made and received at the rate of six per cent. per annum until paid. This guaranty to be effective until thirty (30) days written notice to the contrary is given the Merchants' National Bank by the undersigned. Dated at Cedar Rapids, Iowa, this

day of

19-.

761.)

(Signatures of stockholders.)

(Involved in Merchants' Nat. Bank v. Cressey, 164 Iowa 721, 146 N. W.

Form 3438.

Guarantee of Present and Future Indebtedness of Corporation.

Agreement made this day of, 19-, between residing at 2673 Euclid Avenue, in the city of Cleveland, Ohio, and, residing at the Arlington Hotel, in the city of Cleveland, Ohio, and -, residing at Irving Park, in the city of Chicago, Illinois, parties of the first part, and the National Lead Company, a corporation of New Jersey, doing business at No. 287 Pearl Street, in the city of New York, of the second part:

Preamble-Existing conditions and purposes.

Witnesseth: Whereas, the Berner-Mayer Company, a corporation organized under the laws of Ohio and doing business.