pany, fifty (50%) per cent thereof in preferred stock of the Corporation.

(b) For every said common share of the Manufacturing Company, twenty-five (25%) per cent thereof in common stock of the Corporation.

(c) For every said preferred share of the Kentucky Company, eighty-five (85%) per cent thereof in the preferred stock, and fifteen (15%) per cent thereof in the common stock, of the Corporation.

(d) For every said common share of the Kentucky Company, seventy (70%) per cent thereof in common stock of the Corporation.

(e) For every said preferred share of the Standard Company, Eighty-five (85%) per cent thereof in preferred stock, and fifteen (15%) per cent thereof in common stock of the Corporation.

(f) For every said common share of the Standard Company, sixty (60%) per cent thereof in common stock of the Corporation. (g) For every said share of first-preferred stock of the Distributing Company, eighty (80%) per cent thereof in preferred stock and twenty (20%) per cent thereof in common stock of the Corporation.

(h) For every said share of second-preferred stock of the Distributing Company, twenty-five (25%) per cent thereof in preferred stock and twenty (20%) per cent thereof in common stock of the Corporation.

III. (a) This agreement shall not become binding, operative and effective, unless there shall have been deposited hereunder with the Trust Company, or under similar agreements, certificates representing a majority of the entire issue of the capital stock of the Manufacturing Company, of the Kentucky Company, of the Standard Company, and of each of them, and of the preferred stockof the Distributing Company. The Trust Company may, in its discretion, in lieu of the actual deposit with it of certificates for shares, accept an agreement in writing to make such deposit, upon five days' notice from the Trust Company so to do; and the deposit, when made, shall be deemed to have been made within the time limited or extended as herein provided. In computing a majority of stock to render this agreement operative, there shall be included any and all shares as to which obligations to deposit the same shall be accepted by the Trust Company.

(b) The deposit of shares hereunder with the Trust Company shall have the same force and effect as though the one making such deposit signed this instrument.

IV. When this agreement has become binding, operative and effective, the Trust Company shall deliver to the Jones Trust Company all of the stock deposited hereunder, upon the Trust Company receiving from the Jones Trust Company shares of stock of the Corporation adequate and sufficient to pay the said purchase price so deposited hereunder.

V. June 30, 1923, is hereby designated as the date of the expiration of the time for the deposit of the shares hereunder, but such time may be extended, for not exceeding thirty days thereafter, by agreement between the Organizers, the Trust Company and the Jones Trust Company; and, in case the Jones Trust Company shall not within thirty days after said June 30, 1923, or after the expiration of any extended time, notify the Trust Company that the Organizers are ready to complete the purchase of the shares so deposited hereunder, the shares deposited hereunder shall be returned by the Trust Company, without charge to the depositor of the same respectively, or to the holder of said receipts, upon the surrender to the Trust Company of said receipts duly endorsed.

VI. For the purpose of convenience, copies of this instrument may be signed, and, when so signed, all of such copies shall be considered as originals, and the signatures thereto shall be considered the same as though appended to one copy thereof.

IN WITNESS WHEREOF, the parties hereto have hereunto set their hands and seals, the day and year first above written.

No. 90.

Agreement of underwriting, whereunder subscribers agree to purchase stock in a corporation to be formed."

26

THIS AGREEMENT, made as of January 5, 1923, by the Doe Trust Co., a corporation, duly organized under the laws of the State of New Jersey, and having its principal place of business at No. 111⁄2 Broad Street, Newark, New Jersey (herein called the "Bank"), and such other parties as may execute this agreement (herein called the "Undersigned"), WITNESSETH:

WHEREAS, certain parties, who are herein called "Promoters," propose to organize, under the laws of the State of New Jersey, a corporation to be known as Roe Candy Co. (or by some other name, which shall be satisfactory to the Promoters), herein called the "Corporation," the objects of which Corporation shall be, among other things, to manufacture and sell glucose, grape sugar, starch and by-products thereof, and similar articles of merchandise; and

WHEREAS, the Promoters propose that such Corporation shall have a capital stock of forty million ($40,000,000) dollars, which shall be represented by four hundred thousand (400,000) fullypaid and non-assessable shares of the par value of one hundred ($100) dollars each, and that such shares shall be divided into two hundred and sixty thousand (260,000) shares of common stock, and one hundred and forty thousand (140,000) shares of seven (7%) per cent cumulative preferred stock; and

WHEREAS, the Promoters propose that, by proper instruments of transfer and conveyance, there shall be sold, transferred, and assigned to the Corporation the real estate, buildings, improvements, appurtenances, easements, plants, machinery, fixtures, utensils, good-will, trade-marks, trade-rights, trade-names and patents now owned and used by the Roe Candy Co. of Illinois, and the Roe Candy Co. of New York; and

WHEREAS, the Promoters further propose that there shall be furnished to the Corporation, at the time of such sale and transfer to it, two million ($2,000,000) dollars of working capital, in order to enable the Corporation to operate its business; for all of which the Promoters shall receive from, and be paid by, the Corporation

26 Adapted from Corn Products Refining Co. v. U. S. (1919), 249 U. S. 621, 39 Sup. Ct. Rep. 291, 63 Law ed. 805.

the sum of thirty-nine million, three hundred thousand ($39,300,000) dollars in cash, or, wholly in lieu thereof, thirteen million, three hundred thousand ($13,300,000) dollars of said preferred stock, at par value, and twenty-five million ($25,000,000) dollars of said common stock, at par value, or, in lieu of any part of said cash amount, a proportionate amount of said preferred and common stock; and

WHEREAS, the Promoters are, and shall be, represented, in the carrying out and enforcement of this contract, by the Bank; and WHEREAS, the 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 before, 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 agree to purchase, so much of the said preferred stock, at the par value thereof, as is set opposite their respective names, for cash, within ten days, as and when payment thereof shall be called for by the Bank; it being agreed that time shall begin to run from the date that the call for such payment shall be mailed by the Bank. For all payments which shall be made to the Bank hereunder, the Bank shall issue and deliver its negotiable receipts; and such 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 now interested as a stockholder in either of the corporations, the purchase of whose plants is, as aforesaid, contemplated by the Corporation, shall be, and is hereby, given the

right and privilege of becoming a party to this agreement and to subscribe for, and agree to purchase, said preferred stock, at the par value thereof, so many shares as he may set opposite his name, upon the terms and conditions herein contemplated; provided, however, that such person may apply, in payment of the stock so subscribed for by him, so much of the purchase price to be paid to his respective corporation for the sale by such corporation of the property mentioned in the preamble hereof as may be authorized by such corporation. Such authorization and application of such payment in the manner aforesaid shall be equivalent to a cash payment, as specified in paragraph "1" hereof.

4. In consideration of the fact that this agreement underwrites and guarantees the purchase of the said fourteen million ($14,000,000) dollars of preferred stock at the par value thereof, according to the terms and provisions hereof, the Undersigned shall receive, in addition to the share of common stock which is to be given with each share of preferred stock, as specified in paragraph "2" hereof, their respective pro rata share of sixty thousand (60,000) shares of said common stock.

5. Notwithstanding said preferred stock is limited to a total of fourteen million ($14,000,000) dollars, the same may be underwritten, and the purchase thereof guaranteed, to an extent in excess of fourteen million ($14,000,000) dollars; and, in the event of such excess, all the amounts subscribed and hereby guaranteed by the Undersigned, and the benefits accruing hereunder, shall be apportionately abated and reduced. In no event, however, shall the total preferred stock of the corporation exceed fourteen million ($14,000,000) dollars. The Promoters are hereby vested with the exclusive power of determining to what extent such excess of underwriting and guaranteeing of said preferred stock shall be permitted.

6. This agreement shall not become obligatory upon any of the parties hereto, until said entire preferred stock of fourteen million ($14,000,000) dollars shall have been underwritten and subscribed for, according to the terms and provisions hereof; and, upon the happening of such 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.