make application to the Legislature of the Province of Saskatchewan for such purpose; And whereas the vendor company in acquiring the property and assets of Saskatchewan Creamery & Ice Cream Company, Limited, assumed an issue of first mortgage bonds amounting to $500,000.00, blanketing in order to retire a prior issue of bonds amounting to $200,000.00 on the properties described, and under the terms mentioned in a certain deed of mortgage and trust bearing date the second day of July, 1924, as subsequently amended by a supplementary deed of mortgage and trust bearing date the twenty-sixth day of February, 1925; And whereas the vendor company by deed of mortgage and trust bearing date the first day of October, 1926, provided for the issue of an additional $300,000.00 first mortgage bonds on the properties described, and on the terms mentioned, in the said deed of mortgage and trust; And whereas the purchasing company is indebted to the Government of the Province of Saskatchewan under certain mortgages affecting its property, and the Government has given a guarantee with respect to certain advances made to the purchasing company by its bank, and in order to enable the purchasing company to carry out the terms of this agreement with the vendor company, it has requested the Government to accept certain mortgage security and shares of the company as hereinafter provided; And whereas the purchasing company represents that its bank now holds assignments of goods and receivables sufficient to fully cover its indebtedness to the said bank so far as the amount thereof exceeds the amount guaranteed by the Government, and this agreement is entered into on that basis; Now, therefore, this agreement witnesseth that the parties hereto have agreed and do hereby mutually covenant and agree as follows: 1. The vendor company shall sell, and the purchasing company shall purchase for the consideration hereinafter provided, the whole of the property, undertaking and assets of the vendor company whatsoever and wheresoever (except uncalled capital) as a going concern, as from the twenty-eighth day of February, 1927, up to which date all outgoings shall be borne and paid by the vendor company, and from which date the vendor company shall be deemed to be carrying on its business for the benefit of the purchasing company. 2. As from the said twenty-eighth day of February, 1927, the purchasing company shall have the benefit of all subsisting contracts and book debts made with or owing to the vendor company, and of all securities therefor, including cheques and bills given in payment or satisfaction therefor, and from the same date the purchasing company shall take over all the debts and liabilities (including the said bonded indebtedness) of the vendor company, and perform all its engagements, and shall indemnify the vendor company against all claims, demands, actions or other proceedings in respect thereof. 3. The purchasing company shall without delay take the necessary steps to create 7 per cent. cumulative participating preferred shares of $10.00 each, the said shares to be subject as nearly as may be, to the same terms and conditions as the herein before mentioned preferred shares of the vendor company, and to be for a similar amount. And the purchasing company shall allot to, or to the nominee of, every member of the vendor company holding such preferred shares, and who shall require the purchasing company so to do, one of its said preferred shares in respect of every one of the said preferred shares in the vendor company held by him, giving credit only for the amount paid up on such shares. 4. The purchasing company shall also without delay take the necessary steps to create in series, amalgamation shares, in denominations of $10.00 each, in such amounts as from time to time may be required for the purposes of this agreement. As the remainder of the consideration for the purchase of the said undertaking, the purchasing company shall allot to, or to the nominee of, every member of the vendor company holding said common shares, and who shall require the purchasing company so to do, one of its said amalgamation shares, Series A, in respect of every one of the said common shares in the vendor company held by him, giving credit only for the amount paid up on such shares. Amalgamation shares, Series A, referred to in this agre ement, shall, subject to prior encumbrances, and to the rights of the holders of the said preferred shares, as to capital, have priority upon the assets of the company, present and future, and as to dividend shall, in the first place, after the dividend upon the said preferred shares has been paid, be entitled to a cumulative dividend of 7 per cent. per annum, payable half-yearly, and shall, after the Government redeemable shares, hereinafter mentioned, have received a dividend of 6 per cent., be entitled to an additional 1 per cent. with the common, and after an 8 per cent. cumulative dividend has been paid on such amalgamation shares they shall be entitled to an additional 3 per cent. non-cumulative dividend with the preferred and common shares, whereupon the said preferred shares shall cease to participate; thereafter such amalgamation shares shall be entitled to share equally with the common shares in any surplus profit up to but not exceeding a further 6 per cent. Any surplus remaining after payment of such dividends shall be available for the purposes mentioned in subsections (3) and (4) of section 31 of the Act of Incorporation of the purchasing company. The purchasing company may at any time prior to March 1, 1932, call in and pay off the said amalgamation shares, Series A, such calling in and payment off to be at par, plus a premium of $2.50 upon each of the said shares if called in and paid off prior to March 1, 1929; at par plus a premium of $3.00 if called in and paid off prior to March 1, 1930; at par plus a premium of $3.50 if called in and paid off prior to March 1, 1931; and at par plus a premium of $4.00 if called in and paid off prior to March 1, 1932. Shares so called in and paid off shall not be reissued. 5. The purchasing company shall give to the Government of the Province of Saskatchewan, a first mortgage. on the land upon which its creameries, cheese factories, public cold storage warehouses, and other buildings are erected, to an amount which shall bear the same proportion to the appraised value of said property as the amount of the said bonded indebtedness aggregating $800,000.00 of the vendor company bears to the appraised value of the security included in the said deeds of mortgage and trust, or such lesser amount as may be accepted by the Government. The respective appraisals heretofore made by the Canadian General Appraisal Company, shall be accepted for this purpose: Provided, always, that in the event of the amount of the mortgage to be given being equal to, or less than the existing mortgage indebtedness of the purchasing company to the Government, then the provisions of this clause shall become inoperative, otherwise, upon registration of the mortgage herein provided for the existing mortgages of the purchasing company to the Government, shall be discharged. 6. In the event of any company with objects similar to those of the purchasing company, and carrying on business in the Province of Saskatchewan, desiring to sell its undertaking to the purchasing company, and notifying the purchasing company in writing to that effect before the first day of July, 1927, then the purchasing company may (in addition to any other method of purchase) upon receipt of an appraisal of the assets, accompanied by a financial statement of such company, and upon the purchasing company being satisfied as to the same, allot to, or to the nominee of, every member of such company, redeemable amalgamation shares in a series other than any already issued, and on such terms and conditions as may be agreed upon. 7. The purchasing company shall also, without delay, take the necessary steps to create and issue to the Provincial Treasurer on behalf of the Government of Saskatchewan, "Government Redeemable Shares" in such denominations and to such amount as the Government may require, having regard to any payments which the Government may make for the purchasing company's benefit, after having taken into consideration the additional security (if any) obtained by the Government under the provisions of clause 5 hereof. The said "Government Redeemable Shares" shall be non-voting and redeemable at par without notice, and shall, as to capital, have priority upon the assets of the company next after the said amalgamation shares, and as to dividend, shall, after the dividend of 7 per cent. upon the said amalgamation shares has been paid, be entitled to a cumulative dividend of 6 per cent. per annum, payable half-yearly. 8. The respective amounts of any cumulative dividends, or portions thereof, on the said preferred and amalgamation shares (up to 7 per cent.) and on the said Government redeemable shares (up to 6 per cent.) which have not up to the time of redemption been paid, shall be added to the redemption price. 9.—(1) As soon as practicable, a meeting of the holders of amalgamation shares, Series A, or persons entitled to be holders thereof under the terms of this agreement, shall be held after such notice as is provided for in the bylaws of the vendor company with reference to the calling of meetings. The provisions of the said bylaws relating to general meetings, including voting and procedure thereat, shall apply to this and all subsequent meetings of the said shareholders. The meeting shall elect a number of delegates equal to but not exceeding the number of delegates which may be elected to represent the locals of the purchasing company, being persons present or entitled to be present at such meeting, for the purpose of representing the holders of amalgamation shares, Series A, at general meetings of the purchasing company. Delegates elected to represent the holders of such amalgamation shares shall hold office until the annual meeting of the purchasing company to be held in the year 1928, or until their successors are appointed. At the annual meeting of 1928, and at all prior meetings, said last mentioned delegates may vote by proxy. (2) At the said annual meeting or thereafter, provision may be made by bylaw for the future representation of holders of amalgamation shares at general or special meetings, but no greater number of delegates shall be elected by such amalgamation shareholders than the number of delegates who may be elected from the locals of the purchasing company. (3) In the event of the holders, or persons entitled to be the holders of preferred shares becoming entitled to vote, the provisions of subclause (1) hereof shall be read as if they were referred to therein in all cases along with the holders of amalgamation shares or persons entitled to be holders thereof. 10. As soon as practicable after the election of delegates to represent the amalgamation shareholders (and preferred shareholders if and when the latter are entitled to representation), the vendor company shall elect or nominate a number of directors equal to the existing number of directors elected by the delegates representing the shareholders of the purchasing company. The Board of Directors shall, until otherwise provided, consist of the directors so elected or nominated by the two companies. The directors so elected or nominated. by the vendor company and the present directors of the purchasing company, shall hold office until the annual meeting of the purchasing company to be held in the year 1928, or until their successors are appointed. Nine of such directors shall constitute a quorum. At the annual meeting of the purchasing company to be held in the year 1928, or at any subsequent meeting, the delegates present may by bylaw determine the number of the directors to manage the affairs of the company and the method of their election; at such and all subsequent meetings only delegates shall have the right to vote. Any casual vacancy occurring in the Board of Directors may be filled up by the directors, but the person so chosen shall, prior to the annual meeting of 1928, be one of the same class of shareholders as the director whose place he is to fill, and shall be subject to retirement at the same time as if he had become a director on the day on which such director was last elected as such. 11. The vendor company shall not at any time hereafter, either solely or jointly with any other person or company, directly or indirectly carry on or be engaged or concerned or interested in any business having the same or similar objects to those of the purchasing company; or permit or suffer the name of "Caulder's Creameries, Limited," or a name containing the name "Caulder" to be used or employed in carrying on or in connection with any such business within the Province of Saskatchewan. The vendor company shall obtain from Joseph A. Caulder, Esquire, the present President and General Manager of the vendor company, an undertaking in writing that he will not either solely or jointly with any other person or company, directly or indirectly carry on, or be engaged or concerned or interested in any business having the same or similar objects to those of |