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,

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, aggregating in all not less to the capital stock of the said corporation.

than $
The said

on his part, in consideration of the foregoing, promises to use his best endeavors to obtain such amount of subscriptions, and his best efforts to perfect the organization of the said corporation. Witness our hands and seals this

day of

Form 2.

, 190

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), herein 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 capital stock of dollars, represented by

shares, each of the par value of one hundred dollars, and which capital stock shall consist of dollars, evidenced by per cent. cumulative stock (preferred) and

by

shares of common stock; and

shares of dollars, evidenced

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

preferred stock, full paid up and non-assessable, and

dollars of said

dollars of said common stock, full paid up 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 (herein called the Bank) of the City of of

State

; and which Bank shall be and is hereby given the right to inforce 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 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, according 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 this 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.

The undersigned hereby agree in consideration of one dollar and other good and valuable considerations to sell to

or

his assigns, as a going concern, the business carried on by the undersigned, including the property, machinery, materials, supplies used in connection with the business, and also the good-will, trade-rights, trademarks, brands, patents, inventions, formulæ, recipes, trade-names and patterns owned or controlled by the undersigned, excepting only money in bank and bills and accounts receivable, which are to be and remain the property of the undersigned. All said property to be at the time of such sale free and clear of all liens, charges, encumbrances, taxes and assessments. The consideration for the said sale to be $

to inventory value of stock on hand at the time of transfer. This option shall expire on the 1st day of

in addition

190, unless

the said or his assigns, shall before that time give notice in writing of his acceptance thereof, in which case the transaction is to be completed and the property delivered within four months thereafter, or earlier at the option of

It is understood and agreed that in accepting this option

unless

assumes no responsibility or liability to purchase the said property or his assigns, shall elect so to do by written notice,

and that in case of assignment, this instrument and all of its parts and provisions shall inure to the benefit and run in favor of and be obligatory upon such transferee, and shall be free from liability therein and thereunder to the same purport and effect as though such transferee had originally been made the purchaser herein.

referred to as the Vendor), and the stockholders thereof (hereinafter referred to as the Stockholders), by whom and on whose behalf this instrument shall be signed, of the one part, and

(hereinafter referred to as the Purchasers), their nominees or assigns, of the other part, the said Company being organized under the laws of the State of with a capital stock outstanding of $ shares of $

each.

divided into

WHEREAS the Purchasers propose to form a corporation under the laws of the State of New Jersey (or other suitable State), to be called The Company (or other suitable name)

(and hereinafter referred to as the

Company), with a capital stock of about

(

million dollars ), divided into shares of one hundred dollars ($100) each, of which part shall be seven per cent. (7%) cumulative preferred shares (preferential as to capital as well as to dividend), and part common shares. The exact amount of such capital stock, more or less than

millions, and the proportions of said preferred and common shares into which the same shall be divided shall be as approved by one or more responsible bankers in the City of New York as sufficient for the acquisition of the businesses taken over by said Company, and for the satisfaction of expenses and commissions connected therewith and with the formation and establishment of said

Company, and for providing the

Company with such working capital in cash or such reserve of treasury stock as may also be so approved. No preferred stock shall be issued except in payment for

plants, and

for cash (necessary for working capital as aforesaid) to an amount equiv lent to the preferred stock issued therefor.

THIS AGREEMENT WITNESSETH, that for and in consideration of one dollar in hand paid by the Purchasers

FIRST.-The Vendor hereby sells to the Purchasers the sole option until the 1st day of

, 19

of purchasing for the sum of

dollars the entire good-will, plants, patents,