The undersigned, as Syndicate Manager, has organized a Syndicate of which you are part, to purchase under certain terms and conditions, a possible maximum of 92,057 voting trust certificates representing shares of capital stock of Molybdenum Corporation of America, a Corporation organized under the laws of the State of Delaware, which voting Trust Certificates have been listed on the Curb Exchange of New York. The number of voting Trust Certificates purchased contemporaneously herewith is 16,871, representing the aforesaid shares at the price of $5. per share. The remainder of said voting Trust Certificates representing said shares are to be purchased under the following conditions and at the following times. 10,000 shs at 5% as soon as any of said voting Trust Certificates are sold on the New York Curb Exchange at $71⁄2 per share 10,000 shs at 5% as soon as any of said voting Trust Certificates are sold on the New York Curb Exhange at $7 per share 10,000 shs at 54 as soon as any of said voting Trust Certificates are sold on the New York Curb Exchange at $84 10,000 shs at 64 as soon as any of said voting Trust Certificates are sold on the New York Curb Exchange at $84 11,681 shs at 61⁄2 as soon as any of said voting Trust Certificates are sold on the New York Curb Exchange at $94 12,000 shs at 7 as son as any of said voting Trust Certificates are sold on the New York Curb Exchange at 94 11,505 shs at 74 As soon as any of said voting Trust Certificates are sold on the New York Curb Exchange at 10%1⁄2 The agreement to purchase said voting Trust Certificates shall cease at the expiration of 60 days from and after July 26, 1933. The undersigned confirms your interest in this Syndicate to the extent of 3%, and it is understood that to the extent to which the undersigned at his absolute discretion shall make such purchases, same shall be proportionately confirmed and that you will promptly make payment on call for the shares so purchased by you. It is understood that any and all stock purchased pursuant to said agreement will be left with Redmond & Co. for sale at the direction and discretion of the undersigned. The undersigned shall incur no liability for any action taken hereunder in good faith. If the foregoing is in accordance with your understanding, will you please confirm your agreement herewith, by signing and returning the enclosed duplicate of this letter, and also your check for $2,530.65 being your proportionate amount of the cost of the initial purchase. Messrs. REDMOND & CO., LEE WARREN JAMES. COMMITTEE EXHIBIT 78-N DETROIT, MICH., July 3, 1931. 48 Wall Street, New York, N.Y. GENTLEMEN: This letter will confirm the fact that on June 26, 1931, we formed a joint account to trade in the capital stock of Guardian Detroit Union Group, Inc., a Michigan corporation. The interests and liabilities in this account are as follows: Messrs. Harris, Small & Co., 1400 Penobscot Building, Detroit, Michigan-- 25% Messrs. William C. Roney & Co., 2232 Union Guardian Building. Detroit, Michigan... 25% Messrs. Edward B. Smith & Co., 15 Broad Street, New York, New York. 25% Messrs. Redmond & Co., 48 Wall Street, New York, New York.. 25% All losses which may accrue to this account will be shared in proportion to the respective interests as outlined above, and all profits shared in like proportion. Unless approved in writing by all parties to this agreement, it is expressly understood that this account shall not be long at any time more than 2,000 shares of Guardian Detroit Union Group, Inc., capital stock. The maximum short position which this account may assume at any one time is 10,000 shares of the same stock. The manager of this account shall be Messrs. Harris, Small & Co., who will act without compensation and without liability for the conduct of the account except for lack of good faith. The manager shall have the right to appoint agents in connection with this operation without liability other than for the exercise of ordinary care in the appointment. The manager shall be reimbursed for commissions, taxes, counsel fees and other expenses in the discretion of the manager deemed necessary. The members, by accepting an interest in this account, agree promptly to meet, to the extent of their respective proportions, all calls of the manager for capital and expenses incident to the trading operations. The manager will also have the right to call upon members to carry, for the benefit of this account, their proportionate share of stock which the account may be long at any time, which stock will be subject to recall by the manager. Any notice or call by the manager may be sent by mail or telegraph to the last known address of the member. The records of this account will be kept in the offices of the manager. The manager will have the right to borrow money for the benefit of the account and may hypothecate such assets as the account may hold as security for such loan or loans as they may negotiate from time to time for the account's benefit. We represent that we hold an option from Messrs. Keane, Higbie & Co. to purchase 17,500 shares of the capital stock of Guardian Detroit Union Group, Inc., in various amounts and prices ranging from $40 to $55 a share. A copy of this option is attached hereto. In consideration of $5, and other valuable considerations, paid to us by the other parties to this agreement, we hereby assign the said option to this account. Nothing in this letter is to be construed to mean that the manager of this account is a partner of the other members or that the members are partners of each other. Unless soon dissolved by mutual consent, this account will extend for the life of the option referred to above. It is agreed that any member of this account may withdraw upon ten days' notice to the manager, without liability, except for the satisfaction of all obligations of said withdrawing member under the terms of this agreement, to the date of withdrawal. Upon failure of any member of this account to perform any of his undertakings, the manager shall have the right to exclude such member from further interest and participation in this account and to hold such member liable for damages caused by such failure. Anything in this agreement to the contrary notwithstanding, the obligations in this agreement are several and not joint. No member of this account may sell, assign, transfer or pledge any interest either in the assets of the account or its right as a member without written consent of the manager. Kindly indicate your approval of the terms of this agreement, as of June 26, 1931, by signing and returning to us the enclosed duplicate copy. This agreement may be executed in one or more counterparts and each shall constitute an original. Yours very truly, 44 Wall Street, New York City. DEAR SIR: This letter will confirm the fact that we have this day formed an undivided joint account between ourselves to trade in the common stock of Warren Foundry & Pipe Corporation as the same is now constituted. The interests and liabilities in the account are as follows: Any net losses arising from the operation of this account will be shared by the members in proportion to their respective interests as above and any net profits which may accrue to the account will be distributed as follows: Redmond & Co---- Ned D. Biddison__. W. J. Buescher__ 46% 36% 9% 9% The division of profits, as outlined above in favor of Redmond & Co., is compensation for valuable options confirmed below to the account and for the services of Redmond & Co. as Managers of the account, in which capacity they will serve with full discretionary power and without responsibility except for lack of good faith. This letter also confirms that Redmond & Co. grants an option to this account on all or any part of 10,000 shares of Warren Foundry & Pipe Corporation common stock until the close of business September 15, 1930, at the following prices: Unless otherwise agreed in writing, this account will at no time have a long commitment in the common stock of Warren Foundry & Pipe Corporation and will at no time have a short commitment for a greater amount of stock than that which may be called for by the option from time to time. No member of this trading account shall be entitled, as of right, to receive any assets which at any time may be held by it. Apportionment and distribution by the Managers of the profits, losses, and expenses, and the written statement of the Managers with respect to same shall be conclusive upon the participants. The account will extend from this day until the close of business September 15, 1930, unless sooner dissolved by the Managers and may be extended for a further period or periods by mutual consent. Nothing in this letter is to be construed to mean that the Managers of this account are partners with the participants or that the participants are partners with each other. Kindly acknowledge the acceptance of your interest in this trading account by signing and returning to us the enclosed duplicate copy of this letter. Very truly yours, BRG: T Approved: W. J. BUNCHER. COMMITTEE EXHIBIT 78-P THE HARTMAN CORPORATION, REDMOND & Co., 48 Wall St., New York City. (Attention Mr. Charles Reed.) GENTLEMEN: For and in consideration of One Dollar ($1.00), receipt of which is hereby acknowledged, I hereby grant to Redmond & Co. an option on the "B" stock of The Hartman Corporation, as follows: This option shall be good for thirty days from February 19, 1931. I shall only have the right to cancel any uncalled amount of stock providing the matter I spoke to you about shall become definite during this period. Stock shall be called for in units of not less than one thousand (1,000) shares. You shall pay for such "called" stock in cash at any place that I may designate. In consideration for the granting of this option, the said Redmond & Company agree to pay me upon the expiration of this option thirty-three and onethird per cent (33%%) of the net profits that shall accrue as a result of this option. It is agreed that I, or my representative, shall have the right during the life of the option or upon the settlement of the final profits, to inspect this account. Very truly yours Accepted: MARTIN L. STRAUS. REDMOND & COMPANY. MARCH 31, 1931. 48 Wall Street, New York City. GENTLEMEN: I hereby grant you an option on fifteen thousand (15,000) shares of the "B" stock of the Hartman Corporation at five dollars per share, for fifteen days. In consideration of the granting of this option, I shall receive 33% % of the profits in this account, with no liability. Very truly yours, REDMOND & COMPANY, 48 Wall Street, New York City. MARTIN L. STRAUS. JULY 15, 1930. GENTLEMEN: For and in consideration of One Dollar, ($1.00), receipt of which is hereby acknowledged, I hereby grant to Redmond & Company, an option on the common stock of the Hartman Corporation, as follows: This option shall be good for thirty days from July 15th, and shall cancel all previous options granted by me. DEAR SIRS: Referring to the proposed Agreement to bear even date herewith between Morris Plan Shares Corporation, as party of the first part, and you and the undersigned Redmond & Co., Manufacturers Trust Company and Bertles, Rawls & Donaldson, Inc., as parties of the second part, we hereby confirm the understanding heretofore existing between you and ourselves that in consideration of the execution by you simultaneously herewith of said Agree ment, we hereby agree with you jointly and severally that said Agreement when executed by you and said Redmond & Co., Manufacturers Trust Company and Bertles, Rawls & Donaldson, Inc. shall be made for the joint account of your firm and all of the undersigned, respectively, in the following proportions: Hallgarten & Co______ Redmond & Co.. Manufacturers Trust Company Bertles, Rawls & Donaldson, Inc-- 25% 25% 25% 25% and the rights and benefits accruing from said Agreement when executed and the obligations and liabilities resulting therefrom shall be borne by you and us in like proportion. Morris Plan Shares Corporation shall have an interest of not more than 12%, subject to proportionate reduction, in the event that the number of Units taken down by it from those purchased by the Bankers under said Agreement does not equal that percentage, and the other parties hereto hereby cede such interest to said corporation. Any reduction in the participation of Morris Plan Shares Corporation shall be distributed among the other participants in proportion to their respective interests. You are hereby authorized by us to act on behalf of the Bankers therein in all respects, to exercise any and all options granted thereby or contained in any agreement executed pursuant thereto, and to sign on behalf of yourselves and the undersigned as Syndicate Managers separate Syndicate and/or Selling Group agreements for the purchase and/or sale of so many of the Units or warrants to be purchased or delivered to the Bankers under said Agreement and on such terms, at such prices and in such form as you in your sole discretion may determine and to become members of and/or act as Managers of such Syndicate Managers and/or Selling Group Managers; to keep the Syndicate and/or Selling Group books for such Syndicates; to manage any trading account in which you and we participate for the purpose of dealing in part in the securities covered by said Agreement, and to sign all documents or letters in connection with the Syndicates or Selling Groups on behalf of the Syndicate and Selling Group Managers. You are hereby authorized to publish, in your discretion, circulars and advertisements on behalf of the undersigned and on behalf of any such Syndicate and/or Selling Group, in such form and signed by such names as you may determine. Kindly confirm your acceptance of the foregoing by placing your signature under the word "Accepted" at the foot of this letter and the same will thereupon constitute a binding agreement between you and ourselves. Yours very truly, Accepted: HALLGARTEN & Co., By COMMITTEE EXHIBIT 78-R AGREEMENT, made this 27th day of June, 1929, by and between JOHN BURNHAM & COMPANY, INC., of Chicago, Illinois, party of the first part, and the other subscribers hereto, parties of the second part. WHEREAS, the party of the first part and the second part desire to form a Syndicate for the purpose of purchasing and selling the shares of Common Stock (hereinafter called the "shares"), of ZENITH RADIO CORPORATION, (hereinafter called the "Company") (the said parties of the first part and the second part being hereinafter called severally the "Participants" and collectively the "Syndicate"), and the party of the first part relying upon the covenants and agreements of the participants as hereinafter set forth, is ready and willing to undertake to form a Syndicate for the purpose herein mentioned. |