ARTICLE TWENTY-THREE.

UNDERWRITING AND SYNDICATE AGREEMENTS.

Form 3155.

Underwriter's Authority to Obtain Public Subscription.

The undersigned, subscribers to the managing underwriting of the preferred stock of the Kern Incandescent Gaslight Company, hereby authorize to make arrangements with

any trust or banking company, or bankers, for the public underwriting of such preferred stock, upon such terms and conditions as shall seem best, not exceeding, however, one share of common stock for each share of preferred stock, as bonus on the public subscription.

(Construed in White v. Robinson, 145 App. Div. 751, 130 N. Y. S. 388.)

Form 3156.

Underwriters' Agreement-Borrowing Money to Carry Out Undertaking.

The syndicate managers are authorized by the subscribers, severally and not jointly, to borrow for the account of each subscriber, from any lender or lenders, a sum not to exceed in principal indebtedness his cash subscription hereto, for such period, including agreed renewals, as shall make the principal of said loan or loans due not earlier than 19-, upon such terms as the syndicate managers may be able to arrange with the lenders, and the syndicate managers are authorized by each of the subscribers hereto severally to pledge for said loan or loans his subscription hereto duly assigned to the satisfaction of the lender or lenders, and all of the capital stock hereby underwritten or hereby assigned as aforesaid, with such power to the syndicate managers of withdrawal or substitution as they may deem wise. The note or other obligation of the syndicate. managers shall be binding upon the subscribers and their assigns in favor of the lender and its assigns, and without the

duty on the part of such lender to inquire into the performance by the syndicate managers of any of their obligations hereunder, and no assignment or other change in the interest or obligations to the syndicate of any subscribers shall release him from his obligations to any lender or lenders, unless made with the written consent of such lender or lenders.

(The above form is a clause in an underwriters' agreement construed in Wing v. McCallum, 244 Fed. 199, and in Wing v. Sedgwick, 254 Fed. 5 and 299 Fed. 311 as to what is borrowing money thereunder.)

Whereas,

Organization of corporation-Purpose.

(herein called promoter), proposes to organ

ize a corporation under the laws of the state of, to be known as the Company (herein called the corporation), for the purpose of acquiring the stock, property and plants, and taking over and consolidating the business of companies engaged in, named and located as follows:

Capital stock.

And which corporation shall have a capital stock of dollars, consisting of —— shares of

per cent. preferred

(as to capital and cumulative as to dividends) and

of common stock; and,

Options for purchase of property.

shares

Whereas, said promoter has obtained options for the purchase of all of said property of said companies, at certain prices, to be paid for partly in cash and partly in preferred and common stock of said corporation; and,

Cash required.

Whereas, it will be necessary to provide at least

dollars

in cash in order to complete said purchases and provide the necessary working capital for said corporation; and,

Forming syndicate-Manager.

Whereas, it is deemed desirable to form a syndicate for the purpose of furnishing the cash required as above set forth, by

underwriting and guaranteeing a subscription to the preferred stock of such corporation at its par value, which syndicate shall be composed of those who subscribe hereto as provided herein, and which syndicate shall be represented by the

as managers of such syndicate; and,

Commission of syndicate.

bank of

Whereas, such syndicate for so underwriting, guaranteeing and furnishing the amount of cash hereinbefore specified, is to receive as a commission therefor from said promoter, dollars of preferred, and

dollars of common stock, both

fully paid up and nonassessable, which commission, after paying the fees of the bank above named, is to be divided among the undersigned subscribers in proportion to their subscriptions.

Guaranteeing and underwriting stock.

Now, therefore, in consideration of the premises, the undersigned subscribers, each desiring to become a member of such syndicate, and for himself severally and not jointly, to underwrite and guarantee the purchase and payment of said stock to the extent of his subscription hereto,

Parties Subscribers-Manager of syndicate-Promoter.

It is hereby agreed upon the consideration herein contained, and dollars by each paid to the other between said subscribers, said bank on behalf of such syndicate and said promoter, as follows:

Subscription-Terms.

That the undersigned subscribers, each for himself, and not jointly, does hereby subscribe for so much of the preferred stock of said corporation as is set opposite his name, upon the terms herein stated, and does hereby agree to pay to said bank in cash the full face value thereof upon days' notice; when payment is so made, said bank shall issue negotiable receipts therefor, and when ready receive the same in exchange for certificates of stock in said corporation.

Bonus.

With each share of preferred stock subscribed and paid for each subscriber shall receive one full paid share of common stock of said corporation.

Agreement becoming operative-Duty and power of manager.

This agreement shall not become obligatory upon any of the parties hereto unless and until preferred stock to the amount

of dollars is underwritten according to the terms hereof, but shall immediately become operative when such amount is so subscribed; said bank shall mail notice of this fact to said. subscribers. Said bank shall also have power to enforce this agreement either by suit upon such subscriptions or by forfeiture of all payments made by parties in default, and may deprive the same of any right to participate in the benefits of this agreement.

Delivery of stock certificates.

It is further agreed that upon delivery by said promoter, or any one for him of the certificates of stock in said corporation to said bank, the latter is hereby authorized immediately to pay over to said promoter, or as he shall direct, the cash paid in by the subscribers hereto, and said promoter or said corporation shall in no way be or become responsible for the proper distribution of such shares to the subscribers hereto by said bank.

Abandonment of purpose.

If, for any reason, said promoter shall abandon the project of organizing said corporation, and shall so notify said bank, then this agreement in all its parts shall become inoperative and all sums paid by said subscribers shall be returned to them.

Underwriters' Agreement With Corporation and Trust Company.

A corporation to be organized in the state of New Jersey, or in such other state as may be agreed upon, under the name "Globe Telegraph Company," or such other name as may be adopted therefor, to acquire all United States patents for the

Alwyn System of Rapid Telegraphy, to build and operate tele

To raise funds for the purposes of the company $6,000,000.00 of preferred stock, with a bonus of $3,000,000.00 of common stock, is now offered for underwriting as set forth below, leaving in the treasury of the company $1,000,000.00 of preferred stock and $2,000,000.00 of common stock.

Parties

Subscription for preferred stock-Terms.

We, the undersigned, each for himself, agree with the Standard Trust Company, of New York City, for itself and for the Globe Telegraph Company, and to and with each other, to subscribe to, receive and pay for the amount of six per cent. noncumulative, preferred stock of the Globe Telegraph Company, set opposite our respective signatures hereto, at the price of $95.00 for each $100.00 share; twenty-five per cent. to be paid on allotment and the balance upon call of the said Standard Trust Company; but no call to be made until after four months from date of allotment and no single call to be for more than twenty-five per cent; thirty days' notice to be given prior to any call and the interval between calls to be not less than three months.

We further agree to receive and pay for any smaller amount than that subscribed for, which may be allotted to us respectively.

The conditions of this underwriting agreement are as follows:

Amount to be subscribed.

(1) That this agreement shall not be binding until at least $2,000,000.00 face value of said preferred stock shall have been