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Whereby, having recited: firstly, PA849/1/3; secondly, that the Rudge Cycle Co. Ltd. is a new company which has been formed to acquire Rudge & Co.'s business as per PA849/1/3; thirdly, that the new company's nominal capital is £200,000 in 40,000 shares of £5 each; and fourthly, that PA849/1/2 empowers its directors to effect the 7 Oct 1887 agreement mentioned therein [where it merely appears as a contract made between Frank Cook and Edgar Fairweather on the company's behalf]: therefore:-
1. as from 4 Aug [1887], Frank Cook (of Saint Clement's House, Clement's Lane, Lombard Street, London, chartered accountant) shall sell Edgar Fairweather (of 12, Queen Street, London, gentleman, acting on behalf of the Rudge Cycle Co. Ltd.) (a) leaseholds mentioned in the first part of the schedule, (b) branch premises listed in the second part thereof, (c) patents and trademarks detailed in the third part, (d) plant and (e) goodwill;
2. the consideration-money shall be £157,500 (not £165,500 as intended by the 7 Dec 1887 agreement);
3. title shall commence with the leases under which the old company holds the various premises;
4. Frank Cook covenants for further assurance;
5. completion should be effected by 20 Dec 1887 at the offices of Edgar Fairweather's solicitors Nash, Field & Wilson, 12, Queen Street, Cheapside, London;
6. F. Cook shall retain possession until completion;
7. books will then be handed over, but E. Fairweather must allow Cook thereafter to use them for the purpose of eliminating old debts;
8. Cook shall be deemed to be carrying on business from 4 Aug [1887] until completion;
9. the new company shall indemnify Cook as from 4 Aug aforesaid;
10. Cook shall pay costs regarding formation of the new company up to 29 Oct 1887, which was the date of the first allotment of shares;
11. if the new company does not adopt this agreement by 20 Dec [1887], either party may rescind it.
Schedule as described.