the second part, has caused these presents to be subscribed in its corporate name by its President, thereunto duly authorized, and its corporate seal to be hereunto affixed, attested by its Secretary, as of the day and year first above written. John Doe (L.S.), Richard Roe (L.S As Syndicate Managers. Koe Trust Company of New York, President. (Seal) Attest: John Brown, Secretary. [Annex Copy of Subscription Agreement.] No. 343. Agreement whereunder borrower, as security for loans, pledges with lender shares of stock which have already been pledged with others, who join in the agreement, to enable the lender, at its election, to discharge their claims, and to become subrogated to their rights, upon certain conditions.3 THIS AGREEMENT, made January 5, 1923, by John Doe, residing at No. 112 Broadway, Borough of Manhattan, New York City (herein called the "Pledgor"), Roe Manufacturing Co., Inc., a corporation, duly organized under the laws of the State of New York, and having its principal place of business at No. 232 William Street, Borough of Manhattan, New York City (herein called the "Pledgee"), Henry Koe, residing at No. 371⁄2 Broadway, Borough of Manhattan, New York City (herein called the "Third Party"), Richard Roe, residing at No. 572 Broadway, Borough of Manhattan, New York City (herein called the "Fourth Party"), and William Kent, residing at No. 252 William Street, Borough of Manhattan, New York City (herein called the "Fifth Party”), WITNESSETH: WHEREAS, there is due and payable from the Pledgor to the 3 Cf. Huntington v. Sherman (1890), 60 Conn. 463, 22 Atl. 769; Danforth v. Denny (1852), 25 N. H. 155; Van Blarcom v. Broadway Bank (1868), 37 N. Y. Pledgee the principal sum of twenty-five thousand ($25,000) dollars, with interest at the rate of six (6%) per cent per annum on fifteen thousand ($15,000) dollars thereof, from January 2, 1921, and with interest at the rate of six per cent per annum on ten thousand ($10,000) dollars thereof from January 3, 1922; and WHEREAS, the Pledgor is the owner of three hundred and seventyfive (375) shares of common stock (par value $100 each) of Doe Company, Inc., a corporation, duly organized under the laws of the State of New York; and WHEREAS, the Pledgor's shares of common stock are held and pledged, as follows: (a) One hundred (100) shares thereof are pledged to the Third Party, to secure him against liability as endorser upon a note for the principal sum of. five thousand ($5,000) dollars, with interest at the rate of six (6%) per cent per annum, made by the Pledgor, to the order of John Jones, and endorsed, before the delivery thereof, by the said Third Party; and (b) Two hundred and seventy-five (275) shares thereof are pledged to the Fourth Party, for moneys advanced to, or for, the Pledgor, amounting in the aggregate to the sum of ten thousand ($10,000) dollars, with interest thereon at the rate of six (6%) per cent per annum from January 5, 1922, upon contract of the Pledgor to purchase certain lands in the Dominion of Canada; and WHEREAS, the Pledgor desires the Pledgee to defer action for the collection of his said indebtedness to it, and the Pledgee is willing to do so, upon the terms hereinafter mentioned: Now, THEREFORE, IT IS HEREBY MUTUALLY AGREED, AS FOLLOWS: 1. That the Pledgor hereby assigns, transfers and sets over to the Pledgee, its successors and assigns, all of his right, title and interest in and to said three hundred and seventy-five shares of common stock of Doe Company, Inc., represented by the following certificates: No. 12 for 100 shares No. 18 for 75 shares No. 65 for 20 shares No. 73 for 30 shares (which said shares of common stock are pledged to and held by the said Third and Fourth Parties, as hereinbefore stated, and which said certificates now stand in the name of the Pledgor, and have been endorsed by him in blank), and in and to all dividends, incomes, and issues therefrom, and all rights of pre-emption, or other rights thereto attached. TO HAVE AND TO HOLD such shares of common stock, dividends, income, issues, and rights, to said Pledgee, its successors and assigns, to its and their own use and behoof forever, but subject, nevertheless, as follows: (a) To the rights of the said Third Party as pledgee of said one hundred (100) shares of said common stock, for the purposes above stated; (b) To the rights of said Fourth Party, as pledgee of said two hundred and seventy-five (275) shares of common stock, for the purposes above stated; (c) To the existing rights, if any, of Jane Doe and Catherine Doe, or either of them, which they, or either of them, may secure, obtain, or be adjudged to possess, as the result of the determination of two suits brought by them separately against the Pledgor, and which now are pending undetermined in the Supreme Court, New York County; (d) To the claim of the Fifth Party, and any other person, who may, for the time being, be the Pledgor's attorney, for legal services rendered to the said Pledgor, in the two suits above mentioned, and for the necessary expenses for defending said suits; it being agreed that if, in the opinion of the said Fifth Party, or any other person who may, for the time being, be the Pledgor's attorney, as aforesaid, the Pledgor shall become in need of funds for the defense of said suits, and shall be without means of raising said funds, save from a sale, or pledge, of the aforesaid shares of common stock, and if the said Pledgor shall be able to free any of the said shares of common stock from any restraints imposed in either of said suits, or from the liens of any attachments granted in either of said suits, to which they may be subject, by obtaining from the Supreme Court, New York County, a modification of any such restraint, or attachment, therein, and, further, shall be able to free said stock from the liens of the said Third and Fourth Parties, as pledgees, or to obtain their written consent to a sale, or pledge, of part thereof, for such purposes, then the Pledgor may, upon application to the Pledgee, accompanying said application with an itemized statement of the expenses, which the Pledgor considers necessary to incur, and upon obtaining the assent and approval of the Pledgee to such statement of expenses, sell as many of his said shares of common stock as may be necessary to raise the funds required for the defense of said suits, or the Pledgor may borrow the amount of such funds upon the security of said shares of common stock, and apply such funds to the payment of such expenses. 2. The foregoing assignment is made for the purpose of securing the Pledgee upon its said claim of twenty-five thousand ($25,000) dollars, and interest; and, upon the payment in full of said claim, with interest, the Pledgee shall release to the Pledgor all of its rights hereunder, and shall transfer and deliver to the Pledgor any certificates for such shares of common stock, which may have been transferred, or delivered, to it, in accordance with any of the provisions of this agreement. 3. The Pledgor hereby constitutes and appoints the Pledgee his attorney, for the purpose of transferring said shares of common stock upon the books of Doe Company, Inc., with full power of substitution in the premises, if and when the Pledgee shall acquire possession of said shares of common stock, or any of them. 4. The Pledgor agrees that, if his said indebtedness to the Pledgee, and the interest thereon, shall not be paid within sixty (60) days from the conclusion of said suits, now pending in the Supreme Court, New York County, so far as they affect any of said shares of common stock, by the entry of final judgment (and a disposal of any appeals therefrom) in said suits, dissolving all injunctions, or attachments, against the Pledgor disposing of said shares of common stock, or applying to the claims of the plaintiffs in such suits a part, but not all, of the proceeds, or value, of said shares of common stock, so as to leave a part thereof available for the payment of the Pledgee's claim, the Pledgee, its successors and assigns, shall have the following rights, all, or any, of which it, or they, may exercise, at its, or their, option, at any time thereafter: (a) To pay the said note upon which the said Third Party is endorser, or to deposit with, or for, the said Third Party a sum of money, or otherwise secure him to his satisfaction, against his liability as endorser thereon; and, upon such payment, deposit, or giving of security, to be, and become subrogated to all the right, title and interest of the said Third Party, his representatives and assigns, in and to said shares of common stock, dividends, income, issues and rights, in addition to the rights herein granted to the Pledgee, its successors and assigns. (b) To pay the said Fourth Party the sum of ten thousand ($10,000) dollars, with interest thereon at the rate of six (6%) per cent per annum, for the moneys advanced to, or for, the Pledgor, upon the contract of the Pledgor to purchase divers lands in the dominion of Canada; and, upon such payment, to become and be subrogated to all of the right, title and interest of the said Fourth Party, his representatives and assigns, in and to such shares of common stock, dividends, income, issues and rights, in addition to the rights herein granted to the Pledgee, its successors and assigns. (c) To pay the claim for legal fees and necessary expenses of said Fifth Party, or of such other person who may be the attorney, for the time being, of the Pledgor in the aforesaid suits and, upon such payment, to be and become subrogated to all of the right, title and interest of said Fifth Party, or of such other person, who may, for the time being, be such attorney of the Pledgor, his and their representatives and assigns, in and to said shares of common stock, dividends, income, issues and rights, in addition to the rights herein granted to the Pledgee, its successors and assigns. (d) To pay to the person, or persons, to whom any of said shares of common stock may be pledged by the Pledgor, to secure a loan negotiated for the purpose of providing funds for the defense of said suits, as above provided, the amount of his, or their, claim, or claims, and, upon such payment, to be and become subrogated to all of the right, title and interest of such person, or persons, his and their representatives and assigns, in and to said shares of common stock, dividends, income, issues and rights, in addition to the rights herein granted to the Pledgee, its successors and assigns. (e) Upon giving ten (10) days' notice by registered mail to the Pledgor, at No. 112 Broadway, Borough of Manhattan, New York City, to sell such of said shares of common stock as may then be in its, or their, possession, either at public, or private, sale, in the Borough of Manhattan, New York City, and to adjourn any sale, or sales, thereof, without further notice, and, at any such sale, or sales, thereof, to be the purchaser of such shares, or any of them, and to apply the proceeds of any such sales, or sale, as follows: (1) To pay all of the expenses of such sale, or sales, including reasonable legal expenses incurred in connection therewith; (2) To pay the principal and interest of any indebtedness, which the Pledgor may then owe to the Pledgee; and |