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Exhibit B attached to the agreement first referred to and made a part thereof, entitled "Stockholders' Agreement," is likewise dated November 10, 1908, and is executed by and l>etween Max Lewis as party of the first part, J. J. Lodge, Lincoln J. Carter and the George Melies Company, parties of the second part. This agreement, aftei reciting the stock ownership of Carter and Lodge, the fact that Max Lewis is about to purchase all of the remaining unsubscribed stock of the company, to wit, 320 shares, and 30 shares from J. J. Lodge, and after fuither reciting the agreement between George and Gaston Melies and Carter and Lodge, dated August 3, 1908, which provides that certain royalties shall be paid paid George and Gaston Melies, provides that the parties of the second part (Lodge, Carter and the corporation), agree that in consideration of the purchase of the stock by Max Lewis, the payment of royalties by the George Melies Company to George and Gaston Melies shall be upon the following basis:
" That the royalties provided for in said agreement of August '6 shall be paid to George and Gaston Melies by the George Melies Company, and that when the George Melies Company shall pay dividends the dividend account of Max Lewis as a stockholder in the company shall be credited with an amount equal to 21 2/3 per cent, of the royalties theretofore paid by the company, which 21 2/3 per cent, shall be charged proportionately against the dividend accounts of Lodge and Caiter and all other stockholders except said Max Lewis, it being further agreed by said Lodge that if the said royalties paid by the said George Melies Company to George and Gaston Melies shall at any time amount to $20,000 before the payment of dividends, then, and in that event, said Lodge shall foi feit to said Lewis 189 shares of the capital stock of the George Melies Company, and the trustees aforesaid are authorized and directed to make such transfer of 163 shares of stock from Lodge to Max Lewis."
The agreement also provides for cancellation of
THE TRUST AGRKEMENT IN THE EVENT THAT THE GeOHGE
Melies Company is prevented from carrylng on its business THROUGH the FAULT OF EITHER LODGE OR CARTER