IN WITNESS WHEREOF, we have hereunto set our respective signatures and attached our several seals this the........day of April, 19.....

While the forms and documents used in organizing and operating the corporation exhibit almost an infinite variation, nevertheless, there are many forms that have become more or less standardized. In the selection of the forms that follow, care has been taken to avoid any peculiar or exceptional technical requirements.

---

Contract to Form a Corporation. The contract between the incorporators is in the nature of a partnership agreement, and the status of the incorporators is that of partners until the purposes of the contract are fulfilled.

FORM 5.

GENERAL CONTRACT TO FORM A CORPORATION 1

(STATE OF ILLINOIS)

This agreement made this first day of November, A.D., 1909, by and between the undersigned, John Brown, William Burbank, Edward Cunningham, and Raymond Williams, all of the city of Chicago and state of Illinois.

1 From Frank's Science of Organization and Business Development.

Witnesseth, That in consideration of the mutual undertakings and agreements of the parties hereto, as hereinafter set forth, and in further consideration of the sum of one dollar by each of the said parties to the other in hand paid (at the time of the execution hereof), the receipt of which is hereby severally acknowledged, the said parties to this contract hereby agree by and among themselves and with each other as follows, to wit:

First, that a corporation shall be formed by us under the laws of Illinois substantially as follows:

(a) The name thereof to be the Perfect Automobile Company. (b) The capital stock of said corporation to be One Hundred Thousand ($100,000) Dollars, divided into one thousand (1,000) shares of One Hundred ($100.00) Dollars each, said stock to be all Common Stock of uniform character and usual form.

(c) The purpose of said corporation to be substantially for the manufacture and sale of automobiles and their parts.

(d) Said corporation shall have a Board of Directors consisting of five in number, who shall all be stockholders of record at the time of their election.

(e) The officers of said corporation shall be a President, VicePresident, Secretary, Treasurer, and General Manager.

(f) The location of the principal office to be at Chicago. (g) The duration of said corporation to be 99 years.

Second, we hereby agree with each other, and the one with the other, that we will take the number of shares of the capital stock of said corporation set opposite our respective names hereunto subscribed, and will pay to the commissioners duly appointed by the Secretary of State of Illinois in that behalf, fifty (50%) per cent of the par value of the said shares so subscribed by us respectively at the time of holding the first meeting of the said subscribers to elect a Board of Directors for said corporation; and we further agree to pay the balance of our said subscriptions whenever called upon so to do by the Board of Directors of said corporation after the same shall be formed.

Third, we further nominate, constitute, and appoint...... as our agent (or attorney), and the agent (or attorney) of the said corporation so to be formed, to create or cause to be created the said corporation in accordance with the laws of Illinois and

this agreement, and to do and perform all things necessary to bring said corporation into legal existence; and we further authorize and empower our said agent (or attorney) to draw on the funds in the hands of the legally constituted officers or agents of said corporation, for the necessary expenses attending such incorporation, and we further agree that any and all contracts which our said agent (or attorney) may make in such matter shall be binding upon said corporation and also upon us jointly and severally.

In witness whereof, we, the undersigned, hereby severally bind ourselves, our heirs, executors, and administrators.

Names

Addresses

Shares

Amount

Option Agreements. - Option agreements are employed when the corporation to be formed is to take over certain properties or businesses in order to hold such properties, etc., until the corporation can be fully organized and act for itself. The agreements are usually executed between the owners of the properties as vendors and one of the incorporators of their agent or a promoter as vendee. The payment made to secure the option is usually forfeited in case the option fails.

FORM 6

OPTION ON BUSINESS AND PROPERTY

An agreement entered into this 18th day of April, 1916, by and between the Ellsworth Wagon Company, a corporation duly organized under the laws of the State of Illinois, party of the first part, and William F. Mead of Chicago, party of the second part.

For and in consideration of the sum of One Dollar paid said party of the first part by the party of the second part, receipt whereof is hereby acknowledged, and for other goods and valuable considerations, said party of the first part does hereby agree to sell to the said party of the second part, as a going concern, its entire business, factories and plant for the manufacture and sale of wagons, owned and operated by said party of the first part in the city of Chicago, Cook County, State of Illinois, including therewith all machinery, tools, and other property and appurtenances thereunto belonging, including all raw materials, manufactured products on hand, and all contracts relating to the purchase and sale of such materials and products; and also the good-will of said business and all trade-marks, brands, patent rights, licenses, etc., used therein and controlled by said party of the first part; excepting only moneys and bills and accounts receivable on hand at the time of sale; all of such property to be delivered free and clear from all liens, charges, encumbrances, taxes and assessments.

The price to be paid for said property shall be an amount Ten Thousand Dollars ($10,000) in excess of the actual appraised value at the time of purchase, of said real and personal property, exclusive of good-will, as above set forth, and such amount shall be paid in cash at the time of transfer.

This option shall expire and be of no further effect on and after the 30th day of September, 1916, 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 First National

Bank of Chicago, Ten Thousand Dollars ($10,000) in cash as a guarantee of good faith and to apply upon the purchase of said property, and within 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 second part assumes no responsibility to purchase said property in said party of the second part or his assigns.

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 afore provided, 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 heretofore 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.

In case of disagreement as to terms of this option or as to any matters connected with the exercise thereof, each party hereunto shall appoint an arbiter and the two so appointed shall appoint a third, and the three arbiters so selected shall be empowered to decide finally all matters of disagreement.

(Here follow the corporate signatures and the signature of the party of the second part.)

Option on Stock. When a corporation whose stock is closely held by but a few persons is to be sold, the option is frequently for the purchase of the stock rather than the property of the corporation. If the purchase is made on behalf of another corporation, the latter must have the power to hold corporate securities. A common form is as follows: