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

and........., Witnesseth:

Whereas we are and have been for some time past partners doing business under the firm name of.........., and desire to provide for the sale of the business of said firm in the event of the death of either one of the partners by the purchase by the survivor of the interest of the deceased, we therefore agree as follows:

1. Upon the death of one of us, the business shall be continued until the..........succeeding the death of the deceased partner, and the surviving partner shall have the option to keep invested in the business of the firm, as a loan, the amount of capital appearing upon the books of the firm to the credit of the deceased partner upon the first day of......

following the death of said deceased partner, and after the taking of inventory, the amount of capital appearing on the books of the firm to the credit of the said deceased partner, upon the following terms and conditions:

2. If the surviving partner shall elect to exercise this option, he shall serve upon the legal representatives of the deceased partner, by registered mail within thirty days from the issuance of letters of administration or letters testamentary to the legal representatives of the deceased partner, written notice of such election.

3. The surviving partner shall pay interest at six per cent on the amount invested in said business on the first days of February and August, and the estate of the deceased partner shall not be entitled to any additional profits of the said business after..........succeeding his death.

4. The surviving partner hereby agrees to hold the estate of the deceased partner harmless from any and all loss which shall be sustained by the partnership subsequent to..........

after his death.

5. The surviving partner shall pay the amount of the capital to the credit of the deceased partner on..........succeeding his death, to his legal representatives in five equal installments as follows: one, two, three, four and five years after the first day of February succeeding the death of said partner.

6. It is agreed that the estate of the deceased partner shall not be liable for any debt incurred after..........succeeding his death.

7. The surviving partner may at any time prior to the time fixed for the making of the payments provided for in clause

(d) pay the same to the legal representatives of the deceased partner at the expiration of thirty days after the personal service of a written notice of his intention to make such payment.

Agreement of Partner to Withdraw upon Payment

Williston, Sections 521,1868.

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

hereinafter referred to as the retiring partner, and..........

.......hereinafter referred to as the continuing partners,

WITNESSETH :

1. The retiring partner hereby withdraws from the firm of

...............of which he up to this date has been a partner, and hereby sells, assigns, transfers and sets over to the continuing partners, all his right, title and interest in and to said firm and in and to the assets and property of said firm, upon the following terms, which the continuing partners agree to conform to and comply with:

2. The continuing partners agree to pay and discharge all debts and liabilities of said firm and to indemnify, save and keep harmless the retiring partner of and from any liability therefor.

3. The continuing partners agree to pay to the retiring partner $.............