The preferred stock represented by this certificate is entitled to an annual cumulative dividend of per cent., payable out of net profits before any dividend is paid upon the common stock of the company. Should the net profits in any year be insufficient to pay said preferred dividend, either in whole or in part, any unpaid portion thereof shall become a charge against the net profits of the company and shall be paid in full out of said net profits before any dividends are paid upon the common stock. After the common stock in any year shall have also received a dividend of per cent., both the preferred and common stock shall participate equally in any further dividends that may be declared in that year.

On liquidation of the company said preferred stock shall receive any unpaid dividends accrued thereon and shall receive payment of its full par value of one hundred dollars ($100) per share from the assets of the company before anything is paid therefrom to the common stock, but shall not participate further in the distribution of said assets.

Witness the seal of the company and the signatures of its duly authorized officers this

(Corporate Seal.)

President.

5608. Preferred stock.

day of

The amount of capital stock is to be dollars is to be preferred stock, and

The said

-, 19—.

Secretary.

dollars, of which

dollars common stock.

dollars of preferred stock shall be entitled to re

ceive dividends at the rate of semiannually on the first days of —

per cent. per annum, payable and, in each year,

out of the earnings of said company in preference to any dividends upon the common stock, and said dividends shall be cumulative so that any deficiency in the dividends to be paid on said preferred stock in any years shall be made good out of the earnings of subsequent years before any dividends shall be paid upon the common stock. Such preferred stock shall not, however, be entitled to participate in any other or additional earnings or profits, but shall be entitled to be repaid in full upon any dis

tribution of the assets of said corporation in the event of insolvency or dissolution, before any distribution of capital shall be made to the holders of the common stock; and the amount of said preferred stock shall not be changed or altered by any reduction in capital of said corporation without the consent in writing of the holders of a majority thereof. The control and management of the said corporation is to be in the hands of the holders of the common stock so long as the business of the company is able to pay from its earnings, or reserve, dividends of per cent. per annum on all the preferred stock, the holders of such preferred shares to have no voting power so long as said dividends on said preferred shares shall not be earned and paid for a period of years, then and in such case the preferred stock of said corporation shall, upon the expiration of said — years, but in no event earlier than years, have the same voting power as the common shares, to wit, one vote for each share of stock.

5609. Underwriting contract.

Whereas,

of, hereinafter called the promoter, proposes to organize a corporation under the laws of the state of to be known as the company, hereinafter called the corporation, for the purpose of acquiring the stock, property and plants and taking over and consolidating the business of companies engaged in, named and located as follows: (here insert names of the companies), said corporation to have a capital stock of dollars, consisting of shares of per cent. preferred, and shares of common stock.

And whereas said promoter has obtained options for the purchase of all of said property of said companies at certain prices to be paid for partly in cash and partly in preferred and common stock of said corporation.

And whereas it will be necessary to provide at least —— dollars in cash in order to complete said purchase and provide the necessary working capital for said corporation.

And whereas it is deemed desirable to form a syndicate for the purpose of furnishing the cash required by underwriting and

guaranteeing a subscription to the preferred stock of such corporation at its par value, which syndicate shall be composed of those who subscribe hereto and which shall be represented by the bank of as managers.

And whereas such syndicate for so underwriting, guaranteeing and furnishing the amount of cash above mentioned is to receive as a commission there for from said promoter dol

lars of preferred and dollars of common stock, both fully paid up and nonassessable, which commission, after paying the fees of the bank above named, is to be divided among the undersigning subscribers in proportion to their subscriptions.

Now, therefore, in consideration of the premises, the undersigned subscribers each desiring to become a member of such syndicate, and for himself severally and not jointly, to underwrite and guarantee the purchase and payment of such stock to the extent of his subscription hereto, it is hereby agreed that the undersigned subscribers, each for himself, and not jointly, does hereby subscribe for so much of the preferred stock of the corporation as is set opposite our respective names upon the terms herein stated, and does hereby agree to pay to said bank in cash the full face value thereof upon days' notice. When payment is to be made, said bank shall issue negotiable receipts therefor, when ready to receive the same in exchange for certificates of stock in said corporation.

With each share of preferred stock subscribed and paid for each subscriber shall receive one full paid share of common stock of said corporation.

This agreement shall not become obligatory upon any of the parties hereto unless and until preferred stock to the amount of

dollars is underwritten according to the terms hereof, but shall immediately become obligatory when such amount is so subscribed. Said bank shall mail notice of this fact to said subscribers,

Said bank shall also have power to enforce this agreement either by suit upon subscriptions or by forfeiture of all payments made by parties in default, and may deprive the same of any right to participate in the benefit of this agreement.

It is further agreed that upon delivery by said promoter, or any one for him, of the certificates of stock in said corporation to said bank, the latter is hereby authorized to immediately pay over to such said promoter, or as he shall direct, the cash paid in by the subscribers hereto, and said promoter of said corporation shall in no way become responsible for the proper distribution of such shares to the subscriber hereto by the said bank.

If, for any reason, said promoter shall abandon the project of organizing said corporation, and shall so notify the said bank, then this agreement in all its parts shall become inoperative, and all sums paid by said subscribers shall be returned to them.

In witness, etc.

Names.

SUBSCRIBERS.

Addresses.

Number of Shares of
Preferred Stock.

5610. Articles of incorporation for agricultural association. We, the undersigned, with our respective residences set opposite our names, hereby voluntarily associate ourselves under the acts of the general assembly of the state of, approved

day of

19, as a voluntary association, to be known and designated as "The county agricultural association," by

articles of association as follows, to wit:

Article I.

The name of this association shall be the

tural association.

Article II.

county agricul

in

The principal or home office of this association shall be at county, state of, at which place its business. shall be transacted.

Article III.

The objects and purposes of this association are, and shall be, to promote and encourage agriculture; to encourage and promote

the breeding and improvement of live stock; to promote and encourage all matters relating to agriculture and horticulture; the cultivating and developing of speed in horses; and the encouragement and advancement of all mechanical arts.

Article IV.

The existence of said association shall continue for a period of years from the completion of its organization, unless sooner dissolved by a majority vote of all its stockholders.

Article V.

The capital stock of this association shall be dollars, which shall be divided into

shares of

Article VI.

dollars each.

The capital stock of this association shall be subscribed for by the subscribers signing these articles of association, and shall be paid for in cash on the completion of this organization.

Article VII.

The officers of this association shall consist of president, vicepresident, secretary, treasurer and six directors, and each of such officers shall be elected annually on the year hereafter.

Article VIII.

day of

of each

All moneys arising from the sale of the capital stock of this association, or which may accrue from any and all sources shall be paid directly to the secretary who shall give his receipt therefor, and all moneys received by him shall be by him paid over to the treasurer who shall receipt such secretary for the same.

Article IX.

The secretary and treasurer shall each execute a bond to be approved by the board of directors, conditioned on the faithful performance of their respective duties as such officers and for an accounting of all money which shall come into their hands as such officers, which bonds shall each be in the sum of dollars.