Document nk3J80dkqbm1JKVExaEQVqd8R

Th e Sh e h w ih -Wil l ia ms Co . g e o r o e a . ma r t i n Pr e s : o e n t Cleveland, Ohio, May 15, 1929. The Lowe Brothers Company, Payton, Ohio. Gentlemen This will confirm the oral arrangement entered into with you by 6, A. Martin, President of our Company, on May 8th, providing for the merger of your Company with ours by the transfer and conveyance to our Company of your property, assets, business and good will as a going concern, including the exclusive right to use the name. The Lowe Brothers Company,- subject to your existing obligations and liabilities, which we are to assume. The assets and liabilities covered by this arrangement are those shown and referred to in the consolidated audit report of Ernst * Ernst for your Company and for The Lowe Brothers Company of Georgia for August 31, 1928, except as changed in the ordinary course of business, suoh assets ineluding all assets as existing at the close of business August 31, 1928, with subsequent additions and earnings, except as disposed of in the ordinary course of business since such date, and except that prior to conveyance of such assets to us you shall have distributed to your stock holders, after August 31, 1928, the sum of #200,000 by way of regular cash dividends and #400,000 by way of special Cash dividends, and except that you have purchased for #160,000 and now own the five Btory building at third Street and Wayne Avenue, Payton, Ohio, which you had contracted for on or before that date, and a leasehold fee purchase for #20,000. It is understood that The Lowe Brothers Company, Limited, of Toronto, Canada, a partly owned subsidiary of your Company, has de clared dividends payable on May 31st, 1929, and August 31st, 1929, and that the same shall be paid in due course, #1, 612*50 thereof going to individual stockholders of that Company, and the balance, #9,687*50 Con stituting a part of your assets. In consideration of the transfer and oonveyance of all said assets to us, we will deliver to your Company the sum of #900,000 In cash and 56,760 fully paid and non-asseasable Shares ef Preferred Stock of our present authorised issue, entitled to cumulative dividends at the rate of 6% per annum, payable quarterly, and 40,634 fully paid and non assessable shares of Common Stock of our present authorized Issue, which cash sum of #900,000 and which shares of our Preferred and Common Stock will be delivered by your Company to the holders of your outstanding Common Stock in exchange therefor, on the basis of #45.00 in cash, 1*838 shares of such Preferred Stock and 2*0317 shares of such Common Stock, for each one share of the Common Stock ef your Company now held by your stockholders respectively. N15839 ------------ 7-SWP-005.W25 Th e Sh e r w in - Wil l ia ms Co . G EOR<3E A. MARTIN Pr e s i d e n t the Lowe Brothers Company -2- 5-15-29. thereupon, in due course, your Coopary will he dissolved, end we shall simultaneously acquire your corporate name by the organisa tion of a new company. It is understood that our Company shall not he required to issue certificates for cither Preferred or Common Stock representing fractional shares thereof, hut to those who would otherwise he entitled to certificates representing such fractional shares we shall issue fractional scrip entitling the holder to certificates representing stook, whenever the scrip shall amount to an integral number of shares* The rights of the holders of such scrip shall expire on the first day of January, 1930* Such scrip shall not entitle the holders thereof to dividends or voting rights. On our part such merger is contingent upon the due approval thereof hy our Board of Directors, and on your part it is contingent upon the due approval of such transfer and conveyance of your assets to us, by the vote of the holders of at least two-thirds of your outstanding Common Stock, and the authorization of the dissolution of your Company by such stockholders* vote, at a meeting to be promptly called and held. The cash and stooks to he paid and delivered by us shall he so paid and delivered simultaneously with the transfer, conveyance and delivery to us of all your said property and assets, upon the approval hy our counsel of the titles to such property and assets, the form of in struments of conveyance thereof and all corporate proceedings relating to this transaction, at which time we shall also deliver to you due instrument or instruments of assumption executed by us, whereby we shall assume and agree to pay and perform your existing liabilities and obligations. Such deliveries shall take place at the office of The Lowe Brothers Compary, Dayton, Ohio, on or about June 1, 1929. As above stated, this arrangement is based upon the condition existing at the close of business August 31, 1925, as disclosed by the above mentioned audit report of Ernst A Ernst, with normal and usual additions and. ohanges, and it is understood that you have not made and will not make any disposition of your property, other than in the ordinary course of business, except the speoifie dividend disbursements, and the building purchase above referred to, and the above-mentioned leasehold fee purchase. Yle have been advised by our counsel that your Company will not by virtue of the receipt of the above consideration become subject to any Federal income taxes, and that your stockholders will not by virtue 7-SWP-0053326 Th e Sh e r w /n -W/l l /a ms Co . GEOROC A. MARTIN PR'eSIOENT The Lowe Brothers Company -3- 5*15-29 of the receipt of the above mentioned stock of our company become sub ject to any Federal income taxes, and we hereby agree with year company in behalf of your present stockholders, and with your present stock holders individually, that we will protect and indemnify your present stockholders against Federal income taxes so arising (if any), which they may be required to pay in behalf of themselves or your company, we to have the privilege of defending against the imposition of any such taxes* We have prepared this letter in duplicate and enclose herewith both copies duly executed by ns to be sighed and accepted by you* Please return to us one signed copy of this letter* Approved and accepted May / 5",1929. THELQWB BSOfHERS COMPANY By ***"'' ' President. 7-SWP-0053327