themselves, in the performance of the duties imposed by this agreement, suitable persons as additional Syndicate Managers, and the persons so appointed shall, with those named in this agreement, possess and exercise all the powers conferred upon the Syndicate Managers, by the terms of this contract. (b) Notices of such appointments, if made, shall be given to the Syndicate Subscribers. IN WITNESS WHEREOF, the Syndicate Managers, the parties of the first part, have subscribed an original hereof, and the Syndicate Subscribers, parties of the second part, have subscribed said original, or counterparts thereof, as of the day and year first above written. Agreement whereunder owner of oil lease agrees to drill well with money supplied by coadventurers, upon profit-sharing basis.3 THIS AGREEMENT, made January 5, 1923, by John Doe, residing at No. 111⁄2 Broadway, Borough of Manhattan, New York City (herein called the "First Party"), and Richard Roe and Henry Koe, both residing at No. 371⁄2 Broadway, Borough of Manhattan, New York City (herein called the "Second Parties"), WIT NESSETH: WHEREAS, the First Party, by virtue of divers mesne assignments, is the owner and holder of a certain oil and gas lease, bearing date the 6th day of February, 1921, made by John Smith, 'Adapted from Worms v. Lake (1921), 198 App. Div. 776, 191 N. Y. Supp. 113. of Fort Worth, Texas, to Henry Brown, of Waco, Texas, of all that certain piece of land, situate in the County of Eastland, State of Texas, bounded and described in said lease, as follows: BEGINNING *** and WHEREAS, the said lease is for a term of five (5) years from the day of its date, and for so long thereafter as oil and/or gas can be produced by the lessee or assignee thereof; and WHEREAS, it is believed that oil and/or gas underlies the said land, and can be obtained by drilling wells thereon; and WHEREAS, the parties hereto are desirous of sharing in the profits, if any, which may be derived from the oil and/or gas obtained from such wells: Now, THEREFORE, IT IS HEREBY MUTUALLY AGreed, as follows: 1. That the Second Parties shall contribute and pay to the First Party, upon the execution of this agreement, the sum of fifty thousand ($50,000) dollars, and the First Party shall receive and keep such moneys separate and apart from his own moneys, and shall use and expend the same only for the purpose of diligently drilling a well on said land, to obtain oil and/or gas, and of purchasing, or constructing, on said land, such buildings, tanks, rigs, pipe lines, machinery, and other structures and appliances, as may be requisite in and about such work; and that, if the whole of the said sum of fifty thousand ($50,000) dollars shall not be required for such purposes, the amount remaining unexpended shall be returned to the Second Parties. 2. That the First Party shall manage, direct and control the drilling of said well, and the sale, or other disposition, of the gas and/or oil, which may be obtained from such well, and shall manage, direct and control all other business connected with the enterprise hereby undertaken; but the First Party shall not receive, or be entitled to receive, any salary, or other compensation, for his services hereunder, other than his proportionate share of the profits, if any, herein provided for. 3. That the proceeds derived from the sale of any oil and/or gas, which may be obtained from each well, shall be used and expended for the purpose of drilling other wells, until the whole of the said. land shall have been fully developed. 4. That, after the said land shall have been fully developed, the profits derived from the sale of oil and/or gas obtained from wells drilled on said demised premises, after paying all the expenses incurred in the production and sale thereof, and in the conduct and management of the said business, and after paying a royalty of one-eighth part of all oil produced and saved from the said land, and all of the royalties for gas reserved in the said lease, shall be divided into two equal parts, and one of such parts shall be paid to the Second Parties, and the other of such two equal parts shall be paid to the First Party. 5. That, if the said sum of fifty thousand ($50,000) dollars shall be used and expended in the manner and for the purposes hereinbefore provided, without completing such well, or without obtaining oil in paying quantities, if such wells shall have been completed, or should additional moneys be required to complete such well, the First Party shall have the right to procure such additional sums of money for such purposes, from persons other than the Second Parties, unless the Second Parties shall elect to pay and contribute such additional sums of money; and any person, or persons, other than the Second Parties, who shall contribute any such additional sums of money, for such purpose, shall be entitled to share in the one-half part of the net profits to be paid to the First Party, ratably, and in proportion to the amount of money already paid in and contributed by the Second Parties hereunder, and in proportion to the additional amounts of money so paid in and contributed by such other person, or persons, for the purpose of completing the said well. 6. That, if the said well, when completed, shall not produce oil in paying quantities, then the buildings, rigs, tanks, pipe-lines, machinery and other structures or appliances built, or procured out of the moneys contributed by the Second Parties, shall forthwith be sold, and the proceeds thereof shall be paid to the Second Parties. 7. That the First Party shall not enter into any contract, or obligation, nor incur any debts, for a sum greater than the sum of money paid hereunder by the Second Parties; and the Second Parties shall not be, nor be deemed to be, liable to pay any sums of money, other than the said sum of fifty thousand ($50,000) dollars, in, or about, or in connection with, the enterprise hereinbefore undertaken. IN WITNESS WHEREOF, the parties hereto have hereunto set their hands and seals, the day and year first above written. In the presence of No. 201. John Doe (L.S.). Richard Roe (L.S.). Henry Koe (L.S.). Agreement whereunder several corporations agree to sell their businesses to new corporation to be formed, under direction of an organization committee.* THIS AGREEMENT, made January 5, 1923, by Doe Aniline & Chemical Works, Inc., a corporation, duly organized under the laws of the State of New York, and having its principal office at No. 111⁄2 Broadway, Borough of Manhattan, New York City (herein called "Doe"), Richard Roe Aniline & Chemical Works, Inc., a corporation, duly organized under the laws of the State of New York, and having its principal office at No. 152 Broadway, Borough of Manhattan, New York City (herein called "Roe"), Koe Products Co., Inc., a corporation, duly organized under the laws of the State of New York, and having its principal office at No. 172 Broadway, Borough of Manhattan, New York City (herein called "Koe"), Smith Chemical Co., Inc., a corporation, duly organized under the laws of the State of New York, and having its principal office at No. 191⁄2 Broadway, Borough of Manhattan, New York City (herein called "Smith"), Doe Solvay Co., a corporation, duly organized under the laws of the State of New York, and having its principal office at No. 211⁄2 Broadway, Borough of Manhattan, New York City (herein called "Solvay"), The Brown Company, a corporation (herein called "Brown"), duly organized under the laws of the State of New Jersey, and having its principal office at No. 111⁄2 Broad Street, Newark, New Jersey, (all of which six corporations hereinabove named will be hereinafter sometimes called the "Vendors"), and the ten persons herein constituted the Organization Committee, and the five persons herein constituted the Appraisal Committee, WITNESSETH: Cf. Rogers v. Penobscot Mining Co. (1907), 154 Fed. Rep. 606, 83_C. C. A. 380; Crichfield v. Julia (1906), 147 Fed. Rep. 65, 77 C. C. A. 297; Perren v. Smith (1909), 135 App. Div. 127, 119 N. Y. Supp. 990. WHEREAS, each Vendor is manufacturing, or endeavoring to manufacture, one, or more, of the chemical products of coal tar, the present and prospective products of each being (with minor exceptions) different from those of the others; and WHEREAS, the manufacture of each of such products is closely related to the manufacture of the others, so that such products can be manufactured together more efficiently and economically than they can be separately manufactured; and WHEREAS, it is, therefore, proposed that a corporation (herein sometimes called the "Company") shall be organized, as hereinafter stated, for the purpose of manufacturing such products generally, and that the Company, when organized, shall acquire from each Vendor such of its properties as will be advantageous to the Company in the conduct of its business; and WHEREAS, Smith, Brown and Solvay, each, owns one-third of the outstanding capital stock of Koe: Now, THEREFORE, each of the parties hereto, for itself, and not for any of the others, hereby agrees with each, and all, of the others, and with the Company, when organized, as follows: I. EXECUTION AND AUTHORIZATION. 1. Execution. This agreement shall go into effect as soon as (a) all the parties hereto shall properly execute the same in six counterparts, and (b) each Vendor shall duly acknowledge its execution of each such counterpart, including the order of its Board of Directors for such execution, and (c) one such counterpart, so executed and acknowledged, shall be delivered to each Vendor. 2. Authorization. Each Vendor shall exercise its best efforts to procure, as promptly as practicable thereafter, such, if any, further authorizing action on the part of its directors and/or stockholders as, in the opinion of counsel to the Organization Committee, shall be necessary, or advisable, to the end that this agreement shall be of full force. If any such further action shall not be taken and certified to said Committee, within such time as it shall deem reasonable for the purpose, said Committee shall notify all of the Vendors in writing to that effect, stating that this agreement thereupon becomes void, |