Agreement dated.............., between..............

(herein called the "Reorganization Managers").............

and a Reorganization Committee of..............(hereinafter called the "Old Company"), consisting of..............

(herein called the "Reorganization Committee"), and Holders of Bonds, Claims, Obligations and Stock, hereinafter named, who shall become parties to this agreement as herein provided, their successors and assigns, and the Holders of Certificates of Deposit issued Under or Made Subject to the Foregoing Plan of Reorganization 1 and this Agreement (hereinafter collectively called the "depositors"),

WITNESSETH:

The parties, in consideration of their mutual agreements herein, for the purpose of carrying out the foregoing Plan of Reorganization,1 have mutually agreed and hereby do severally agree, each of the Depositors agreeing with the Reorganization Managers and the Reorganization Committee and with every other Depositor, as follows:

1. The foregoing Plan is and shall be taken to be a part of this Agreement with the same effect as though embodied herein, and the Plan and this Agreement shall be read as parts of one and the same paper.

2. The Depositors hereby assent to and accept all the provisions of the foregoing Plan and the same is hereby approved and adopted.

3. No estimate, statement, explanation or suggestion or

1 The Plan of Reorganization referred to has been omitted because of no particular value as a precedent.

anything contained in the Plan or in the introductory statement prefixed thereto, or the accompanying exhibit, or this Agreement, or any circular or advertisement issued or hereafter issued by or on behalf of the Reorganization Managers or the Reorganization Committee, or of the respective Committees hereinafter named, or of any Depositary, is intended or is to be taken as a representation or as a condition of any deposit, subscription, assent or payment under the Plan and Agreement; and no defect or error therein shall release any deposit under the Plan and Agreement, or affect or release any assent thereto or payment made or anything done thereunder or in connection therewith, except with the written consent of the Reorganization Managers.

4. Holders of..............Bonds may participate under this Plan and Agreement in the manner provided in the Plan. Holders of certificates representing said bonds deposited under the Agreement of............, mentioned in the Plan, or under the Agreement of............, mentioned in the Plan, who do not exercise the right of dissent and withdrawal conferred by said agreements, respectively, will be entitled to the benefits of this Plan and Agreement without the issue of new certificates and shall be irrevocably bound thereby.

5. Holders of (another class of) Bonds may participate under this Plan and Agreement in the manner provided in the Plan. Holders of certificates representing said bonds deposited under the Agreement of............, mentioned in the Plan, who do not exercise the right of dissent and withdrawal conferred by said Agreement, will be entitled to the benefits of this Plan and Agreement without the issue of new certificates and shall be irrevocably bound thereby.

6. Holders of (a third class of) Bonds may participate under this Plan and Agreement in the manner provided in the Plan. Holders of certificates representing said bonds (a) deposited under the Agreement of.............., mentioned in the

Plan, who do not exercise the right of dissent and withdrawal conferred by said Agreement, and (b) deposited under the

Agreement of.............., mentioned in the Plan, when the

Plan becomes effective and binding upon them in the manner provided in the Plan and said Agreement, will be entitled to the benefits of this Plan and Agreement without the issue of new certificates and shall be irrevocably bound thereby.

(Similar provisions for various classes of securities)

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7. All Depositors hereunder who are holders of certificates representing stock of the Old Company or certificates of deposit issued under said agreement of..............hereby severally agree that prompt payment of the sums by the Plan required to be made by them is an essential condition of participation by them severally in the new securities provided for in the Plan, or any other right or benefit under the Plan and Agreement, and that any such Depositor who shall fail to make prompt payment of any sum required to be paid by him within any period fixed or limited by the Plan or this Agreement or by the Reorganization Managers for such payment, forthwith and without further or other notice or action, shall cease to have any rights under the Plan or under such certificate or certificates of deposit therefor and shall cease to be entitled to any of the benefits thereunder and shall not be entitled to the return of the stock represented by his said certificate or certificates or the repayment of any cash (or any installment of cash assessment or any installment of the purchase price of securities purchased) theretofore paid by him, or to have any further notice or right in respect thereof. The Reorganization Managers may, however, in their discretion, at any time accept payment of overdue installments of payment from any such Depositor. The Reorganization Managers may waive and remit any penalty prescribed either in the Plan or Agreement, or in pursuance thereof, and may also, whenever and upon such terms as they shall deem proper, accept from any such Depositor the surrender of any certificate of deposit representing such stock issued under or subjected to the Plan, and upon receipt thereof and in exchange therefor they may surrender and deliver deposited stock to the amounts stated in such certificates of deposit respectively.