Sale by controlling stockholders and organization of new corporation. _________ and _________, by agreement dated [Date], have agreed to sell to _________, of the city of _________, in the state of _________, their entire interest, being _________ shares of stock, in the _________ company, for certain considerations in the agreement fully set out, a copy of the agreement being attached here and made a part of this agreement. By the terms of the agreement, _________ of _________, undertakes, on behalf of itself and all stockholders in the _________ company, other than _________ and _________, to assign and transfer to the stockholders of the _________ company, other than _________, have or might have in and to an issue of $_____ face value of bonds to be made by a new corporation, and to be secured by a second mortgage on the _________ building, and further agrees to unite in any corporate action on the part of the _________ company, and/or the new corporation, for the purpose of effectuating the terms of the agreement and procuring the delivery of the bonds to _________ as provided there. In consideration of the premises and the benefits which the undersigned believe will accrue to them by reason of the acquisition by _________ of the stock of _________, and in further consideration of $_____ to each of the undersigned by _________ in hand paid, the receipt of which is acknowledged, the undersigned, owning the number of shares of stock of the _________ company, set after their respective names (the same being all of the stock of the _________ company, other than the stock held by _________ and _________) do irrevocably authorize and empower _________, for them and on their behalf, to enter into, execute and carry out the agreement, attached here; and the undersigned do further irrevocably constitute and appoint _________ their true and lawful attorney for them and in their names to waive notice of any corporate meeting or meetings before which the matters and things referred to in the attached agreement may come, and to vote in their names, upon all such matters and things, and generally, for them and in their names, to do anything which they might do if they were personally present, ratifying and confirming all that their attorney may do in the premises; and the undersigned further agree, if requested, to execute other proxies or powers of attorney, in the usual form, for the further carrying out of the purposes of this power of attorney. The parties have executed this agreement dated [Date].