............ and their successors (hereinafter called the
"Committee"), and such holders of the shares of the........
stock of........................, a.............corporation (hereinafter called the "Company") as shall become parties hereto in the manner hereinafter provided (hereinafter called the "Depositors"), Witnesseth, that
Whereas, Receivers have been appointed for the property of the said Company and the Depositors deem it necessary that they should unite and act together for the protection of their interests and for the purposes hereinafter stated;
Now, therefore, in consideration of the premises and of the advantages and benefits which will accrue to them respectively from a union of interests and combination of action to protect and enforce their rights, and in consideration of other good causes and considerations, the Depositors, each for himself and not the one for the other or any of the others, agree with each other and with the Committee and its successors as follows:
1. The depositors hereby make, constitute and appoint ...............................and their respective successors, selected as hereinafter provided, as the Committee (hereinafter referred to as the "Committee"), with each and every and all the rights, privileges and powers given to and vested in the Committee by this Agreement.
2. Holders of shares of the stock of the Company may become parties to this Agreement by depositing under the terms hereof within such period as the Committee may limit for that purpose with the........................, which is hereby designated as Depositary, certificates for their shares of stock duly endorsed in blank, and having affixed thereto the necessary stamps covering taxes for the transfer thereof; and such deposit and the acceptance of the Certificate of Deposit issued therefor shall have the same force and effect as if the Depositors had in fact subscribed their names to this Agreement; and the Depositors agree that the deposit of said certificates of stock assigns and vests in the Committee full and absolute title to the shares represented thereby and deposited hereunder, and the Depositors further agree at any time upon the request of the Committee to make, execute and deliver any and all transfers, assignments or writings required by the Committee to evidence further the vesting of the ownership of the said shares of stock deposited hereunder in the Committee or its nominee or nominees.
3. The Committee may limit or extend the time within which, and fix the terms and conditions under which, a deposit may be made under this Agreement in respect to deposits received after such limit shall have expired, and either generally, or in special instances, may in its discretion accept deposits after the time limit has expired and shall have full power to decide upon the plans and methods to be adopted to carry into effect the general purposes of this Agreement.
4. For the deposit of certificates of stock the Depositary will issue Certificates of Deposit therefor in form approved by the Committee, and thereafter no separate action will be taken by the Depositors or any of them with respect to the shares of stock represented by the certificates so deposited. All certificates of Deposit shall bear on their face the name of the registered holder thereof and shall be subject to the terms of this Agreement, and holders of such Certificates of Deposit shall be held as assenting to this Agreement as if they had severally subscribed to, executed and delivered the same. The Certificates of Deposit issued hereunder shall be transferable only upon the books of the depositary or sub-depositary, and upon such transfer all rights of the Depositor in respect of the shares of stock represented by such Certificates of Deposit shall pass to the transferee, who shall be substituted in place of the prior holder subject to this Agreement. All transferees of such Certificates of Deposit, and all persons having any interest therein at any time, whether by voluntary assignment or by operation of law, as well as the original holders of Certificates of Deposit hereunder, shall be deemed included within the term "Depositors" when used herein, and shall be bound by all the terms hereof and shall be considered as parties hereto. Each of said Certificates of Deposit may be treated by the Committee and the Depositary as a negotiable instrument, and the holder for the time being may be considered and treated as the absolute owner thereof and of all of the rights of the original Depositor of every character, and by any notice to the contrary.
The Committee may in its discretion at any time and from time to time cause the transfer books for the Certificates of Deposit to be closed for such period or periods as the Committee may deem expedient and may treat the registered holders of such Certificates of Deposit at the time of the closing of said books as the actual owners thereof.
5. The Depositary shall hold the stock deposited with it for the account and subject to the control and written order of the Committee, authenticated by the Secretary of the Committee, who are hereby given the right to transfer or cause to be transferred all or any part of the shares of stock deposited hereunder into its name or into the name or names of its nominee or nominees.
6. The Depositors, in addition to vesting in the Committee full and absolute title to all shares of stock deposited under this Agreement, hereby further constitute and appoint the said Committee their attorneys in fact, and hereby authorize and empower the said Committee either in the name of the Depositors, or in the name of the Committee, or in the name of any other person or persons as the Committee may deem proper, to institute, begin or take, or to cause to be begun, instituted or taken, such actions or proceedings in law or in equity, or otherwise, and to intervene in such suits and proceedings, and to execute such papers, authorizations, consents, powers of attorney, requests or other instruments, as will in the judgment of the Committee protect or advance the interests of the Depositors, or otherwise for carrying out the purposes of this Agreement. Full power is hereby given to the Committee to substitute or to revoke any and all such powers of attorney or other instruments which they may execute, to discontinue, compromise or settle, or cause to be discontinued, compromised or settled, any and all such actions and proceedings, to institute others, and to discontinue, settle or compromise the same, and to collect any and all moneys which are or may be due and payable to said Depositors, or any of them, as holders of shares of stock deposited hereunder, or as their distributive share in any action or otherwise, and said Depositors further give and grant into the Committee full power and authority to do and perform any act and thing requisite or necessary to be done in and about the premises as fully to all intents and purposes as the Depositors might or could do if personally present, hereby ratifying and confirming all that the Committee or its appointees or substitutes shall lawfully do or cause to be done by virtue hereof.