(3) To pay to the Pledgor, his representatives or assigns, any balance remaining.

5. The Pledgor agrees to notify the Pledgee promptly, by registered mail, addressed to the Pledgee at No. 232 William Street, Borough of Manhattan, New York City, of the entry of the final judgments in the above described suits, and of the taking and disposal of any appeals therefrom.

6. The Pledgee agrees not to commence, or prosecute, any action at law, or in equity, on account of the said indebtedness of the Pledgor to it, before the expiration of sixty (60) days from the conclusion of said suits, so far as they affect any of said shares of common stock, by the entry of final judgments as aforesaid, and the disposal of any appeals therefrom.

7. If, at any time, after the expiration of sixty (60) days from the conclusion of said suits, so far as they affect any of said shares of common stock, by the entry of any judgment, as aforesaid, and the disposal of any appeals therefrom, the said note upon which the said Third Party is endorser shall remain unpaid, and said Third Party shall remain liable thereon as endorser, or if, at any such time, there shall remain unpaid to the said Fourth Party the sums advanced by the said Fourth Party to, or for, the Pledgor, amounting in the aggregate to the sum of ten thousand ($10,000) dollars, with interest thereon at six per cent, upon a contract of the Pledgor to purchase divers lands in the Dominion of Canada, then

(a) The said Third Party agrees that, at any such time, the Pledgee, its successors and assigns, may pay the said John Jones the amount of said note, with interest at the rate of six (6%) per cent per annum, or, at its option, the payment of said amount, with such interest, to the Third Party, at such time, will be accepted by such Third Party as a payment and discharge of his liability on said note; or, at its option, at any such time, the Pledgee, its successors and assigns, may give the said Third Party security against his liability as endorser on said note, sufficient, in his opinion, to secure him against such liability; and, in the event of the discharge, or securing, by the Pledgee, its successors and assigns, as aforesaid, of all liability of the said Third Party, upon said note, the said Third Party agrees to do all acts, within his power, that may be necessary to subrogate the Pledgee, its successors and assigns, to all of his right, title and interest, as a pledgee of the said shares of common stock, and will transfer and deliver to the Pledgee, its successors

and assigns, under the terms of this instrument, the said shares of common stock, and the certificate, or certificates, representing them, and any dividends, income and issues therefrom, and any rights of pre-emption or other rights attached thereto, not used in, or towards, the payment of said Third Party's liability as endorser upon said note; and

(b) The said Fourth Party agrees that, at any such time, the Pledgee, its successors and assigns, may pay the said Fourth Party the said sum of ten thousand ($10,000) dollars, with interest at six (6%) per cent per annum; and, in the event of such payment by the Pledgee, its successors and assigns, the said Fourth Party agrees to do all acts within his power that may be necessary to subrogate the Pledgee, its successors and assigns, to all of his right. title and interest, as a pledgee of the said shares of common stock, and will transfer and deliver to the Pledgee, its successors and assigns, under the terms of this instrument, the said shares of common stock, and the certificate, and certificates, representing them, and any dividends, income and issues therefrom, and any rights of pre-emption, or other rights, attached thereto, not used in, or towards, the payment of the said Fourth Party's claim against the Pledgor.

(c) Nothing herein contained shall be construed as imposing any duty upon the Pledgor, or any of the other parties hereto, in violation of any injunctions, or attachments, issued in the two suits aforesaid.

8. The Fifth Party agrees that, at any time within sixty (60) days from the conclusion of said suits, by the entry of any judgment, and the disposal of any appeals therefrom, if his said claim for legal fees and necessary expenditures in connection therewith shall remain unpaid, the Pledgee, its successors and assigns, may pay the amount of his said claim, and the payment of said claim, at any such time, will be accepted by him as a payment and discharge of the liability of the Pledgor to him, and, in the event of such payment, the said Fifth Party agrees to do all acts within his power that may be necessary to subrogate the Pledgee, its successors and assigns, to all rights and interest in and to any of said shares of common stock, and will release the same to the Pledgee, and will deliver to the Pledgee, its successors and assigns, any of the said shares of common stock, and any certificate, or certificates, representing them, which may be in, or coming to, his possession, and

any dividends, income and issues therefrom, and any rights of preemption and other rights attached thereto, not used in, or towards, the payment of the Pledgor's indebtedness to him as aforesaid.

9. The said Third, Fourth and Fifth Parties further agree, each for himself, and not for the other, or others, that, until their said claims shall have been paid in full (and, in the case of the Third Party, until his said liability as endorser shall have been discharged, or sufficient' secured), and until said shares of common stock, and the certificates representing them, shall have been transferred and delivered to the Pledgee, as aforesaid, that they will not dispossess themselves of the said shares of common stock, or the certificates representing them, or do anything which might disable them from making the transfer and delivery as aforesaid, upon the payment and discharge of their said claims (and, in the case of the Third Party, upon the discharge, or securing, of his liability as endorser), except in so far as may be necessary to protect themselves in respect of their said claims, by enforcing their rights as pledgees of said shares of common stock, by sale, or other disposal thereof, and, in such case, the Third, Fourth and Fifth Parties agree that, before taking any action to sell, or otherwise dispose of, said shares of common stock, or the certificates representing them, they will give the Pledgee not less than ten (10) days' notice in writing, by registered mail, addressed to the Pledgee at No. 232 William Street, of their intentions, and will name a national bank, or trust company, in the Borough of Manhattan, City of New York, through which the Pledgee, if it so desires, may pay said claims (and, in the case of the Third Party, deliver such security as will sufficiently secure the said Third Party from his said liability as endorser), and will make delivery and transfer of said shares of common stock, and the certificates representing them, as above provided.

10. The Pledgor agrees that, if for the purpose of raising funds for the defense of the two suits above referred to, he shall borrow money in the manner above provided, upon the security of some of said shares of common stock, he will cause to be inserted in the agreement evidencing the pledge of said shares of common stock to secure said loan, a stipulation similar to that above set forth, to the general effect that the said Pledgee, its successors and assigns, may, at its, or their, option, have the right to pay off the said loan, at any time after the expiration of the sixty (60) days above referred to, and that payment by the Pledgee, its successors and assigns, will be

accepted as a payment and discharge of the liability of the Pledgor upon said loan, and that the lender, in the event of such payment, will do all acts within his power necessary to subrogate the Pledgee, its successors and assigns, to all of his right, title and interest in such shares of common stock, and will transfer and deliver to the Pledgee, its successors and assigns, the said shares of common stock, dividends, income, issues and rights, and, until said loan. shall have been paid in full, will not dispossess himself of said shares of common stock, or the certificates representing them, or do anything which might disable him from making the delivery and transfer aforesaid, upon the payment of said loan, except in so far as may be necessary to protect himself by enforcing his right as pledgee of said shares of common stock, by sale, or other disposal, thereof, and that, in such case, before taking any action to sell, or otherwise dispose of, said shares of common stock, or the certificates representing the same, he will give the notice above provided, and name a bank, or trust company, as above provided.

IN WITNESS WHEREOF, the Pledgee has signed this instrument, by its President, thereunto duly authorized, and has caused its corporate seal to be affixed, attested by its Secretary, and each of the other parties hereto has hereunto set his hand and seal, the day and year first above written.

Roe Manufacturing Co., Inc.,
By Henry White,
President.

(Seal) Attest:

John Dix,
Secretary.

In the presence of
Charles Green.

John Doe (L.S.).
Richard Roe (L.S.).
Henry Koe (L.S.).
William Kent (L.S.).

No. 344.

Agreement, whereunder note is deposited with trust company, as collateral security for certificates of participation in the note.1

THIS AGREEMENT, made this 2nd day of March, 1923, between Smith Syndicate, a corporation, duly organized under the laws of the State of New Jersey, and having its principal office at No. 112 Broad Street, Newark, New Jersey (herein called the "Depositor"), party of the first part, and Koe Trust Company of New York, a corporation, duly organized under the laws of the State of New York, and having its principal office at No. 221⁄2 William Street, Borough of Manhattan, New York City (herein called the "Depositary"), party of the second part, WITNESSETH:

WHEREAS, John Doe and Richard Roe (as Syndicate Managers under a certain agreement made between them, as parties of the first part, and the several persons, whose names are thereunto subscribed, therein called the Subscribers, as parties of the second part, bearing date the 1st day of September, 1922), have made and entered into an agreement with the Koe Trust Company of New York, as Trustee, bearing date the 2nd day of March, 1923, to secure the principal and interest of a note made by said John Doe and said Richard Roe, as such Syndicate Managers, for the principal sum of eight hundred thousand ($800,000) dollars, issued thereunder and secured thereby, which said note is, as follows:

Smith Syndicate.

One Year Six Per Cent Collateral Trust Note of John Doe and Richard Roe as Syndicate Managers.

$800,000.00

New York, March 2, 1923.

On the 1st day of March, 1924, without grace, for value received, we, John Doe and Richard Roe, as Syndicate Managers, under and pursuant to a certain agreement bearing date the 1st day of September, 1922 (herein called the "Borrowers"), promise to pay to the bearer hereof, at the office of the Koe Trust Company of New York, in the City of New York, the sum of eight hundred thousand ($800,000) dollars in United States gold coin of the present standard of weight and fineness, with interest thereon at the rate of six (6%) per cent per annum, payable in like gold coin. Such principal and interest shall be paid without deduction for any tax or taxes which the Borrowers may be required to pay or retain therefrom under or 4 Adapted from Wing v. Smith (1919), 225 N. Y. 657, 121 N. E. 899.