upon and prescribe the terms and conditions of such consolidation, and the mode of carrying the same into effect, which said terms, conditions and mode of carrying the same into effect are as follows: 1. The name of the corporation hereby formed by such consolidation shall be Doe-Roe Company, Inc.

2. The number of directors who shall manage its affairs shall be nine (9).

3. The names and post-office addresses of the directors of such corporation for the first year are, as follows:

4. The term of existence of the new corporation shall be fifty (50) years.

5. The operations of the new corporation shall be carried on in all of the counties of the State of New York, and in all of the cities, towns and villages in the State of New York.

6. Its principal place of business shall be situated in the County of New York, Borough of Manhattan, City and State of New York. 7. The amount of the capital stock of the new corporation hereby formed, which is not, and is hereby declared not to be, larger in amount than the fair aggregate value of the property, franchises and rights of the said corporations so consolidated, shall be six million ($6,000,000) dollars.

8. That such capital stock shall be divided into sixty thousand (60,000) shares, each of the par value of one hundred ($100) dollars.

9. That shares of capital stock of the new corporation hereby formed shall be distributed, as follows:

(a) Each stockholder of the First Party shall surrender and return his certificates of stock of said corporation to the new corporation hereby formed, and, upon the presentation and surrender of such certificates of stock, and not otherwise, each stockholder shall be entitled to receive four (4) shares of the capital stock of

the new corporation hereby formed for each share of capital stock of the First Party so presented and surrendered.

(b) Each stockholder of the Second Party shall surrender and return his certificates of stock of said corporation to the new corporation hereby formed, and, upon the presentation and surrender of such certificates of stock, and not otherwise, each stockholder shall be entitled to receive six-tenths (6/10) of one share of the capital stock of the new corporation hereby formed, for each share of the preferred stock of the Second Party so presented and surrendered, and three and one-half (32) shares of the capital stock of the new corporation hereby formed, for each share of common stock of the Second Party so presented and surrendered.

10. Both of the parties hereto were organized for the purpose of carrying on any part of their respective businesses in any place without the State of New York; and it is the purpose of the new corporation hereby formed, if it shall be deemed advisable, to carry on any part of its business outside of the State of New York.

11. The purposes for which the said new corporation is formed, as herein provided, shall be the same as are set forth in each, and both, of the above mentioned certificates of incorporation of the First Party and of the Second Party, it being the intention of the new corporation to carry on, as a single corporation, the businesses heretofore conducted by the parties hereto.

IN WITNESS WHEREOF, the parties hereto have caused this instrument to be executed in their respective corporate names, by their respective officers, and by a majority of their respective boards of directors, thereunto duly authorized, and their respective corporate seals to be affixed, attested by their respective secretaries, the day and year first above written.

Directors of Doe & Company, Inc. Directors of Richard Roe, Inc.

No. 87.

Bill of sale of match business, trade-marks, etc., with covenant by seller not to engage in same business.2

23

KNOW ALL MEN, that I, John Doe, residing at No. 112 Broadway, Borough of Manhattan, New York City (herein called the "Seller"), in consideration of one ($1) dollar paid by Richard Roe, Inc., a corporation, duly organized under the laws of the State of New York, and having its principal office at No. 371⁄2 Broadway, Borough of Manhattan, New York City (herein called the "Buyer"), hereby sell to the Buyer:

(a) All and singular the goods and chattels, property and effects, mentioned in the schedule hereto annexed and marked with the letter "A";

(b) The whole of the good-will of the match business, heretofore carried on by me, the said Seller, at No. 572 Broadway, Borough of Manhattan, New York City.

(c) The sole right to the use of the name, trade-marks and labels adopted and used by me, the said Seller, in manufacturing and exposing and offering for sale, and in selling, matches;

(d) My interest and rights in and to the use of the label known as the "Doe label"; and

(e) My right to manufacture the "Doe match."

And I, the said Seller, hereby covenant that I shall not, and will not, at any time, or times, within ninety-nine years from the date hereof, directly or indirectly, engage in the manufacture, or sale, of friction matches (excepting in the capacity of agent or employee of the Buyer), within the United States, or the territories thereof, or within the District of Columbia; and, for the true and faithful performance of said covenant, I, the said Seller, hereby bind myself, my heirs, executors and administrators, unto the said Buyer, in the sum of fifteen thousand ($15,000) dollars, to be recovered and paid as and for liquidated damages.

IN WITNESS WHEREOF, I have hereunto set my hand and seal, this 5th day of January, 1923.

In the presence of

John Jones.

John Doe (L.S.).

[Annex Schedule of Property Sold.]

23 Adapted from Diamond Match Co. v. Roeber (1887), 106 N. Y. 473, 13 N. E. 419.

SECTION 6.—AGREEMENTS RELATING TO THE PURCHASE

OF STOCK.

(A). Agreements Made Before Incorporation.

No. 88.

Conditional agreement made prior to incorporation to subscribe to stock of new corporation to be formed under a plan adopted and deposited with trust company, which is appointed agent of syndicate managers to receive moneys, etc.24

We, the undersigned, each for himself, and not for the others, for value received, each subscriber entering into this contract of subscription, in consideration, among other things, of the subscription of the other parties hereto, hereby severally agree, pursuant to the plan for the organization and financing of the Doe Company, signed by John Doe and others, and deposited with the Roe Trust & Savings Bank of New York City (which plan is hereinafter referred to as the "Plan"), to pay, respectively, to the Roe Trust & Savings Bank of New York City (hereinafter referred to as the "Depositary"), as agent for the persons signing said Plan (which persons are hereinafter referred to as the "Syndicate Managers") the sum of money set opposite our respective names signed hereto, upon demand, in installments as hereinafter stated, and, in consideration thereof, each of the undersigned shall receive from said Syndicate Managers, upon payment of the last installment, for each one thousand ($1,000) dollars paid hereunder, one thousand ($1,000) dollars par value of the preferred stock and three hundred ($300) dollars par value of the common stock of the corporation to be organized pursuant to said Plan; provided, however, that this subscription is made subject to the following conditions:

1. That this subscription shall become absolute only:

(a) When the said corporation shall have been fully organized, pursuant to said Plan, and the contract, which is mentioned in said Plan, shall have been entered into by the said corporation and the parties to said Plan, in accordance with the terms of said Plan; and

(b) When subscriptions shall have been entered into of the tenor and effect of this subscription for the payment to said Depositary 24 Adapted from Corn Products Refining Co. v. U. S. (1919), 249 U. S. 621, 39 Sup. Ct. Rep. 291, 63 Law ed. 805.

of the total aggregate amount of one million, five hundred thousand ($1,500,000) dollars, and involving the delivery to the subscribers. in all of one million, five hundred thousand ($1,500,000) dollars par value of preferred stock and four hundred and fifty thousand ($450,000) dollars par value of common stock of said corporation. 2. That this subscription is made upon the following terms and agreements, to wit:

(a) That twenty-five (25%) per cent of each subscription hereunder shall be payable upon demand of the said Syndicate Managers, which demand, however, shall not be made, until the expiration of ten (10) days after this subscription shall have become absolute, as herein before provided.

(b) That the balance due on each subscription shall be paid in three equal installments, upon demand of the said Syndicate Managers; but that no demand shall be made for any installment, until the expiration of at least sixty (60) days after the demand for the payment of the preceding instalment.

(c) That, in the event that any subscriber shall fail to make payment promptly, upon demand, in accordance with the terms hereof, the Syndicate Managers, at their option, may proceed to collect installments on each subscription as they shall fall due, or may declare this contract terminated as to such defaulting subscriber, whereupon the Depositary shall pay to the Syndicate Managers, or to any one of them, the amount of all installments theretofore paid by such defaulting subscriber as agreed and liquidated damages for such failure.

(d) That the Depositary, to the extent that it shall receive the subscriptions hereby made, shall (except as above provided) pay the full amount so collected to the corporation to be organized, pursuant to said Plan, upon the order of the said Syndicate Managers, or any one of them.

(e) That the preferred and common stock to be delivered to the subscribers hereunder shall be of the character specified, and shall contain the provisions set forth, in said Plan.

(f) That the Syndicate Managers, upon the completion of said subscription in full, as herein provided, shall notify each subscriber of such fact, at his last known post-office address; and the completion of each subscription and the mailing of such notice to such address shall make this obligation obligatory upon all the parties to this subscription.