IN WITNESS WHEREOF the parties hereto have hereunto set their hands and seals the day and year first above written. (Signed). Managers, and the subscribers hereto, severally, of whom each is hereinafter termed a subscriber, and all of whom, together with the Managers, constitute the syndicate. (hereinafter called the corporation) which has been or is to be formed under the laws of the State of.... or some other State with the approval of the Managers with an authorized capital stock of $... ..consisting ..par value of ....... of $... .per cent. cumulative preferred stock (participating as to dividends, and preferred as to assets on liquidation to its par value and accrued dividends, and, in case of voluntary liquidation, with a premium of...... per cent. at which premium also said stock will be redeemable) and $.. . par value of common stock, divided into shares of $.. par value, and has issued or proposes presently to issue not to exceed $... of said preferred and $.. the latter to be deposited under a five years' voting trust agreement under which. of said common stock, and.... are to be the voting trustees, all and.. ....and..... ..from .which is on file with the Managers and copies of which have been sent to the subscribers. The parties hereto desire to form a syndicate on the terms and for the purposes hereinafter set forth. In consideration of the premises and of the mutual promises herein contained, the parties hereto agree, and the subscribers severally agree with one another and with the Managers, as follows, each subscriber and party agreeing for himself and not for any other subscriber or party: 1. The parties hereby form a syndicate for the purpose of purchasing from the Managers and associates (hereinafter called the vendors), if, as and when received by the vendors, $.. ..par value of said preferred stock and voting par value of said common trust certificates for $... stock at the price of $.. upon the preferred stock, for each $.. preferred stock and $.... with accrued dividends ..par value of par value of common stock, and for the other purposes herein expressed. Each subscriber shall indicate in his subscription hereto the principal amount in cash for which, together with the accrued dividends on a proportionate amount of the preferred stock, he is or shall be bound, and, to the extent of his subscription, each subscriber will make cash payment on call of the Managers for the purposes herein indicated, without reference to the receipt or possession by the Managers of any of the stock. The several subscribers shall be called on to make payments of cash in respect of their subscriptions only ratably according to the several amounts thereof; but, to the full extent of his own undertaking, each subscriber shall be so responsible regardless of performance or non-performance by any other subscriber. Each subscriber shall be liable only to the extent of his individual participation in the syndicate. Nothing contained in this agreement, or otherwise, shall constitute the subscribers partners with, or agents for, one another or with or for the Managers. 2. The Managers shall have the sole direction and management and the entire conduct of the transactions and business of the syndicate. The subscribers irrevocably grant to the Managers full power and authority, for account of the syndicate, to do any and all acts and to enter into and execute any and all agreements or other instruments necessary, proper, or expedient in the premises to carry out and perform this agreement according to its true intent and meaning, including the purchase from the vendors at the price and upon the terms aforesaid of said stocks, the purchase or repurchase of stock of said issues in the market or from others, from time to time, for account of the syndicate, and the public or private sale or resale from time to time, in the discretion of the Managers, of any or all stocks acquired for syndicate account, and generally the conduct of such transactions as the Managers in their discretion may deem best for the interests of the syndicate, provided, however, that the Managers shall not have the right to sell said $........of preferred and $........of common stock, or any part thereof, at less than... .per cent. of the par value thereof and accrued dividends for preferred stock and. 1. . . . . . . per cent. of the par value thereof for common stock. For the purpose of paying for any of the stocks the Managers may in their discretion borrow such amounts from time to time, at such rates of interest and on such terms as they may deem best, and pledge any of the syndicate stocks as security for any such advances; or the Managers may themselves make such advances or any part thereof upon the like pledge and security, and may charge interest on such advances; but no personal liability, except in respect of such calls, either to the Managers or to any one making such advances, shall be incurred by or imposed upon the subscribers for the payment of any such advances. The subscribers irrevocably grant to the Managers full power and authority, for account of the syndicate, to employ, and fix the compensation of, depositaries, brokers, attorneys, counsel, agents and other assistants; and plenary discretionary right is expressly given to the Managers from time to time to consent to any modifications of and to settle the form and terms of the certificate of incorporation of the corporation and the certificates of said stocks (whether in respect to the provisions for the benefit or protection of the holders of said stock, respectively or otherwise), the voting trust agreement, the name of the corporation and the State of incorporation, and any contract under which the corporation shall acquire the stocks of other companies, and notwithstanding the terms of said letter in respect to any or all said matters. The term "stocks" or "preferred stocks" whenever used in this agreement shall be deemed to include interim or temporary certificates therefor, and the term "stocks" or "common stock" wherever used in this agreement shall be deemed to include voting trust certificates for common stocks and interim or temporary certificates therefor. The Managers may, in their discretion, rectify any errors, reconcile any inconsistencies and supply any omissions in this agreement. The enumeration of particular or specific powers in this agreement shall not be construed to limit the general powers and discretion intended to be conferred upon and reserved to the Managers in order fully to authorize them to do any and all things by them, in their discretion, deemed proper, necessary, or expedient to carry out the purposes of this agreement. The Managers shall be under no responsibility for the performance by the corporation, or by any persons from whom the vendors may have arranged to procure the stocks, of any agreement on its or their part, nor in respect of the validity or form of any such agreement, nor in respect of their validity or form of the certificate of incorporation of the corporation, or said stock or the certificates therefor, or the voting trust certificates for common stock, or the voting trust agreement, or any contract above mentioned; and neither of the firms constituting the Managers shall be liable under any of the provisions of this agreement, nor in or for any matter or thing connected therewith, except for its own want of good faith or wilful negligence as such firm; and no obligation not expressly assumed by them by this agreement shall be implied herefrom. 3. For all payments made hereunder each subscriber shall receive stocks or a receipt or certificate signed by the Managers, or on their behalf by one of the firms constituting the Managers, in such form as the Managers may determine. Any receipts or certificates issued by the Managers, and all rights and obligations hereunder of the respective subscribers, may, in the discretion of the Managers, be made transferable in such manner and on such terms and conditions as the Managers may prescribe; but no transfer shall be valid unless assented to in writing by the Managers, and they shall be under no obligation to give such assent; and, though such assent be given, unless otherwise therein expressly provided, the transferrer shall continue liable for the payment of any unpaid part of the transferred subscription and for the payment of any advances made by the Managers upon or in respect of the transferred subscription, with interest upon such advances as aforesaid, until the same shall be fully paid. The acceptance of any participation in the syndicate allotted by the Managers or holding of a receipt or certificate issued as aforesaid shall render those to whom the Managers shall grant such allotment, or in whose names they shall issue such receipt or certificate, liable as subscribers hereunder as fully to all intents and purposes as if they had duly signed this agreement. No subscriber shall be entitled to receive any of the stocks or the proceeds thereof until the termination of the syndicate. In the meantime, in their discretion, the Managers may retain all or any of such stocks or proceeds or may deliver or pay to any subscriber his proportionate part thereof. Stocks so delivered to the subscribers shall, until the termination of the syndicate, be held by the subscribers, subject to the control of the Managers, to be returned to them upon demand, or upon their order, for sale for syndicate account. 4. Each subscriber hereby ratifies, assents to, and agrees to be bound by any action of the Managers taken under this agreement, and agrees promptly to perform his undertakings hereunder. The failure of any subscriber to perform any of his undertakings hereunder shall not affect or release any other subscriber. The Managers may, in their discretion, at any time and either before or after partial payment, by written consent, release any subscriber from the whole or any part of the subscription of such subscriber, and may accept new subscribers in place of any subscribers so released. In case the Managers, or either of them, shall become subscribers hereto they may at any time, and either before or after partial payment, reduce their own obligations as such subscribers and accept new subscribers for the portion of their own obligations thereby released. In case of the failure of any subscriber to perform any of his undertakings hereunder, the managers may take or may allow other persons, firms, or corporations, members of the syndicate or otherwise, to take all or any part of the participation of the subscriber so failing to perform his undertakings. Upon the failure of any subscriber to perform any of his undertakings hereunder, the Managers shall have the right, at their option and in their discretion, to exclude such subscriber from all existing and all further interest and participation in the syndicate, and thereupon all interest and right of |