APPENDIX OF FORMS.

FORM I.

SUBSCRIPTION TO CAPITAL STOCK1

PRIOR TO ORGANIZATION OF COMPANY.

Whereas, It is proposed to organize under the laws of the state of Delaware, or by such other name as the parties in a corporation to be known as interest may determine; and

Whereas, It is proposed that said company shall have a capital stock of dollars, and shall transact the business of

Now, therefore, the signers hereto, in consideration of their mutual promthe promoter ises, do severally agree to and with each other, and with and founder of said company, that they will take, and they do hereby severally subscribe to the capital stock of said company to the amount of the par value of stock set opposite their respective names.

This agreement is conditioned upon the procuring by said dollars to said capital stock. scriptions of at least

of sub

Dated at

Witness:

1

FORM II.

SUBSCRIPTION TO STOCK IN CORPORATION TO BE FORMED.
See supra, p. 510.

Note. See cases, supra, pp. 471-510.

Copy furnished by Delaware Charter, Guarantee and Trust Company, Wilmington, Del. See form II, next, and paragraph 1, form XVI, infra. The forms herein printed, numbered I, VI, VIII, IX, X, XI, XII, XIII, XV and XVI, were all furnished by the Delaware Charter, Guarantee and Trust Company, and are printed by their permission. They furnish such forms to those who wish to incorporate under the Delaware laws, and have an office in that state with them.

(2065)

Second. Its principal office and place of business in the state of Delaware is to be located in the city of Wilmington, county of New Castle. The agent in charge thereof is the Delaware Charter, Guarantee and Trust Company.

Third. The nature of the business and the objects and purposes proposed to be transacted, promoted and carried on, are to do any or all of the things herein mentioned, as fully and to the same extent as natural persons might or could do, and in any part of the world, viz:

In furtherance and not in limitation of the general powers conferred by the laws of the state of Delaware, and the objects and purposes herein set forth, it is expressly provided that this corporation shall also have the following powers, viz:

To take, own, hold, deal in, mortgage or otherwise lien, and to lease, sell, exchange, transfer, or in any manner whatever dispose of real property, within or without the state of Delaware, wherever situated.

To manufacture, purchase or acquire in any lawful manner, and to hold, own, mortgage, pledge, sell, transfer, or in any manner dispose of, and to deal and trade in goods, wares, merchandise and property of any and every class and description, and in any part of the world.

To acquire the good-will, rights and property of any person, firm, association or corporation; to pay for the same in cash, the stock of this company, bonds or otherwise; to hold or in any manner to dispose of the whole or any part of the property so purchased; to conduct in any lawful manner the whole or any part of any business so acquired, and to exercise all the powers necessary or convenient in and about the conduct and management of such business. To apply for, or in any manner to acquire, and to hold, own, use and operate, or to sell or in any manner dispose of, and to grant license or other rights in respect of, and in any manner deal with, any and all rights, inventions, improvements and processes used in connection with or secured under letters patent or copyrights of the United States or other countries, and to 1 See Forms V and VII, and paragraph 2, Form XVI.

work, operate or develop the same, and to carry on any business, manufacturing or otherwise, which may directly or indirectly effectuate these objects or any of them.

To purchase, hold, sell, assign, transfer, mortgage, pledge or otherwise dispose of, the shares of the capital stock of, or any bonds, securities or evidences of indebtedness created by any other corporation or corporations of this state or any other state, country, nation or government, and while owner of said stock may exercise all the rights, powers and privileges of ownership, including the right to vote thereon, to the same extent as natural persons might or could do.

To enter into, make and perform contracts of every kind with any person, firm, association or corporation, municipality, body politic, county, territory, state, government or colony or dependency thereof, and without limit as to amount to draw, make, accept, indorse, discount, execute and issue promissory notes, drafts, bills of exchange, warrants, bonds, debentures, and other negotiable or transferable instruments and evidences of indebtedness, whether secured by mortgage or otherwise, as well as to secure the same by mortgage or otherwise, so far as may be permitted by the laws of the state of Delaware. To have offices, conduct its business and promote its objects within and without the state of Delaware, in other states, the District of Columbia, the territories and colonies of the United States and in foreign countries.

To do any or all of the things herein set forth to the same extent as natural persons might or could do, and in any part of the world, as principals, agents, contractors, trustees or otherwise, and either alone or in company with others.

In general to carry on any other business in connection therewith, whether manufacturing or otherwise, not forbidden by the laws of the state of Delaware, and with all the powers conferred upon corporations by the laws of the state of Delaware.

is

Fourth. The amount of the total authorized capital stock of this corporation dollars ($), divided into - shares, of dollars

each.

The amount of capital stock with which it will commence business is

shares, of

dollars ($) each.

-)

dollars ($ -), being Fifth. The names and places of residence of each of the subscribers to the capital stock are as follows:

NAME.

RESIDENCE.

Sixth. The existence of this corporation is to be perpetual.

Seventh. The affairs of this corporation are to be conducted by a board of not less than three directors, the number to be determined by the by-laws and elected at such times and places as may be determined in the by-laws, and the said directors shall appoint or elect such officers as the by-laws may prescribe.

Eighth. This corporation may become seized and possessed of either real or personal estate, or both, to the value of dollars.

Ninth. The highest amount of indebtedness or liability which this corpora. tion may at any time incur shall be dollars.

Tenth. The private property of the stockholders shall not be subject to the payment of corporate debts to any extent whatever.

Eleventh. The directors shall have power to make and to alter or amend the by-laws; to fix the amount to be reserved as working capital, and to authorize, and cause to be executed, mortgages and liens, without limit as to amount, upon the property and franchises of this corporation.

With the consent in writing, and pursuant to a vote of the holders of

per cent. of the capital stock issued and outstanding, the directors shall have authority to dispose, in any manner, of the whole property of this corporation.

The by-laws shall determine whether and to what extent the accounts and books of this corporation, or any of them, shall be open to the inspection of the stockholders; and no stockholder shall have any right of inspecting any account, or book, or document of this corporation, except as conferred by law or the by-laws, or by resolution of the stockholders.

The stockholders and directors shall have power to hold their meetings and keep the books, documents and papers of the corporation outside of the state of Delaware, at such places as may be from time to time designated by the by-laws or by resolution of the stockholders, except as otherwise required by the laws of Delaware.

It is the intention that the objects, purposes and powers specified in the third paragraph hereof shall, except where otherwise specified in said paragraph, be nowise limited or restricted by reference to or inference from the terms of any other clause or paragraph in this certificate of incorporation, but that the objects, purposes and powers specified in the third paragraph, and in each of the clauses or paragraphs of this charter, shall be regarded as independent objects, purposes and powers.

We, the undersigned, for the purpose of forming a corporation under the laws of the state of Delaware, do make, record and file this certificate, and do certify that the facts herein stated are true; and we have accordingly hereunto set our respective hands and seals. Dated at

appeared before me

A. D.

Be it remembered, that on this day of -, personally parties to the foregoing certificate of incorporation, known to me personally to be such, and I, having first made known to them and each of them the contents of said certificate, they did each severally acknowledge that they signed, sealed and delivered the same as their several voluntary act and deed, and each deposed that the facts therein stated were truly set forth.

Given under my hand and seal of office, the day and year aforesaid. [SEAL.]