(Construed in White v. Robinson, 145 App. Div. 756, 130 N. Y. S.

388.)

Form 3172.

Syndicate Agreement With Conditions.

This agreement made by and between

and

as syndicate managers, hereinafter termed "managers," and the various subscribers to this agreement or counterparts thereof, hereinafter termed "subscribers," witnesseth:

Preamble-Existing conditions.

That, whereas, said subscribers desire to form themselves into a syndicate for the purpose of assisting the Corporation in obtaining additional capital, not exceeding $500,000.00, in accordance with the provisions of an agreement between said corporation and the said syndicate managers to be executed substantially as attached hereto by copy, marked "Exhibit A"; Now, therefore, it is hereby agreed and declared as follows:

Purpose-Obtaining additional capital.

1. A syndicate is hereby established between the several persons and parties hereto for the purpose of assisting said company in obtaining additional capital. The syndicate subscribers hereby appoint the aforesaid as managers of said syndicate, and said managers agree to act in that capacity, subject to the terms and conditions of this agreement.

and

Payments by subscribers.

2. The subscribers severally agree to pay to the syndicate managers the sums below set after their respective names. Said payments shall be made on the basis of fifteen per cent. of such amounts at the time of signing the same, and at the rate of not to exceed thirty per cent. on each and every sixty (60) days thereafter as the same may be called by the syndicate managers, until said respective sums are paid.

Powers of managers-Disposition of moneys.

3. The moneys received by the syndicate managers, as aforesaid, and any moneys borrowed by the syndicate managers by pledge of the said subscriptions, or otherwise, shall be used by the managers in carrying out the purposes and objects of the syndicate substantially in accordance with the provisions of the said agreement between the managers and the Corporation, and the managers are hereby authorized to enter into any and

all agreements and undertakings which in their judgment may be for the best interests of the subscribers with reference to the matters contemplated in this agreement, but the managers shall have no right, power or authority to in any wise bind any subscriber hereto in any amount over and above the amount of the subscription hereto of any such subscriber, but the syndicate managers shall and are hereby given authority to pledge the subscription of each subscriber hereto for the payment of any. sum or sums borrowed by such syndicate managers for the purpose of raising moneys to be paid over to the Corporation as hereinabove provided, but no personal liability of any kind shall be incurred as against any subscriber excepting only the liability of such subscriber to pay the subscription made by him or it.

Securities-Distribution.

4. The managers shall receive and hold all of the notes or other securities received on account of the said loans to the Corporation for the equal pro-rata benefit of the subscribers, and all moneys received by the managers and the proceeds of all shares of stock or other securities of said corporation which may be received by the managers, and all income and proceeds. thereof, less the expenses of such managers, shall be distributed and paid pro-rata to the several subscribers hereto, in accordance with the amounts of their several subscriptions and their payments thereon.

Disposition of common stock-Conditions.

5. The managers are hereby given full power and authority to from time to time exercise the option contained in said agreement, marked "Exhibit A," to accept and receive common stock in payment of loans made to said corporation, and to sell and dispose of any of the stock so received at such price or prices as they may deem best; provided that the managers shall not elect to accept said option and receive said stock for the account of the syndicate without first securing the approval in writing of subscribers holding at least three-fourths in amount of said syndicate subscriptions, and that said managers shall not dispose of any stock so received at less than $8.00 per share, without securing the approval in writing of subscribers holding at least three-fourths of the syndicate subscriptions.

Managers may be subscribers-Compensation-Immunity.

6. Any one or more of said managers may become a subscriber or subscribers hereto with the same rights and obliga

tions as other subscribers and shall be permitted to participate in the profits of said syndicate. The managers shall be entitled to their reasonable compensation and expenses incurred in the administration of this trust and shall not be personally liable either jointly or severally for any act or thing done or omitted by them to be done hereunder excepting severally for their individual fraud or wilful acts.

Managers-Quorum.

7. A majority of the managers shall constitute a quorum and the action of any two thereof shall be binding. In the event of the death, resignation, or disability of a manager, the remaining managers shall elect his successor who, upon signing this agreement, shall be qualified as a manager.

Depositary-Appointment.

8. The managers may appoint a depositary where all subscriptions, notes of the Corporation, moneys and other papers and records pertaining to this syndicate may be deposited.

Depositary-Negotiable certificates.

The depositary may issue for and in the name of the managers, negotiable certificates acknowledging the payment by the subscribers of their several subscriptions. Said certificates may be in substantially the following form:

CORPORATION SYNDICATE CERTIFICATE.

This is to certify that — has paid to the undersigned, as syndicate managers, the sum of dollars, on account of a subscription to the securities of Corporation and the holder hereof or assigns is entitled to participate in the proceeds and profits of said syndicate in the proportion to which the above amount bears to the total amount paid to said syndicate managers by the subscribers.

This certificate is transferable only upon the books of the undersigned and until so transferred the person above named shall be considered as the owner and holder hereof.

In Witness Whereof, the syndicate managers by their depositary have signed this certificate on this

day of

19-.

Syndicate Managers.

By

Depositary.

Any and all notices to which the subscribers hereunder may be entitled shall be mailed to such subscribers at the post-office address as shown by the books of the depositary.

Syndicate-Term of existence-When effective.

9. This syndicate shall continue until the

day of

19, and may be extended by the managers for a period of six months thereafter.

This agreement shall not be binding until accepted in writing by the managers and shall not become effective until subscriptions approved by the managers aggregating not less than three hundred thousand dollars ($300,000.00) have been so filed.

The subscribers may become parties hereto by signing this agreement or any counterpart thereof and having such subscription accepted in writing by the managers.

In Witness Whereof, the parties have signed this agreement as of the

day of

19-.

Syndicate Managers.

Names.

Address.

Amount.

(Furnished by TRACY, CHAPMAN & WELLS, attorneys, Toledo, Ohio.)

Form 3173.

Syndicate Agreement-Reorganization of Missouri, Kansas & Texas Railway Co.

Agreement, dated the first day of, 19-, between J. & W. Seligman & Co. and Hallgarten & Co., as reorganization managers, hereinafter called the reorganization managers, parties of the first part; Speyer & Co., J. & W. Seligman & Co., Hallgarten & Co., and The Equitable Trust Company of New York, syndicate managers, hereinafter called the syndicate managers, parties of the second part, and the syndicate subscribers hereto, hereinafter called collectively the syndicate, constituting the parties of the third part; every such syndicate subscriber being bound only to the extent of his own subscription, and not for any other subscriber or subscription.

Preamble Basis of reorganization-Syndicate proposed. Pursuant to a plan and agreement of reorganization dated -, 19—, about to be issued and under which the parties of the first part are reorganization managers, it is proposed to undertake the reorganization of the affairs of Missouri, Kansas & Texas Railway Company on the basis of a prior lien mortgage, an adjustment mortgage, preferred stock and common stock. Said plan and agreement are hereinafter termed the reorganization plan, and of it the parties have knowledge.

The syndicate subscribers, the parties of the third part, desire to form a syndicate in the manner hereinafter provided and for the purposes hereinafter stated.

The reorganization managers and the syndicate managers agree as hereinafter in articles I, II, III, IV, V, VI and VII set out.

Syndicate to purchase new securities.

I. The syndicate will take and pay for, and the reorganization managers will sell and deliver, those of the following new securities for which stockholders shall not subscribe under the reorganization plan or for which holders of participation warrants issued under the reorganization plan shall fail to make payment in accordance with the terms of the participation warrants, viz.: $12,894,570.00 Prior lien mortgage bonds, series C, ten year, six per cent.; carrying interest from, 19—; 5,526,244.00 Adjustment mortgage bonds, series A, five per cent.; ranking for interest from 19-;

$18,420,814.00

and, subject to the provisions of the reorganization plan, not exceeding 762,833 shares common stock.

Subject as provided in article II deliveries of the new securities will be made at the times and otherwise as may be provided for the delivery of new securities under participation warrants.

Consideration for securities and payments.

II. The syndicate will pay for such securities a sum not exceeding in the aggregate $18,420,814.00, viz.:

a. For the new securities for which stockholders shall not subscribe (hereinafter termed unsubscribed securities), the