(Construed in the case of Eastern Tube Co. v. Harrison, 140 Fed. 519. See also Real Estate Trust Co. v. Riter-Conley Mfg. Co., 223 Pa. St. 350, 72 Atl. 695.)

Form 3162.

Syndicate Agreement Concerning Underwriting Corporate

Bonds.

19, the syndicate

That during the period ending managers would endeavor to market the bonds held under the agreement for the pro rata benefit of all the underwriters at a net price to them of $925.00 per bond, without deduction for expenses or commissions, the excess received by the syndicate managers to go to them as their compensation for effecting the sales.

Syndicate members liability.

That each member of the syndicate should be liable only for his pro rata share of the bonds, if any, which remained unsold on -, 19-.

That no underwriters should be liable to the syndicate managers for any sum of money unless he should receive in exchange, for each certificate for $825.00 signed by him, $1,000.00 in said mortgage bonds of the Consolidated Gas & Electric Company and $100.00 in cash on his pro rata share of the bonds

previously sold, and the full amount of stock bonus to which he was entitled on the total amount of his subscription.

Members withdrawal-Conditions.

That each member should have the privilege, within four months from the date of the agreement, of withdrawing his bonds and stock loans, or any unsold portion thereof, to which he might be entitled, from the syndicate for investment, at the underwriting price of eighty-two and one-half cents on the dollar, upon agreeing not to offer or sell any of such securities for a period of one year from the date of the withdrawal.

Dissolution of syndicate.

That the syndicate should be dissolved within 10 days after the maturity and payment of the last obligation outstanding for the account of the syndicate.

Concerning syndicate borrowing money.

The several underwriters hereby agree that the syndicate managers may borrow from the Knickerbocker Trust Company, New York, or any other party, up to the aggregate amount of all of said underwriting certificates, and may pledge to said trust company or such other party the said certificates and bonds and shares of stock therein mentioned, and each underwriter, in consideration of the making of said loan, hereby guarantees to the said trust company, or such other party, the repayment of said loan to the extent only of the par of the underwriting certificates signed by him and so pledged. All payments made on account of such guaranties shall to that extent cancel such underwriter's obligation upon the said underwriting certificates. This agreement shall be filed with the said trust company or such other party to evidence such guaranties. This instrument may be executed in any number of counterparts to the same effect as if all the signatures were upon one original.

(Knickerbocker Trust Co. v. Davis, 143 Fed. 587.)

Form 3163.

Supplemental Underwriting Agreement Extending Time of Performance.

Whereas, the subscribers hereto did, by an instrument in writing dated the day of, 19, agree with the party

of the first part to purchase bonds of the Eastern Tube Company in a total amount of $250,000.00, in the respective proportions and on the terms as by reference to said underwriting agreement will more fully appear; and

Whereas, by the terms of said underwriting agreement it was provided that, if the said bonds were not sold for account of the underwriters prior to , 19, they should be offered for public subscription, and in the event of any of the said bonds not being subscribed, taken, and paid for by responsible purchasers within 10 days after the first publication of the prospectus making such public offering, the subscribers would, on the day of 19-, take and pay for, at par, such a proportion of such remaining bonds as the amount of bonds. underwritten by them should bear to the total amount of bonds offered by the prospectus; and

Whereas, it has been determined, because of the present high rates for money, and for other reasons, that it is inexpedient to make such public offering at this time:

Now, in consideration of the sum $1.00, in hand paid by the party of the first part to each of the subscribers hereto, the receipt of which is hereby acknowledged and of other good and valuable consideration, it is mutually covenanted and agreed:

Extension of original agreement and consideration.

day of

First. That the said underwriting agreement of, 19—, be, and the same is hereby, modified to provide that such public offering shall be deferred to a date to be fixed by the party of the first part, not later than 19, and shall then be made in the manner provided by said underwriting agreement, and that such of said bonds as are not subscribed, taken, and paid for on such public offering shall be paid for by the subscribers hereto on the day of , 19, instead of the 19, save and except that each subscriber hereto and to said agreement of 19, in consideration of the above-mentioned extension, hereby agrees to take up fifty per cent. of the amount of bonds heretofore underwritten by him, and to pay for the same at par and accrued interest on or before the -day of 19. All checks to be payable in New York funds to the Eastern Tube Company at its office in New York. For such payments the subscribers shall receive bonds of the Eastern Tube Company at par, with twenty-five per cent. in preferred stock and seventy-five per cent. in com

mon stock of the amount of such payments. In addition to the above-mentioned payment of fifty per cent., each subscriber hereto agrees to pay such sum as will entitle him to a full $1,000.00 bond and accompanying stock, in cases where an even payment of fifty per cent. would involve the delivery of a fractional part of a bond.

Second. And it is mutually covenanted and agreed that the said underwriting agreement of, 19, shall be and continue in full force and effect as to all the provisions thereof not herein specifically mentioned.

(Involved in Eastern Tube Co. v. Harrison, 140 Fed. 519.)

On

Form 3164.

Individual Underwriting Certificate-Bonds.

19-.

19 (or at any time on or before four months from date hereof, at my option), I promise to pay the Consolidated Industries Company, or to their order, by indorsement hereof, the sum of eight hundred and twenty-five dollars, in consideration of which, it is agreed by all parties hereto, I shall receive from the payee one thousand dollars par value in the consolidated refunding sinking fund five per cent. 35-year gold bonds of the Consolidated Gas & Electric Company, of Batavia, New York, of an authorized issue of three hundred thousand dollars, and three hundred dollars par value of the capital stock of the said Consolidated Gas & Electric Company, of Batavia, New York, of an authorized issue of two hundred thousand dollars, the payment of said sum by me and delivery of said certificates to me to be made at the office of (or on or before four months from the date hereof, at my option) 19

No.

(In Knickerbocker Trust Co. v. Davis, 143 Fed. 587, a member of the syndicate was liable on this certificate although all the bonds had not been sold.)

Form 3165.

Underwriters' Agreement-Stock.

We, the undersigned, each for himself, in consideration of the premises, do hereby agree to and with each other, and with the Trust Company, to subscribe to, receive and pay for the amount of (preferred or common stock, as the case may company set opposite our respecdollars for each

dollars;

per cent. of the

be) capital stock of the tive signatures hereto at the price of share of the par value of price per share hereby subscribed to be paid on allotment and the balance upon the call of the Trust Company, no call to be made until after the date of allotment, and no one

per cent., the said Trust days' notice prior of any

call to be for more than Company to give the underwriter call and an interval of months to elapse between calls. We further agree to receive and pay for any smaller amount than that subscribed for which may be alloted to us respectively.

The conditions of this underwriting agreement are as follows: (Here set out).

Form 3166.

Underwriters' Agreement-Stock-Another Form.

This agreement, made by and between the

Corporation,

a Delaware corporation, with its principal place of business at Toledo, Ohio, hereinafter called the "company," and

and as syndicate managers, hereinafter called the "managers," witnesseth:

Preamble-Existing conditions.

That, whereas, the company is desirous of obtaining additional capital up to an amount not exceeding $500,000.00, for the purpose of developing and carrying on its business and paying certain of its obligations, and for working capital; and,

Whereas, the managers are acting as managers of a certain syndicate on behalf of the subscribers thereto, which said syndicate is being formed for the purpose of assisting the company in obtaining said additional capital;