Minutes of Houston Oil Company of Texas

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Temporary Certificate

Incorporated under the laws of the state of Texas Number Shares Houston Oil Company of Texas Capital Stock $30,000,000 Preferred $10,000,000. Common $20,000,000

This certifies that _______________ is the holder of ______ shares of the par value of $One Hundred Dollars each of the Preferred Capital stock of the Houston Oil Company of Texas full paid and non assessable transferable only on the books of the company in person or by attorney or surrender of this certificate properly endorsed.

The Preferred Stock is entitled to dividends out of the surplus net profits of the Company as ascertained by the Board of Directors at rate of but not exceeding 6% per annum payable semi-annually in each fiscal year from and after the 1st day of July 1901, which dividends shall be paid priority and preference to any dividends of the common stock and shall be cumulative. In the event of the liquidation or dissolution of the Company the holders of the Preferred Stock then outstanding shall be entitled to receive the par value thereof out of the funds and assets of the corporation then remaining before anything shall be paid there from to the holders of the Common Stock. All or any of the Preferred Stock may be redeemed at any time and upon payment of its par value and 5% premium they are on together with all dividends then accrued and unpaid on the stocks so redeemed.

Witness the seal of the Company and the signature of its President and Secretary at Houston, Texas the _____ day of _____.

Secretary. President

Shares $100 Each

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Authority to President to sell $7,500,000 Preferred Stk

Thereupon the following resolution was presented seconded and unanimously adopted.

Resolved: the President be and he is hereby authorized to sell $7,500,000 of the preferred stock of the Company at not less than par and to select such agent or agencies to make sales as he may deem proper

Thereupon on motion the Board of Directors adjourned, subject to call by proper authority

Secretary President

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Special Meeting July 17, 1901

Proceedings of special meeting of the Board of Directors of the Houston Oil Company of Texas held at the office of said Company in Houston, Texas on the 17th day of July AD 1901.

The meeting was called to order by the President Mr. Thos H Franklin and on call of the roll the following members answered to their names S.B. Cooper Thos H. Franklin W. W. Wilson B.F. Bouner? Joe H. Eagle A quorum being present to the president announced that the business of the meeting would now be proceeded with.

Thereupon upon motion duly seconded the reading of the proceedings of the previous meeting of the Directors was dispensed with until the next meeting of said Directors.

Thereupon the following resolutions were presented seconded and unanimously adopted.

Assignment of Contract between H. O. Co and Jno H. K. to Md Tr Co

Whereas the Houston Oil Company of Texas at a meeting of its original incorporators and Board of Directors held in the city of Houston on the 9th day of July 1901, duly adopted amongst other the following bylaws.

"The Board of Directors shall have the power and authority to mortgage, pledge or otherwise encumber any or all of the property of the Company to secure any indebtedness that may be incurred in the acquirement of property by the corporation or in the conduct of its corporate business or in securing any obligation or obligations said Corporation may enter into to endorse or guarantee any certificate of beneficial interest that may be hereafter be issued by any Trust Company or other organization at the instance of this corporation against or in or to any contract or contracts of sale of any timber growing upon and of the lands of said Company or against or in any or to any of the lands of said Company, proceeds or avails of any such contract or contracts.

And where as said corporation has entered into a certain stumpage contract with John H Kirby whereby he agrees to cut and pay for Eight billion 8,000,000,000 feet of lumber from the timber upon said lands for so much thereof as can be cut on said lands which said contract is set out in the proceedings of the Board of Directors of said corporation at said meeting held on the 9th day of July 1901, to which reference is hereby made and

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Whereas said John H Kirby has with the assent of said Houston Oil Company of Texas assigned his rights instead contract to the Kirby Lumber Company and the Kirby Lumber Company has assumed all obligations of said Kirby in said contract stipulated and provided and

Where as said Houston Oil Company of Texas is desirous of anticipating the payments stipulated in said contract by assigning each contract and the proceeds and avails arising therefrom to the Maryland Trust Company as trustee - together with all of the timber covered by said contract and authorizing said Company to issue certificates of beneficial interest against said contract and the proceeds and avails thereof. Therefore be it

Resolved that said contract be assigned and transferred by the said Houston Oil Company of Texas to the Maryland Trust Company of Baltimore Maryland as trustee together with all the rights and privileges there under and as well the actual titles to said ownership of the timber covered and included their end for the purpose of the collection by said trustee of the proceeds and avails of said contract as well as of the proceeds of sales of said timber should default be made and payments under said contract and the distribution of all said proceeds and avails however arising amongst the holders of said certificates of beneficial interest so to be issued by said Maryland Trust Company trustee as hereinafter provided to the extent of the principal thereof and the interest accruing thereon under and in pursuance of the terms and provisions of said certificates and to the payment of trustees fees and to the payment over to said Houston Oil Company of Texas of the surplus thereof remaining.

Resolved further that the said Maryland Trust Company Trustee as aforesaid be and it is hereby authorized and empowered to issue against said contract and the proceeds and avails thereof certificates of beneficial interest to the amount of Eleven million ($11,000,000) dollars each for the sum of one thousand ($1,000) dollars entitling all holders thereof to the equal and pro rata benefits of the proceeds and avails of said contract and as the same are collected and received by the said Maryland Trust Company trustee and applicable to the payments of the principal and interest thereof, said certificates to be payable and United States gold coin of or equal to the present standard of weight and fineness and to bear interest at six percent (6%) per annum payable semi-annually in like gold coin of like standard of weight and fineness and which said certificates are to be made payable in several installments.

Resolved that as an additional security for the prompt and full payments of the principal and interest of said certificates to the Houston

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Oil Company of Texas shall and will guarantee the prompt and full payment to the Maryland Trust Company Trustee of each and every installment of money agreed to be paid by said stumpage contract by said Kirby Lumber Company as the assignee of said John H Kirby as they severally fall due under and by the terms of said assigned contract.

Resolved that said certificates of beneficial interest aforesaid be issued by said Maryland Trust Company Trustee aforesaid from time to time as directed by said Houston Oil Company of Texas as the lands from which said timber is to be cut are acquired by said Houston Oil Company of Texas and title approved but so that at no time shall certificates be issued in excess of aggregate value of timber upon the lands and properties of the said Houston Oil Company of Texas, computed at the rate of one dollar and twenty-five cents ($1.25) per thousand feet.

Whereas the form of said assignment of said contract to said Maryland Trust Company Trustee as aforesaid and the form of said certificates of beneficial interest so to be issued by said Maryland Trust Company Trustee and the form of the interest warrants to be thereto attached and the form of guarantee by said Houston Oil Company of Texas of the prompt and full payment of said trust certificates, principal and interest have each and all been exhibited to the Directors of said Company in session at this meeting and considered by them. Therefore be it

Resolved further that said various forms be and the same are hereby approved and the President of the Houston Oil Company of Texas is hereby authorized to execute as the acts and deeds of said Company said assignment and said guarantee in substantial compliance with the said forms but he is further fully authorized and empowered to make any and all modifications atterations and additions thereto that may in his judgement be or become necessary to properly carry out the spirit and purpose of these resolutions. His act or acts in the premises being in all things ratified and approved and be it

Further Resolved that said Maryland Trust Company Trustee as aforesaid be and it is hereby authorized to issue said certificates of beneficial interest together with interest warrants thereto substantially in accordance with the form thereof so exhibited to this meeting, but the President of said Houston Oil Company is hereby further authorized and fully empowered to agree with said Maryland Trust Company Trustee as aforesaid upon any atteration or modification of or addition to said certificates or