Correspondence, Thomas Toland to Levi Syphus

September 4, 1918. Hon. Levi Syphus, St* Thomas, Nevada, Dear S ir: I herewith hand yon two copies o f draft o f option agreement which I trust w ill meet yorr approval. I f not, do not hesitate to change i t in any respect. I go away tonight to Imperial to be gone t i l l next Monday, a t which time I hope to have a corrected copy o f this document buck from you, when I w ill reshape it to your satisfaction . 1. I can insert a l l o f the names o f the several groups of p arties in the second paragraph I f desired, 2. In the Third Subdivision, "3 ", K(b}?t and " ( c ) " , I have provided fo r the contracts re la tin g to the saving o f road­ways fo r our people and the contract to purchase s a lt fo r your magnesite people. The Important item o f working out th is propos­itio n is to have © le g a l consideration fo r these contracts and to have the contracts executed by the proper p arties. Ultimately Yirgin River Salt Company is the proper party, since it owns the sa lt and w ill construct the road; in the meantime, however, the party to whom we are se llin g the stock gets i t in part considera­tion o f making the contract to s e ll salt and ,th© contract with re ­spect to roadways. The theory on which the option agreement is drawn is that these two side contracts are fo r the benefit o f a ll of the stockholders, and this is so. So fa r as the Yentura stock­holders are concerned,theywould not enter into the option agree­ment except in consideration of the road contract, and your people would not enter into the option agreement except in consideration of the sa lt purchase agreement. The other stockholders desire these two parties to enter into the option agreement and unless thev do so cannot effect the sale themselves. As a matter .of fact, as I understand i t , Mrs. George is interested to son® extent in the*!Hagheeit© or Kaolin* It therefore makes i t to sore extent better that the salt purchase contract be made for her ben efit as your people and she make one h a lf of a l l the salt stock. I assume, that McGuire s t i l l holds some chares in pledge. These can be escrowed as belonging to the pledgors and they can gSsre the escrow holder an order fo r the payment to r cGuire o f the prin­cipal an! in terest to him. Hon, Levi Eyphus Sept* 4, 1918 Ujy certific a te fo r one share, and the c e rtific a te issued to Anna Heel for 62i shares, have been lo s t . It w ill be necessary to secure a reissue in order to escrow these shares. I think that the Ventura c e rtific a te s are held as o rig in a lly issued* I understood that lire. George was goinr away today to San Luis Obispo County to be gone several weeks, but I wi. 11 endeavor to get in touch with her through W illard, her son, and think there need be no delay on that account. However, she does not seem to be very anxious to s e ll, but expresses h e rse lf as w illin g to join- the re st, That is the attitude of some o f the Ventura shares, though the rest are w illin g to s e l l . Immediately u-non my return I w ill canola te and forw ard.for your inspection a draft of the agreement "Exhibit A" under "Third” ”3" " ( b ) ”. While th is subject matter o f the road is nn and while* as we understand i t , the matter is in your hands, we would lik e at an early day to locate a roadway from the Jteirview and Fox claims to connect by an extension o f the road from the S a lva tion claim to St. Thomas. Our thought is that the question o f rights of way should now bo solved as w e ll as the pro or location o f tie ro&d, particu larly from Salvation to St Thomas, so that the new owners ( i f they come in) w ill not temporise by running th eir road up and down h i lls , but w illplace it in a proper w ell graded location and construct i t there from the beginning. In draftin g your Exhibit "B" you can make the Second Pprty a trustee as you have mentioned before or draw it on such plan as you may think best* Shall expect to • hear from you by my return from* Imperial. MS ? Yours tru ly , - ' |j§ ZAoo.O (w: ' Diet, by TOT but signed In hie absence. I THIS AGREEMENT OF OPTION, made this 21st day of August, A* D. Mneteen Hundred and Sight een, BETWEEN HARRY GENTRY, IT AI, of Clark County, Nevada, F irst Parties, BENJAMIN F. BONSILI of Clark County, Nevada, Second Party, SADIS B. GEORGS of los Angeles, Third Party, and ANNA NEEL (a lso called ANNA Z. NEEL), ST AL, of los Angeles and Ventura Counties, C alifornia, Fourth Parties, and GEORGS F.PERKINS o f St. Thomas, Clark County, Nevada, F ifth Party, W I T N E S S E T H : FIRST: That V irgin River Salt Company is a corporation duly organized and existing under the laws of the State of Nevada and having it s prin cipal place of business at St. Thomas, Clark County, Nevada; that the authorized cap ital stock of said corpora­tion is One Thousand (1,000) shares of the faoe value of One I Hundred D ollars (#100.00) per share; that a l l of said capital , ‘ f a '• ' I l f ' ? - If ' ’• 11 < stock is fu lly paid, issued and out standing, and is owned by said parties of the f i r s t , second, third and fourth parts, as follow s: Said F irst Parties own One-fourth (-!) thereof; said Second Party owns One-fourth (^ ) thereof; said Third Party owns One-fourth (^ ) thereof; and said Fourth Parties own the remaining One-fourth ( i ) thereof. SECOND: That said F ifth Party is desirous of securing an option and right to purchase a l l of the said shares of capital stock from said other parties under and subject to the terms, provisions, covenants and conditions in this AGREEMENT OF OPTION set forth fo r the cash aggregate purchase price of One Hundred and F ift y Thousand D ollars (#150,000.00), and fo r the further consideration of the covenants herein contained to be kept and performed by himself, his successors and assigns, in the ownership of said shares of stools that may be purchased hereunder, by said V irgin Hiver Salt Company, it s successors an$ assigns in the ownership of the rock salt property known as ”Salvation Salt Claim” now owned by said corporation* SHIED; That in consideration of the premises and of the sum of fen D ollars (#10*00) to them in hand paid o f the covenants herein contained to be kept and performed by said F ifth Party, his successors and assigns, in the event of the purchase of the shares of said stock owned by those of said F irs t, said Second, said Third and said Fourth Parties respec­tiv e ly whose names sh a ll be subscribed hereto (o r to an AGR1B-MEIT OF OPTIOB substantially identical herewith and delivered and handled at the same time and in connection herewith as herein provided), and in further consideration of the perform­ance by said V irgin E lv e r Salt Company in such event of the covenants and conditions herein specified to be kept and per­formed by i t , or on it s behalf, those of said F irs t, Second. Third and Fourth Parties whose names are subscribed hereto do hereby grant and give to said F ifth Party the righ t and option t i l l and including the 50th day of September, A. D. 1918 (but not fo r any longer period of time) to purchase a l l of said shares of stock so owned or held by them respectively at and fo r the price and sum of One Hundred and F ift y D ollars (#150.00) per share in cash in law ful le g a l tender money of the United States under and in accordance with these presents under in accordance with the terms, provisions, covenants, understand­ings and conditions follow ing, to -w it; 1* This transaction s h a ll be handled by being placed in escrow with Dos Angeles Trust and Savings Bank at it s banking house at Borthwest Corner of Spring and Sixth Streets, Dos Angeles, C alifo rn ia. 23ie escrow charges of said escrow holder sh all be paid by the subscribers hereto and sh a ll be proportioned among them r e s p e c tiv e ly according to the ra tio of th eir shares of stock to the whole number of shares of stock subscribed to be sold under this form of said OPPIOH AGRSEMSUf. 2. Said respective stockholders whose names sh a ll be sub­scribed to th is form o f sh all on or before September 15, A. 3). 1918, deposit with said lo s Angeles Prust and Savings Bank th eir c e rtific a te s of stock fo r a l l the shares of stock of said corporation owned by them respectively, to be handled and delivered by i t on the terms and conditions herein set fo rth ,— which c e rtific a te s , when so deposited, sh a ll be duly indorsed, so that the ownership thereof may pass to the purchaser by delivery thereof by said escrow holder. 3. Said F ifth -Party and/or his assigns sh a ll, on or before September 25, A. D# 1918, deposit with said lo s Angeles !Prust and Savings Bank in the escrow of this transaction fo r payment and delivery to the parties entitled thereto hereunder, or to th eir order, the follow ing, to -w it: (a ) A sum of law ful le g a l tender money of the united States which sh all amount to and be the purchase price of a l l of the shares of stock subscribed and c e rtific a te s thereof endorsed and deposited, as herein provided, with said escrow holder, fo r delivery, at the rate and price of One Hundred and F ifty Dollars ($150.00) per share fo r a l l of said shares so deposited. (b ) An agreement in w ritin g in the form and containing the terms set forth in "Exhibit A" hereto attached, duly executed by said F ifth Party and his assigns and said V irgin River Salt Com­pany, on the one part, with and fo r the benefit, on the other part, of said F irs t, Second, 2hir& and Fourth Parties, and with -3- end the Board of Street ore of ta ld V irgin River Balt Company » ©t oi^r Reeling thereof at which ft quorum o f sa id Board o f Blreetore ch sll he pretest, is hereby authorised end d greeted to adopt and enter a resolution (in doe time for aooorapliehiag the purpose® hereof) v appointing am attorney in fleet of Virgin River Salt Com­pel^, with f a l l power to execute end d eliver the agreement in eaid fo ra , "In h ibit A", in the name, under the seal and ae the act end deed of e©id V irgin River Salt Company; and said Virgin River Salt Company, and at id Cleorge F* Ferkine, for him self, hie successors and assigne in thie option end in the omerehip of a l l etc ok which sh ell be purchased hereunder, hereby covenant e and spree a to and with the said f i r a t , Second, Third sai Fourth Parties, that within giacty (60) day® a fte r the delivery to said Oeorre F* For kin a, h is successors and/or assigns, o f the eharoe of stock o f eaid V irgin River S alt Company sold and/or delivered under th ie option, said corporation and the puroh&eers and/or the holder® of eaid eharoe of stock sh a ll silt w i l l cause meetings of the stockholders end of the Board o f Directors of maid V irgin River S a lt Company to bo duly held at ite principal place o f Uninese at St* Thomas, Revada, end a fitoo^oldere* resolution and a resolution o f said Board o f Directors to be duly and xepulaily adopted at finch me©tinge by acid etooMioldere and by eaid Board o f Director®, r e s p e c tiv e ly f whioh sh a ll approve, ra tify and oonfirm the execution and do 11 very o f the agreement In thie subdivision " ( b ) " referred to , by such attorney in fa c t o f eaid V irgin River Salt Company. A copy and fossa of the arrQ0 n*mt eo to be executed and delivered, and r a t ifie d , approved and confirmed m in thie Subdivision " ( b ) " provided, 1ft attached hereto and is hereby mode a part hereof, marked "Sa&ibit A" (o ) An agreement in w ritin g, in the form and oon* tam in g the terms set forth in E x h ib it B*, attached hereto, eeour- *4*» ing the right and option to said F irst and Third parties, th eir successors and assigns, to purchase and have delivery o f salt from said Salvation Salt Claim on the terms and conditions and at the prices and during the time therein provided, duly executed hy said F ifth Party and/or his assigns, and said Virgin River Salt Compaiy, on the one part, with and for the benefit, and on the other part, of said First and Third P arties; and the Board of Directors of said V irgin River Salt Company, at any meeting thereof at which a quorum of said Board o f Directors sh all he present, is hereby authorized and directed to paEs and adopt a resolution (in due time fo r accomplish­ing the purposes hereof) appointing an attorney in fact of Virgin Riv­er Salt Company, with f u ll power to execute and deliver to said F irst and Third p arties, or th eir nominee, said agreement in said form, "Ex­h ib it B", in the name, under the seal and as the act and deed of said V irgin River Salt Company; and said George F. Perkins, for himself, his successors and assigns in this option and in the ownership o f a l l stock which shall be purchased hereunder, hereby covenants to and with said F irs t, Second, Third and Fourth P a rties,in consideration of the premises, th at, within sixty (60) days after the delivery to him, his successors or assigns, of the shareB of stock o f said Virgin River Salt Company sold and/or delivered under this option, the purchasers and/or the holders of said shares of stock shall and w i ll cause meet­ings of the stockholders and of the Board of Directors of said V ir­gin River Salt Company to be duly held at its principal place o f business, and a stockholders' resolution and a resolution o f the said Board of Directors to be duly and regularly adopted at said meetings by the stockholders and by said Board o f Directors, respect­iv e ly , which sh all approve, ra tify and confirm the execution and de­liv e ry by such attorney in fact of said agreement in this Subdivi­s i o n " ^ " referred to. A copy and form of the agreement so to be 5- / executed ©ad delivered, end r a t ifie d , approved md confirmed a§ in this Subdivision ’*‘c )w provided, is attached hereto, and i t hereby mad© a part hereof, marked "Exhibit B% 4, It i s the expectation of the subscribers to this form of agreement that a l l of the one thousand (1000) Phare© o f the ©coital ©took of Virgin Elver Salt Company w i ll be offered, for 4 S S under tail© option and in the etorow herein provided fo r; nevertheless, in consideration o f the premises, i t is hereby cov­enanted and agreed by and between t hoe© parties of the f i r s t , Second, Third and Fourth parts, who s h a ll include th eir eald etodr in th is option and sh a ll execute this fora of agreement and deposit th eir stock in raid ©©crow fo r s a lt hereunder, that they sh a ll have the ripfct to s e ll the earn® hereunder even thougk a l l o f said stockhold­ers do not so consent to s e ll their *ai& shore;, o f ©took hereunder; provided that ©aid f i f t h Party, hie euoceeeore and assigns, £-'k&U not in any ©vent re je c t my stock offered under th is option, and that i f such rejection be made, then ©aid escrow holder sh all not deliver any stock offered hereunder, tut ©hall return a l l certificate© of stock in such case to the p arties by whom they were deposited with i t . 5, Whenever on or before September 30, 1918, oert-ifio a te e duly endorsed repretenting a l l of the one thou©and (1,000) shares of said capital stock sh ell be deposited with said escrow holder fo r e l© and delivery hereunder and said F ifty Party, or his assigns, sh a ll have deposited the f u l l purchase price for a l l of said one thousand (1,000) shares, at mo hundred f i f t y d o llars (3150) per share with said escrow holder, as herein provided, and sh all also have deposited with said escrow holder said agreements referred to in Subsections " ( b ) " and " ( e ) " of Paragraph "3" o f Subdivision "Third" o f this agreement, duly executed and acknowledged in the manner provided for acknowledging deeds o f re a l property and ready for deliver?; as in th is agreement provided, then eaid escrow holder -6* sh all close «* Id escrow by ayinr the purchase price of eaid r e - epee tire shares o f ©took to the per cone do posit ing the same with i t , or to th eir respective orders, at the rat® o f one hundred f i f t y d o llars (#150,00) per chare and by delivering to raid F irst rartiee said agreement mentioned in said Subsection, ” { o ) ” and to said Fourth Fart lee said agreement mentioned in said Subsection " ( b ) M and by de­liv e rin g at the same time to said F ifth Party, his successors and eeeims*'' the said c e rtific a te s , so endorsed in blank, evidencing said one thousand (1,000) shares o f stock; provided, nevertheless, that, i f c e rtific a te s representing a l l of said ©hares o f stock ehdll not be so deposited with said escrow holder duly endorsed fbr de­liv ery hereunder at or before three o*ol©ok p, eu, o f the 30th day of September, 1918, nevertheless, i f said F ifth Party, hi© successors and/or assign© sh a ll then have fu lly complied with the requirement© of this agreement as to a l l o f the ©hares o f stock then deposited with i t , ©old escrow holder s h U l close said escrow by the delivery of a l l share© o f ©took then deposited with i t hereunder to said Fifth Party, his successor© and assign®, and by the payment to the r ere one, respectively, who ©hell have so deposited said shares with it for delivery, o f the purchase price thereof a t one hundred f i f t y d o llars (#150) per share and by delivery to said F irst P arties o f ©eld agreement mentioned in ©aid Subsection " (o )" and to eaid Fourth Parties said agreement mentioned in said Subsection n ( b ) ”; provid­ed farth er that said escrow holder be acid is hereby authorised and directed at the times and on the contingencies aforesaid to close ©aid escrow, as and when hereinabove pwrided, whether eaid p arties, or any o f the®, sh all appear and demand the closing of the eame or not, by passing to the credit o f the several parties en titled thereto or a© directed by their respective written order© on f i l e with i t , the purchase price o f th eir ©aid stock at eaid price o f one hundred f i f t y dollar© (#150) per ©la re with said hot Angeles —7— end Pavings BanJt, and by taking into the no see salon of said eeid agreement e raentioned in said fubeeetion® p||i||| ah& n( o ) w a® the re pro cent at1 ve of the parties entitled thereto, end by taking from eaid eeorow paid Share® of stock eo in each respective oaeo depeelted. with it hereunder end holding earn© for end ae the representative o f said F ifth Party, hie successors or assigns. g t ftk saj ©vent i t l i an indisp®nsabl© o c a d iti® of this agreement of escrow that said Fifth party, h is ruccescore and/or aseim e, s h a ll, on or before September SO, 1918. deposit with said escrow holder the earn of f 5,000*00 which, in the ©vent that said f i f t h Party, his successors or asEigne, sh all exercise th is option end complete said purchase of stock in accordance here­with within the time herein provided, sh ell apply as part o f the purchase price on said stock, but in the event o f the failu re o f said f i f t h Party, hie successors or assigns, eo to complete said purchase hereunder, then that said five thousand d o lla rs sh a ll be fo rfe ite d to,and retained by,said etookholders as h erein after pro­vided, as liquidated damages fo r the fa ilu re o f the said Ftffefc Party, hie success ore and/or assigns, to exercise and carry out this option* I'irae is of the essence o f each and a l l of the provisions of thie agreement, which by their terms are binding upon or are © c o itio n s lim iting the right and option o f the f i f t h party, his successors and/or assigns hereunder* 7* In the event that said fift h Party, hie sue-ooteore and/or eeal m e ,ehallnot so deooelt « i t h naid escrow h o n o r on or before September 30. 19X8, eoffiolont cash money to pay for a l l o f the charoe of stools: deposited with said osormi holder for sale hereunder, together with said agreement. i*W lm o d in said S'ubeootlon* " ( b ) - and " (o )* an* sh a ll not otherwise on or before the time la s t earned comply with the roquirerente and *8- conditions herein provided to he performed and net by him, M© successors or assigns, then a l l righ t and option of said Fifth Party, his saeeessors and/or assigns to purchase said shares o f stock or ©ny thereof, he rounder, shall absolutely ©ease and terminate and said escrow holder, upon demand of ©aid F irst, Eeoonft, Third and Fourth Parties sh ell return to the respective parties la s t named th eir sharea o f ©took deposited with it hereunder, and in such case said sum o f fiv e thousand d o lla rs ($6,000) eo required to be de­posit ed hereunder by s* id Fifth party on or before September SO, 1918, sh a ll be absolutely and unconditionally fo rfe ite d to and re­tained by,and s h a ll be delivered by said escrow holder to , said stockholders who sh a ll have deposited th eir shares with i t hereunder pro rata according to their respective number of eharee eo deposited, 8, Baoh, every, a l l and singular the tense, provi­sions and conditions o f this agreement of option sh a ll apply to and bind ani inure to the benefit o f the heirs.executors, administrators and assigns o f the respective p a rtie s.