to reject any and all applications, and also, in any case, to award a smaller amount than applied for. The amount due on allotments will be payable at the office of J. P. Morgan & Co., in New York funds, on, 19—, against delivery of J. P. Morgan & Co. Interim Receipts, exchangeable for definitive debentures when received from the company.

The American Telephone and Telegraph Company Five-Year Six Per Cent. Notes, due, 19—, with final coupon attached, will be accepted in payment of allotments on the date specified, at 100.24406 and accrued interest, equivalent to a four and threefourths per cent. interest basis from such date to, 19—. Kuhn, Loeb & Co. Kidder, Peabody & Co.

J. P. Morgan & Co.

First National Bank, New York The National City Company Bankers Trust Company, New York

Contract to Sell Corporate Bonds.

We have sold to Zimmermann & Forshay one hundred thousand dollars, par value, of the new four per cent. bonds of the United Railroads of San Francisco at eighty-nine per cent., payable and deliverable when, as and if issued, with accrued interest at the rate of four per cent. per annum, either party having the right to call for deposits according to the requirements of article 30 of the constitution of the New York Stock Exchange, and on the failure of the party called upon to comply with the call for deposits, this contract shall mature, with the right and authority to the party not in default to close the contract in accordance with the rules of the New York Stock Exchange. Due when issued.

No.

Timmerman, Dahlgreen & Co.

(Involved in Zimmermann v. Timmermann, 120 App. Div. 218, 105 N. Y. S. 443.)

Form 3287.

of

Contract to Sell Corporate Bonds-Another Form.

Memorandum of agreement, made in duplicate this

day

(trustees for and

representing the promoters and organizers of the Wilkeson-Tripp Company, hereinafter named) parties of the first part and and of Spokane and Seattle, Washington, hereinafter called the parties of the second part, witnesseth:

Preamble-Existing conditions and purpose.

That whereas, the parties of the first part together with their associates, and, are the organizers of a certain company now in the process of incorporation, known as the Wilkeson-Tripp Company, and as such they are the owners of those certain coal properties with the rights and privileges in connection therewith, located in Pierce county, in the State of Washington, more particularly described as follows: The east half (E. 1⁄2) of section fourteen (14) in township eighteen (18) north, range six (6) east. And whereas, when said company is organized it is the purpose and intent of the parties of the first part and their associates, to bond its properties for the sum of three hundred thousand dollars ($300,000.00). And whereas, the parties of the second part have undertaken to place and sell the bonds of said company for the compensation and upon the terms hereinafter mentioned.

Undertaking and compensation.

Now therefore, these presents witnesseth: That for and in consideration of the premises and the mutual benefits and compensations hereinafter referred to, the parties hereto hereby stipulate and agree in manner following:

Bonds-Description.

First. Said bonds are to be of the following denominations the entire issue to have an aggregate face value of three hundred thousand dollars ($300,000.00) as above stated. Amount to be sold-Time.

Second. The parties of the second part undertake to sell fifty thousand dollars ($50,000.00) worth of said bonds within sixty (60) days from the time the bonds are deposited with the trustees, under the mortgage securing the same and written notice of the time such deposit is to be given to the parties of the second part or to one of them. The remainder of said bonds are to be sold by parties of the second part within ninety (90) days after the expiration of said sixty (60) days.

Commission for sale.

Third. All of the bonds are to be sold at par and the parties of the second part are to receive ten per cent. commission for

their services in selling same, such commission for their services in selling same, such commission to cover and include all expenses and outlay of every kind incurred by the parties of the second part. In this connection, however, it is distinctly understood that the parties of the second part are to have the exclusive right and privilege to sell the entire issue of said company's bonds during the times above mentioned, but, should any sale be effected by other parties acting for or under direction of any of the above organizers, such party shall be allowed by the parties of the second part, five per cent. commission upon such sale.

Securing bonds.

Fourth. It is understood that the parties of the first part and their associates, shall proceed forthwith and perfect the organization of such company and take all proper steps in the way of drawing and recording the necessary mortgage, and the lithographing of bonds and stocks, and all the other matters for the purpose of effecting the thorough organization and legally securing said bonds.

Stock bonus.

Fifth. It is understood that the parties of the second part shall offer and deliver to every bond purchaser, a stock bonus of the equivalent to fifty per cent. of the par value of any bond or bonds, purchased by him, and that the parties of the first part and their associates are to protect the parties of the second part in so doing and see that such fifty per cent. bonus in the stock of the company is forthcoming and at the disposal of the parties of the second part for the purpose of making such delivery.

Capital stock as further compensation.

Sixth. The capital stock of said company is to be not less than six hundred thousand dollars ($600,000.00), it being the intent that after the payment of one hundred and fifty thousand dollars ($150,000.00) in stock bonus above shown, there shall be four hundred and fifty thousand dollars ($450,000.00) of the company's stock available, and that the balance of the $450,000.00 worth of stock at par, the parties of the second part shall be entitled to receive as further compensation for their services in effecting the sale of bonds, a payment in stock equivalent to five per cent. of said $450,000.00 provided the parties of the second part sell all of the aforesaid bond issue; in the event of their selling less than said issue, then the percentage of stock payable to them from said $450,000.00 worth, shall diminish in the ratio

and proportion that the amount of bonds which they do sell may bear to the entire issue.

In Witness Whereof, etc.

(Construed in Church v. Wilkeson Co., 58 Wash. 262, 108 Pac. 596, and also under same title in Funk & Co. v. Stevens, 55 Ore. 490, 109 Pac. 133.)

Form 3288.

Agreement to Sell First Mortgage Sinking Fund Gold Bonds Representations and Obligations of Seller Corporation.

Parties.

New York,

19

Dear Sirs:

The Toledo Scale Company (herein called the company) confirms its agreement with you to issue and sell to you $1,000,000.00 principal amount of its First Mortgage Fifteen Year Seven Per Cent. Sinking Fund Gold Bonds (herein called the bonds) at 90 and accrued interest as follows:

Terms of bonds and mortgage.

1. The terms and provisions of the bonds and of the mortgage securing the same are more fully described in Schedule "A" hereto attached.

Date of delivery-Meanwhile status of company.

2. Delivery of the bonds will be made to you at your office in the city of New York in permanent or temporary form against payment of the above purchase-price in New York funds. The date for such delivery shall be such day as you may select, but not earlier than ten days after the company has furnished you the documents specified in paragraph 7 (the reports of Messrs.

and of the independent engineers as hereafter provided), and not later than sixty days after the furnishing of such reports. You agree to give the company ten days prior notice of your selection of the date for delivery of the bonds. The company agrees that between the date of this contract and the date upon which you may take up and pay for the bonds no dividends will be declared or paid upon the common stock of the company and

that there will be no change in the position of the company except such as may occur in the ordinary conduct of its business.

Representations.

3. The company represents:

Corporate organization.

(a) That it has been duly and validly organized and is a corporation in good standing under the laws of the State of New Jersey;

Property owned.

(b) That it owns, free and clear of all liens and encumbrances of every sort the property described in Schedule "A" hereto attached and that it likewise owns, free and clear of all liens and encumbrances, the following stock which constitutes all of the capital stock of the company of Canada (herein called the Canadian Subsidiary);

Property of subsidiaries.

(c) That the Canadian Subsidiary has good and marketable title to its property, free and clear of any and all liens and encumbrances.

Value of property.

(d) That the fair appraised value of the mortgageable assets owned by the company (described in Schedule "-") is not less than $- and of the Canadian Subsidiary is not less than $- The company further represents that the appraisal of the American Appraisal Company (which is hereto attached as part of said Schedule) is correct and that the inventory of the company when checked by actual count will tally with the figures shown on said schedule.

Consolidated balance sheet.

4. There is attached, marked Schedule "-" a correct copy of the consolidated balance sheet of this company and the Canadian Subsidiary as of 19-, which correctly represented the position of this company and its Canadian Subsidiary as of that date, and this company further represents that since that date there. has been no change in the position of this company, except such as may have occurred in the ordinary conduct of its business, which has been conducted at a profit.

Earnings.

5. There are annexed hereto, marked Schedule "-" earnings statements of this company and its Canadian Subsidiary for