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

............hereinafter called Mr........................

and.....................................hereinafter called the Bankers, Witnesseth:

Whereas, Mr...........is largely interested in the stock voting trust certificates and securities of the................, a corporation created and existing under the laws of the State of

..........., and deems it to his financial interest that an arrangement shall be made to establish a credit for said company at this time, and

Whereas, Mr...........has requested the Bankers to form a syndicate which will establish a credit to the extent of

............................. dollars for the benefit of the said............Company substantially on the terms and conditions of the contract, a copy of which is hereto annexed marked "A," and

Whereas, the Bankers have expressed their unwillingness to undertake this business without this agreement on the part of Mr............., and

Whereas, in order to induce the Bankers to undertake this business Mr...........has offered to make the agreement hereinafter contained; now in consideration of the premises this agreement Witnesseth:

1. Simultaneously with the execution and delivery hereof

Mr...........will deposit with the Bankers................

dollars in par value of the capital stock of the...............

Corporation, represented by Voting Trust Certificates in denominations satisfactory to the Bankers, and endorsed in blank, and in proper negotiable form, all of which stock he represents and guarantees is duly issued, fully paid and not subject to any assessment.

2. At any time during the continuance of the loan referred to in said Exhibit "A," or, if the loan be paid before that time, at in any manner whatsoever excepting as provided in said agreement."

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4. In case of the death of any of the subscribers hereto, during the period of said two years, his estate and his executor and administrator shall be entitled to the receipt of said depositary above mentioned upon surrender of the receipt held by the decedent and in lieu of the receipt running to the party so deceased, but said estate, executor or administrator shall not be entitled to withdraw the stock represented by said receipt from under the terms of this agreement. In such case, if the deceased stockholder's interest herein has been sold, by reason of and in accordance with the law, the purchaser at such sale shall not be entitled to withdraw his stock from under this agreement, but shall be substituted herein in place of the deceased stockholder.

5. A new depositary or depositaries, in place of........

.............Trust Company of.........may be named at any time by a majority in interest of the persons signing this agreement and thereupon said certificates of stock shall be delivered to the new depositary or depositaries. Such designation must be in writing and signed and duly acknowledged by all parties thereto.

6. Said stock shall continue to stand on the books of the corporation as at present, and shall be voted as though this agreement had not been entered into, and all dividends and benefits going and belonging to said stock shall belong to the stockholders of record thereof, the same as though this agreement had not been entered into.

In Witness Whereof, we have signed our names hereto and received from....................Trust Company of.......

its receipt for our certificates deposited hereunder this........___day of.......19 .

In presence of:.............

Accepted:...............

..........Trust Company.

By......................

Trust Officer.