3. For all payments made hereunder each subscriber shall receive stocks or a receipt or certificate signed by the Managers, or on their behalf by one of the firms constituting the Managers, in such form as the Managers may determine. Any receipts or certificates issued by the Managers, and all rights and obligations hereunder of the respective subscribers, may, in the discretion of the Managers, be made transferable in such manner and on such terms and conditions as the Managers may prescribe; but no transfer shall be valid unless assented to in writing by the Managers, and they shall be under no obligation to give such assent; and, though such assent be given, unless otherwise therein expressly provided, the transferrer shall continue liable for the payment of any unpaid part of the transferred subscription and for the payment of any advances made by the Managers upon or in respect of the transferred subscription, with interest upon such advances as aforesaid, until the same shall be fully paid. The acceptance of any participation in the syndicate allotted by the Managers or holding of a receipt or certificate issued as aforesaid shall render those to whom the Managers shall grant such allotment, or in whose names they shall issue such receipt or certificate, liable as subscribers hereunder as fully to all intents and purposes as if they had duly signed this agreement. No subscriber shall be entitled to receive any of the stocks or the proceeds thereof until the termination of the syndicate. In the meantime, in their discretion, the Managers may retain all or any of such stocks or proceeds or may deliver or pay to any subscriber his proportionate part thereof. Stocks so delivered to the subscribers shall, until the termination of the syndicate, be held by the subscribers, subject to the control of the Managers, to be returned to them upon demand, or upon their order, for sale for syndicate account.
4. Each subscriber hereby ratifies, assents to, and agrees to be bound by any action of the Managers taken under this agreement, and agrees promptly to perform his undertakings hereunder. The failure of any subscriber to perform any of his undertakings hereunder shall not affect or release any other subscriber. The Managers may, in their discretion, at any time and either before or after partial payment, by written consent, release any subscriber from the whole or any part of the subscription of such subscriber, and may accept new subscribers in place of any subscribers so released. In case the Managers, or either of them, shall become subscribers hereto they may at any time, and either before or after partial payment, reduce their own obligations as such subscribers and accept new subscribers for the portion of their own obligations thereby released. In case of the failure of any subscriber to perform any of his undertakings hereunder, the managers may take or may allow other persons, firms, or corporations, mem-' bers of the syndicate or otherwise, to take all or any part of the participation of the subscriber so failing to perform his undertakings. Upon the failure of any subscriber to perform any of his undertakings hereunder, the Managers shall have the right, at their option and in their discretion, to exclude such subscriber from all existing and all further interest and participation in the syndicate, and thereupon all interest and right of such defaulting subscriber or his transferees shall cease and determine and the managers shall have the right in their discretion either to forfeit as liquidated damages and payments such subscriber may have theretofore made hereunder or to hold such a subscriber liable for the balance of his subscription and to enforce such subscription and to recover from such subscriber all damages caused to the syndicate by the failure of such subscriber to perform. No liability or obligation whatever shall attach to the managers or any other subscriber because of the failure of any subscriber to perform any of his undertakings hereunder.
5. Upon the complete performance of all his undertakings and the termination of the syndicate each subscriber shall be entitled to receive his ratable portion of the syndicate stocks or of the proceeds of so much thereof as may have been sold by the Managers, less his pro rata share of the syndicate expenses. The net profits of the syndicate shall be divided among the subscribers in proportion to their respective subscriptions, and the lossess of the syndicate shall be borne by the subscribers in the like proportion. Apportionment and distribution by the Managers of profits or losses, outlays, charges, and expenses shall be conclusive on the syndicate and the subscribers, as shall be the written statement of the Managers of the results of the syndicate. The Managers may be subscribers to the syndicate and, to the extent of such subscriptions, are to participate in the profits and lossess of the syndicate pro rata to the same extent as other subscribers. The Managers may purchase, or be interested in the purchase of, any of the stocks forming the subject of this agreement and may deal with the syndicate in the same manner as other persons. The Managers may purchase, sell, or otherwise dispose of, or be interested in the 'purchase, sale, or other disposition of, any stocks or other securities of the corporation or its subsidiary companies without restriction and without responsibility therefor to the syndicate. The expenses heretofore or hereafter incurred by the Managers and vendors in or about the incorporation of the corporation, its acquisition of the stocks of subsidiary companies, the investigation of their properties, titles, and business, or otherwise, including fees of counsel, appraisers, and accountants, stamp taxes, printing, brokerages, and commissions, shall be charged to, and paid by, the syndicate. The managers shall make no charge to the syndicate for their services as managers, but they and the other vendors shall be entitled to retain for their own benefit the difference in common stock and cash between the price paid by the vendors.
6. The syndicate shall continue until........, notwithstanding the prior sale by the Managers of all or any of the syndicate stocks, unless sooner terminated by the managers in their discretion. The Managers shall have the absolute right to terminate the syndicate if the corporation, or any persons from whom the vendors may have arranged to procure the stocks, shall be unable or fail to carry out, or shall be prevented from carrying out, the sale of the stocks, to the vendors, or, if in the judgment and discretion of the Managers, the interests of the syndicate require its termination prior to the time in this agreement limited therefor, and whether or not the objects contemplated by this agreement shall have been wholly or partially performed.
7. Nothing contained in this agreement shall be construed as creating any trust or obligation in favor of any person or corporation other than the parties hereto nor any obligation in their favor otherwise than as is herein expressly provided. This agreement shall extend to and bind the successors and personal representatives of the respective parties.
8. Books shall be kept by the Managers, in the City of
........, in which books shall be recorded the addresses of such of the subscribers as shall furnish the same. Any notice to or call upon subscribers, or any of them under this agreement, shall be deemed to have been duly given and made by the Managers if mailed to subscribers directed to the addresses so furnished by them. The Managers shall be under no obligation to ascertain the address of any subscriber to whom notices or calls shall have been so directed, nor to see to the actual receipt thereof by subscribers, nor to ascertain the addresses of or give notice to any subscriber who shall not have so furnished his address. All notices and calls shall be signed by the Managers jointly, or by one of the firms constituting the Managers, with the approval of the other, on behalf of both.
9. Each of the firms constituting the Managers acts as a copartnership and in case of any change in either of said firms, such firm or its successor firm, as from time to time constituted, shall continue with all the powers, rights, and title vested in such firm hereunder without further act or assignment.
10. Duplicate originals of this agreement shall be signed by both of the firms constituting the Managers and one retained by each. Counterparts may be signed by subscribers and retained by the Managers, and all shall be taken and deemed one original instrument.
11. In consideration of the irrevocable rights in them vested hereunder and the promises of the several subscribers, and upon the terms and conditions herein contained, the Managers have become parties to, and in good faith will endeavor to consummate the purposes of, this agreement.
12. This agreement is entered into under and shall be construed in accordance with the laws of the State of.........