Agreement, made....................between........

..............., hereinafter described as the "Seller" and

................of...............hereinafter described as the "Purchaser."

Whereas, the Seller is the owner and holder of.........

......., shares of the capital stock of..............a corporation (hereinafter referred to as the Corporation) organized and existing under and by virtue of the laws of the State of

..............of the par value of One Hundred dollars

($100.00), each, aggregating the sum of $.............; and

Whereas, the Purchaser is desirous of purchasing upon the terms, conditions, stipulations and agreements hereinafter contained,...............shares of the capital stock of said

Corporation, for the sum of $..........

Now, Therefore, in consideration of One Dollar, the receipt whereof is hereby acknowledged, and of the mutual covenants and agreements hereinafter contained, this agreement WITNESSETH:

The Purchaser agrees to purchase from the Seller and the

Seller agrees to sell to the Purchaser............shares of the capital stock of the Corporation, for the sum of $..........

The Purchaser has paid on account of said purchase price the sum of $..........., the receipt whereof is hereby acknowledged.

The balance of the purchase price, namely $.........., shall be satisfied and paid in the following manner:.......% of any and all dividends which shall be declared and paid to the Seller, on the capital stock now issued and outstanding in the name of the Seller, by the said Corporation, shall be credited to the Purchaser on account of the purchase price of the stock so to be purchased by him, as aforesaid.

When the amount credited to the Purchaser, shall aggregate the purchase price, namely $............, together with interest on said sum, or the unpaid balance thereof, at the rate of six per cent. per annum from the..........day of

.............., the Seller shall assign, and transfer to the

Purchaser the said.............., shares of capital stock of the said Corporation.

5. Until the full amount of the purchase price, with interest as aforesaid, shall have been thus paid to the Seller, the Seller may exercise all the rights and powers, as stockholder and owner of said.............,shares of stock, to the same extent as if this agreement had not been made. None of said stock shall be transferred to the Purchaser until the full amount of the purchase price, with interest as aforesaid, shall have been paid, nor shall the Purchaser be entitled to receive any of said stock, as aforesaid, until the amount aforesaid, with interest, has been paid by him.

6. If, by reason of death, or otherwise, the employment of the Purchaser, by the Corporation, shall terminate before the purchase price of said stock shall have been fully paid, as herein provided for, said Purchaser, or his legal representatives, shall, on demand, be entitled to receive from the Seller such sum as shall stand to his credit, as having been paid on account of the purchase price of said stock; and upon making said payment to the Purchaser or his legal representatives, all his and their rights under this agreement shall cease and come to an end.

7. In the event that said Purchaser shall, pursuant to the terms of this agreement, become the owner of said stock, the said Purchaser hereby agrees that he will not sell, assign, transfer or pledge said stock, without giving the Seller........

days' notice, in writing, of his intention so to do, in which event the said Seller shall have the right to purchase and acquire said stock, within said..........days, by paying said

Purchaser the par value thereof, and said stock, when issued to the said Purchaser, shall have endorsed upon it a statement, or notice, to the effect that said stock is incapable of sale, assignment, transfer or pledge, except pursuant to the terms of this agreement. Provided, however, that if the right to purchase and acquire the stock of the Purchaser, pursuant to the terms of this paragraph, shall accrue, subsequent to five years after the Purchaser has become the owner of said stock, the purchase price to be paid by the Seller to the Purchaser for his stock shall be the book value thereof as the same appears upon the books of the Corporation at that time.

8. It is agreed that no involuntary sale, or transfer, of said stock, by operation of law, or otherwise, shall in any wise affect the right of said Seller, within..........days after learning of such involuntary sale, or transfer, to purchase said stock upon the same terms as if said Purchaser had given written notice of his intention to sell, assign, transfer, mortgage or pledge said stock, the said Seller being hereby given all such rights, hens, in and to the said stock, as will enable it to effectively and effectually become the purchaser and owner of said stock, upon the terms aforesaid, notwithstanding said involuntary sale, or transfer.

9. The Seller shall have the right, at any time before the purchase price of said stock shall have been fully paid by the Purchaser, in accordance with the terms thereof, to sell all of its stock in said Corporation, including the stock which the said Purchaser has in and by this agreement agreed to purchase, and out of the net proceeds of the sale of all of its stock, the said Purchaser shall be entitled to receive from the Seller

..............of the net amount realized by it for all of its stock, after deducting from said............such balance of the purchase price as said Purchaser shall not yet have paid for the stock which he has herein agreed to purchase, provided, however, that the Purchaser shall have the right to purchase said stock at the same price at which the Seller proposes to sell the same, by paying a cash deposit of............per cent, of said price, within........days of being notified of said proposed sale, and the balance of said price, within.......

days thereafter.

10. It is agreed that the Purchaser shall not have the right to assign this agreement, or any rights thereunder, nor shall the same be assignable by operation of law, except as hereinabove specifically provided.

In Witness Whereof, the parties hereto have hereunto set their hands and seals, the day and year first above written.