Contract between partners who had created corporation to take place of partnership

Agreement, made this _________ day of _________[year], by and between A, B and C all of _________, State of _________, provides that:

The parties, prior to _________[date], constituted the partnership of _________, transacting business in the City of _________, _________, and caused _________, a corporation under the laws of the State of _________, to be organized with a capital stock of $_____ divided into _________ shares of the par value of $_____ each, to which the corporation the firm transferred its entire property, assets, business and goodwill in consideration of the issuance by corporation to firm, or its nominees, of the entire capital stock of corporation, which, on a division among the partners composing the firm, is now owned and held as follows:

By A, _________ shares.

By B, _________ shares.

By C, _________ shares.

By _________, one share.

By _________, one share.

Each of the parties agreed to the organization of corporation, and the transfer of the business, property and goodwill of partnership to corporation, and the issuance and distribution of stock to the parties in the proportions stated above on the express condition that the parties when and as soon as they should receive from corporation certificates representing their respective stock interests as above set forth, should enter into and execute this agreement.

In consideration of the premises and of one dollar and other valuable considerations received by each of the parties from the others, the receipt of which is respectively acknowledged, and in consideration of the promises, covenants and agreements of the other parties, each of the parties does, covenant and agree to and with the other parties, their heirs, executors and administrators, respectively, as follows:

1. That during the life of this agreement he or she will not sell or otherwise dispose of his or her stock or any part unless and until he or she has first offered the stock, or any part as he or she may desire to dispose of, to the other parties, on as favorable terms and at as favorable prices as he or she will or can sell it to any other party, or parties; provided, however, that in no instance shall any party to this agreement, in buying all or any part of the stock held by another party to this agreement, be obliged to pay to the party selling in excess of book value for the stock.

2. That he or she will not sell or otherwise dispose of the stock, or any part, in corporation to any party or parties other than the parties to this agreement without first obtaining the written consent of all of the other parties in each instance, which written consent the other parties agree to give if they, or either of them, do not exercise their option within six months from the time they are notified in writing of the other party's desire to sell, to buy all or any part of the stock of the party desiring to sell and upon the terms and conditions named in paragraph 1, that is to say, that the written consent shall apply only to stock any party desires to sell and which is not purchased by the others.

3. In case of any sale of the stock of any party to the other parties, the other parties shall have the right to purchase it at not to exceed book value, as provided above, or so much as they may respectively desire to purchase up to their pro rata proportion, as fixed by their then holdings of stock in company, provided, however, that, should either of the other parties not desiring to purchase fail to take his or her full pro rata proportion of any stock when offered, then the remaining party, if he or she so desires, may purchase on the