Z41/MV1/1/1

Copy share agreement

5 Feb 1930

From: 1930 To: 1930

Parties (i) Erith & Company Limited, registered office 530 High Road, Leytonstone, Essex. (ii) Arthur William Allard, Frederick George Elford and Alfred Pinion, all of George Row, Bermondsey, London (the 'syndicate') (iii) Duncan Whitehouse, 20 Oakshott Avenue, Highgate, Middlesex (iv) William Creighton, 'Keston', Mascot Road, Watford, Hertfordshire (v) Charles Brannan, King Street, City of London (vi) Marston Valley Brick Company Limited, Lidlington, Bedfordshire. Reciting MVBC Ltd was registered 12 Jun 1929 as a Private Company with a nominal capital of 36000 divided into 35400 ordinary shares of 1 each and 600 founders shares of 1 each. By special resolution of MVBC the nominal capital of the company was raised to 52400, divided into 51400 ordinary shares of 1 and 1000 founders shares of 1 each. (ii), (iii) and (iv) are holders of the majority of shares both ordinary and founders, and have requested (v) and (vi) to subscribe for shares in MVBC which they have agreed to do under the following terms and conditions. Two agreements shall be cancelled: MVBC and Arthur William Allard [14 Jun 1929] and MVBC and William Creighton [14 Jun 1929]. Operative part AWA and WC signify that their signatures cancel the agreements dated 14 Jun 1929. (i) shall subscribe for 13860 Ordinary shares 1 each and 230 founders shares of 1 each which (vi) agrees to allot the shares on the following terms: 5000 shall be paid to MVBC one month after and 4091two months after the signing of this agreement an MVBC shall after each payment issue certificates to (i) or its permitted nominees and on the last payment issue a certificate for 13860 ordinary and 231 Founders shares to (i). (i) shall be entitled to nominate one of its Directors to be a Director of MVBC and agrees that the maximum number of its directors shall be six. MVBC agrees to convene the necessary meeting and to procure the Articles of Association to be altered at the request of (i). (v) shall subscribe for 7500 ordinary and 125 founders shares of MVBC. 2500 to be paid at the signing hereof, and 2500 in one months time, the remaining 2625 two months afterwards. MVBC shall allot shares to the value of and upon each payment and upon the last payment issue certificates to (v) or his permitted nominees. (ii) shall be entitled, while holding no less than 10000 shares to nominate a director and have him appointed unless the Directors have reason to object. DW is the registered holder of not less than 5000 shares CB not less than 7500 shares. WC the registered holder of 800 shares shall be a Director of the Company entitled to acquire shares of 5000 to the right to nominate other Directors, as are CB and DW. MVBC agrees that pending the allotment of shares upon the last payment of (i) and/or (v) neither the Articles of Association or the rights of the ordinary/founder shareholders shall be altered or the number thereof increased. All the parties to this agreement agree that whenever the Board of Directors of MVBC decide to increase capital by the issuing of new shares the nominees/shareholders/Directors will vote in favour of such a move and consent to any modification of the class rights which the increase in capital may necessitate. Provided the increase is not more than 25000 (making the total share capital 77400) and that the new shares will be not equal with ordinary or founders shares but confer on the holders the following rights: - to receive a dividend not exceeding 8% per annum as decided by the Directors - the right in priority to all other shares in a winding up of the Company to a return in full of paid up capital and any arrears of dividend, but no further right to participate in profits or assets which result. In consideration of cancellation of agreements MVBC agrees to enter into new agreements with (i), (ii), (iv) and (v) with options given for the purchase of the following portions of the brick company's output of bricks: - (ii): 26 % of the monthly output. - (iv): 22 % of the monthly output. - (i): 26 % of the monthly output. - (v): 10% of the monthly output, subject to increase as provided in the new agreement. MVBC further agrees that no further contracts to supply bricks at below the current market price (meaning the London Brick Company's delivered price to Merchants or other customers after the deduction of all delivery charges and fees) shall be entered into without the agreement of (i), (ii), (iv) and (v). (ii) agrees with each of the other parties hereto that it or its members will subscribe for the remainder of the unissued ordinary shares and that MVBC will receive payment in full on or before 30 Apr 1930. MVBC shall allot (if required by (ii) )and issue for cash at a par one founder share in respect of 60 ordinary shares. (i), (ii), (iii) , (iv) and (v) undertakes with MVBC to exercise full voting powers in order to effect the agreements of the company. MVBC will have the right to require from the other parties a written declaration of the number of shares held by them, with a statement from nominees of the person or company for whom they are nominees. The President of the London Chamber of Commerce will refer any disputes between parties to a single arbitrator at the request of any of the parties. 'Permitted nominees' means any respectable and responsible firm, person or Company to whom the Directors of the Company have no reasonable objection. Signed and sealed.

No. of pieces: 1

item

Erith & Company Limited,
Allard, Arthur William,
Elford, Frederick George,
Pinion, Alfred,
Whitehouse, Duncan,
Creighton, William,
Brannan, Charles,
Marston Valley Brick Company Limited

Erith & Company Limited, Leytonstone, Bermondsey, London Highgate, Watford, London, shares