such defaulting subscriber or his transferees shall cease and determine and the managers shall have the right in their discretion either to forfeit as liquidated damages and payments such subscriber may have theretofore made hereunder or to hold such a subscriber liable for the balance of his subscription and to enforce such subscription and to recover from such subscriber all damages caused to the syndicate by the failure of such subscriber to perform. No liability or obligation whatever shall attach to the managers or any other subscriber because of the failure of any subscriber to perform any of his undertakings hereunder.

5. Upon the complete performance of all his undertakings and the termination of the syndicate each subscriber shall be entitled to receive his ratable portion of the syndicate stocks or of the proceeds of so much thereof as may have been sold by the Managers, less his pro rata share of the syndicate expenses. The net profits of the syndicate shall be divided among the subscribers in proportion to their respective subscriptions, and the lossess of the syndicate shall be borne by the subscribers in the like proportion. Apportionment and distribution by the Managers of profits or losses, outlays, charges, and expenses shall be conclusive on the syndicate and the subscribers, as shall be the written statement of the Managers of the results of the syndicate. The Managers may be subscribers to the syndicate and, to the extent of such subscriptions, are to participate in the profits and lossess of the syndicate pro rata to the same extent as other subscribers. The Managers may purchase, or be interested in the purchase of, any of the stocks forming the subject of this agreement and may deal with the syndicate in the same manner as other persons. The Managers may purchase, sell, or otherwise dispose of, or be interested in the purchase, sale, or other disposition of, any stocks or other securities of the corporation or its subsidiary companies without restriction and without responsibility therefor to the syndicate. The expenses heretofore or hereafter incurred by the Managers and vendors in or about the incorporation of the corporation, its acquisition of the stocks of subsidiary companies, the investigation of their properties, titles, and business, or otherwise, including fees of counsel, appraisers, and accountants,

stamp taxes, printing, brokerages, and commissions, shall be charged to, and paid by, the syndicate. The managers shall make no charge to the syndicate for their services as managers, but they and the other vendors shall be entitled to retain for their own benefit the difference in common stock and cash between the price paid by the vendors.

6. The syndicate shall continue until... ... . ., notwithstanding the prior sale by the Managers of all or any of the syndicate stocks, unless sooner terminated by the managers in their discretion. The Managers shall have the absolute right to terminate the syndicate if the corporation, or any persons from whom the vendors may have arranged to procure the stocks, shall be unable or fail to carry out, or shall be prevented from carrying out, the sale of the stocks, to the vendors, or, if in the judgment and discretion of the Managers, the interests of the syndicate require its termination prior to the time in this agreement limited therefor, and whether or not the objects contemplated by this agreement shall have been wholly or partially performed.

7. Nothing contained in this agreement shall be construed as creating any trust or obligation in favor of any person or corporation other than the parties hereto nor any obligation in their favor otherwise than as is herein expressly provided. This agreement shall extend to and bind the successors and personal representatives of the respective parties.

8. Books shall be kept by the Managers, in the City of in which books shall be recorded the addresses of such of the subscribers as shall furnish the same. Any notice to or call upon subscribers, or any of them under this agreement, shall be deemed to have been duly given and made by the Managers if mailed to subscribers directed to the addresses so furnished by them. The Managers shall be under no obligation to ascertain the address of any subscriber to whom notices or calls shall have been so directed, nor to see to the actual receipt thereof by subscribers, nor to ascertain the addresses of or give notice to any subscriber who shall not have so furnished his address. All notices and calls shall be signed by the Managers jointly, or by one of the firms constituting the Managers, with the approval of the other, on behalf of both.

9. Each of the firms constituting the Managers acts as a copartnership and in case of any change in either of said firms, such firm or its successor firm, as from time to time constituted, shall continue with all the powers, rights, and title vested in such firm hereunder without further act or assignment.

10. Duplicate originals of this agreement shall be signed by both of the firms constituting the Managers and one retained by each. Counterparts may be signed by subscribers and retained by the Managers, and all shall be taken and deemed one original instrument.

· 11. In consideration of the irrevocable rights in them vested hereunder and the promises of the several subscribers, and upon the terms and conditions herein contained, the Managers have become parties to, and in good faith will endeavor to consummate the purposes of, this agreement.

12. This agreement is entered into under and shall be construed in accordance with the laws of the State of.....

Stockholders' Committee-Deposit Agreement

AGREEMENT, made

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between..

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and their successors (hereinafter called the "Committee "), and such holders of the shares of the ..... stock of ration (hereinafter called the "Company") as shall become parties hereto in the manner hereinafter provided (hereinafter called the "Depositors "), WITNESSETH, that

WHEREAS, Receivers have been appointed for the property of the said Company and the Depositors deem it necessary that they should unite and act together for the protection of their interests and for the purposes hereinafter stated;

Now, THEREFORE, in consideration of the premises and of the advantages and benefits which will accrue to them respectively from a union of interests and combination of action to protect and enforce their rights, and in consideration of other good causes and considerations, the Depositors, each for himself and not the one for the other or any of the others, agree with each other and with the Committee and its successors as follows:

1. The depositors hereby make, constitute and appoint . and their respective suc

cessors, selected as hereinafter provided, as the Committee (hereinafter referred to as the "Committee "), with each and every and all the rights, privileges and powers given to and vested in the Committee by this Agreement.

2. Holders of shares of the stock of the Company may become parties to this Agreement by depositing under the terms hereof within such period as the Committee may limit for that purpose with the which is hereby designated as Depositary, certificates for their shares of stock duly endorsed in blank, and having affixed thereto the necessary stamps covering taxes for the transfer thereof; and such deposit and the acceptance of the Certificate of Deposit issued therefor shall have the same force and effect as if the Depositors had in fact subscribed their names to this Agreement; and the Depositors agree that the deposit of said certificates of stock assigns and vests in the Committee full and absolute title to the shares represented thereby and deposited hereunder, and the Depositors further agree at any time upon the request of the Committee to make, execute and deliver any and all transfers, assignments or writings required by the Committee to evidence further the vesting of the ownership of the said shares of stock deposited hereunder in the Committee or its nominee or nominees.

3. The Committee may limit or extend the time within which, and fix the terms and conditions under which, a deposit may be made under this Agreement in respect to deposits received after such limit shall have expired, and either generally, or in special instances, may in its discretion accept deposits after the time limit has expired and shall have full power to decide upon the plans and methods to be adopted to carry into effect the general purposes of this Agreement.

4. For the deposit of certificates of stock the Depositary will issue Certificates of Deposit therefor in form approved by the Committee, and thereafter no separate action will be taken by the Depositors or any of them with respect to the shares of stock represented by the certificates so deposited. All certificates of Deposit shall bear on their face the name

of the registered holder thereof and shall be subject to the terms of this Agreement, and holders of such Certificates of Deposit shall be held as assenting to this Agreement as if they had severally subscribed to, executed and delivered the same. The Certificates of Deposit issued hereunder shall be transferable only upon the books of the depositary or sub-depositary, and upon such transfer all rights of the Depositor in respect of the shares of stock represented by such Certificates of Deposit shall pass to the transferee, who shall be substituted in place of the prior holder subject to this Agreement. All transferees of such Certificates of Deposit, and all persons having any interest therein at any time, whether by voluntary assignment or by operation of law, as well as the original holders of Certificates of Deposit hereunder, shall be deemed included within the term "Depositors" when used herein, and shall be bound by all the terms hereof and shall be considered as parties hereto. Each of said Certificates of Deposit may be treated by the Committee and the Depositary as a negotiable instrument, and the holder for the time being may be considered and treated as the absolute owner thereof and of all of the rights of the original Depositor of every character, and by any notice to the contrary.

The Committee may in its discretion at any time and from time to time cause the transfer books for the Certificates of Deposit to be closed for such period or periods as the Committee may deem expedient and may treat the registered holders of such Certificates of Deposit at the time of the closing of said books as the actual owners thereof.

5. The Depositary shall hold the stock deposited with it for the account and subject to the control and written order of the Committee, authenticated by the Secretary of the Committee, who are hereby given the right to transfer or cause to be transferred all or any part of the shares of stock deposited hereunder into its name or into the name or names of its nominee or nominees.

6. The Depositors, in addition to vesting in the Committee full and absolute title to all shares of stock deposited under this Agreement, hereby further constitute and appoint the said Committee their attorneys in fact, and hereby authorize