FORMS AND PRECEDENTS

BEFORE ORGANIZATION.

Form 1.

SUBSCRIPTION AGREEMENT BEFORE ORGANIZATION.

WHEREAS the organization is contemplated of a corporation under an act of the Legislature of the State of New Jersey, entitled "An Act Concerning Corporations (Revision of 1896)," to be known as the

or by such other name as may be selected, with a

capital stock of not less than $

for the purpose of

and it is desired by the undersigned to become a shareholder in the said corporation:

Now, THEREFORE,

the undersigned, does

hereby promise and agree to and with [insert name of promoter or person organizing the corporation], of in consideration of the promises of the said hereinafter stated, that he will pay to the said or to any person or corporation to whom he may assign this agreement, on demand, the sum of dollars, being the subscription price of shares of the capital

stock of the said corporation, or such part thereof as may be called for. The stock thus paid for to be delivered at the earliest possible moment after the organization of the company, and meanwhile proper receipts or scrip to be issued to the undersigned.

This agreement is conditioned upon the procuring by the said of other bona fide subscriptions, to the capital stock of the said corporation, aggregating in all not less than $

Form 2.

UNDERWRITERS' AGREEMENT.

WHEREAS a certain Syndicate proposes to organize, under the laws of the State of New Jersey, a corporation, to be known as the

Company (or some other name satisfactory to such Syndicate), hereinafter called the corporation, the object of which corporation shall be, among other things, to manufacture, buy and sell and kindred products, which corporation shall have a

dollars, represented by

capital stock of shares, each of the par value of one hundred dollars, and which capital stock shall consist of dollars, evidenced by shares of

stock; and

per cent. cumulative stock (preferred) and dollars, evidenced by shares of common

WHEREAS such Syndicate proposes that there shall, by proper instruments of transfer and conveyance, be sold, transferred and assigned to the corporation the real estate, now being used for manufacturing and the buildings, appurtenances, easements, plants, machinery, fixtures, utensils, good-will, trade-rights and trade-marks now owned by the

and the Syndicate further proposes that there shall be furnished to the corporation, at the time of such sale and transfer to it,

dollars for working capital; for all of which the Syndicate shall receive from and be paid by the corporation dollars of said preferred stock full paid and non-assessable, and

dollars of said common stock, full paid and nonassessable; it being the intention that dollars of said preferred stock, and dollars of said common stock shall remain in the treasury of the corporation for further working capital and to acquire additional properties; and the Syndicate shall have the right to furnish additional plants, other than those above named, to the extent of dollars, at the purchase price

thereof to the Syndicate, or shall have the right to furnish cash to the extent of dollars on the same basis as subscribers to

this agreement; and

WHEREAS the Syndicate shall be represented in the carrying out and enforcement of this contract by the

Bank (hereinafter called the Bank) of the City of of

State

; and which Bank shall be and is hereby given the right to enforce compliance with this agreement by the parties hereto; and

WHEREAS it is deemed desirable and as an aid to the organization of the corporation that said preferred stock shall be underwritten and guaranteed upon the terms and conditions herein contained; and

WHEREAS the undersigned desire, upon the terms and conditions

herein contained, each for himself, severally, and not jointly, to underwrite and guarantee the purchase of said preferred stock;

NOW, THEREFORE, it is hereby agreed by and between the undersigned, severally, of the one part, and the Bank of the other part, as follows:

(1) The undersigned, each for himself, severally and not jointly and not for the others, do hereby agree to and do subscribe for and hereby agree to purchase so much of said preferred stock, at the par value thereof, as is set opposite their respective names, upon the terms and conditions herein contained, and hereby agree to pay the Bank the several amounts respectively set opposite their respective names, in cash, within ten days, as and when payment thereof shall be called for by the Bank, time to begin running from the date that the call for such payment is mailed by the Bank. On all payments which are made to the Bank hereunder, the Bank shall issue and deliver its negotiable receipts, which receipts shall be exchanged by the Bank for the stock of said corporation when issued, in accordance with this agreement.

(2) With each share of said preferred stock, so subscribed for and agreed to be purchased and paid for by the undersigned, respectively, the undersigned respectively shall receive one full paid share of said common stock.

(3) Any person who is a stockholder in any of the aforementioned companies, the purchase of whose plants or properties is so contemplated by the corporation, and who shall become a party to this agreement, may apply in payment of the stock so subscribed for by him so much of the purchase-price to be paid to his respective company for the sale by such respective company of the property named in the preamble hereof as may be authorized by such company, such authorization and application of such payment, in manner aforesaid, shall be equivalent to the cash payment as specified in paragraph “(1)” hereof.

(4) Notwithstanding said preferred stock so to be paid to said Syndicate as aforesaid is limited to a total of

dollars, the same may be underwritten and the purchase thereof guaranteed to an extent in an excess of

dollars, and in event of such excess, all the amounts subscribed and hereby guaranteed by the undersigned and the benefits accruing hereunder shall be proportionately abated and reduced. In no event, however, shall the total preferred stock of the corporation exceed

dollars. The syndicate is hereby vested with the exclusive power of determining to what extent such excess of underwriting and guaranteeing of said preferred stock shall be permitted.

(5) This agreement shall not become obligatory upon any of the parties hereto until said preferred stock to the amount of

dollars is underwritten and subscribed for, accord

ing to the terms and provisions hereof in which event this agreement

shall be and become binding, operative and effective, and notice of the fact that his agreement has become so binding, operative and effective shall be mailed by the Bank to the undersigned.

(6) The right and power to enforce this agreement when the same has become binding, operative and effective, is hereby vested exclusively in the Bank, which alone shall have the right to enforce payment of the obligations assumed by the parties hereto.

(7) If any of the undersigned shall fail to complete their respective payments when called upon by the Bank as herein provided, it shall be optional with the Bank to proceed to collect said amount remaining due, or to forfeit all payments thereof made hereunder by the party or parties in default, as fixed, specified and liquidated damages and deprive the parties so in default of the right of any participation whatever in this agreement or in the benefits to be derived therefrom.

(8) In case, for any reason whatever, before or after this agreement has become binding, operative and effective, the Syndicate shall determine to abandon said project and the organization of the corporation and shall so declare to the Bank, then this agreement, in all its parts, including the obligation to deliver said preferred stock or any of said common stock, shall be and become forthwith inoperative.

(9) Separate copies of this agreement may be executed with the same force and effect as if all the signatures to said separate copies were appended to one original agreement, and it is hereby expressly understood and agreed that the Syndicate shall have and is hereby given the exclusive right at its option at any time before any call is made hereunder, to substitute for the Bank any bank or trust company of New York City satisfactory to such Syndicate, and in case of such substitution, notice thereof shall be given to the undersigned and such substitution shall have the same force and effect as though such bank or trust company had been originally mentioned and designated in this agreement in lieu or place of the Bank herein specified, and in that event all the obligations of the undersigned created by this agreement shall inure, run to and be in favor of the bank or trust company so substituted.

A corporation to be organized under the laws of the State of New Jersey, either by that or some similar name, proposes to acquire

the plants and equipment, of the following concerns or their capital stocks free from any liens:

(Insert names of concerns to be taken over.)

For

UNDERWRITING AGREEMENT.

Fund Gold Bonds, due

Series A, First Mortgage Five Per Cent. Sinking , part of an authorized issue of bonds of $1,000 each, $ being withdrawn from public issue for disposal under the vendors' and subscribers' contracts, and $ being reserved in the treasury of the company. Additional bonds may be issued only for the purpose of acquiring additional plants and equipment and for improvements and betterments, upon such terms and conditions as shall be approved by the holders of a majority of the bonds under the present issue outstanding at the time of such approval.

We, the undersigned, agree, each for himself, with The Company (hereinafter called the "Trust Company'), for itself and for the Company (hereinafter called the "Company"), and to and with each other, to subscribe to, receive and pay for the amount of Five Per Cent. First Mortgage Sinking Fund Gold Bonds of the company of one thousand dollars each, set opposite our respective signatures hereto, at the price of $900 for each bond, 25 per cent. to be paid upon allotment and the balance upon the demand of the Trust Company.

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: (1) That this agreement shall not be binding upon the under signed unless the entire amount of $ of bonds shall have

been underwritten.

(2) That within such reasonable time as shall be fixed by the Trust Company the said $ of bonds (less any amount withdrawn by the underwriters as hereinafter set forth), will be offered to the public, through such banker or bankers or brokers as shall be designated by the company, for subscription at not less than 95 per cent.

(3) With the consent of the Trust Company, any other concern may be included in this combination, or others substituted therefor, provided the working efficiency or value are not lessened or impaired.

(4) That, if the amount of bonds subscribed and paid for upon such public issue shall be at least equal to the amount of bonds so offered to the public, then all liability under this agreement shall

cease.

(5) That, in case the amount of bonds subscribed for upon such public offering shall be less than the total amount of bonds so offered to the public, or in case the bonds subscribed for upon such public