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[[watermark - SPECIMEN]] New York World's Fair 1939 Incorporated PART PAID ALLOTMENT CERTIFICATE THIS CERTIFIES THAT THERE HAS BEEN ALLOTTED TO [[dotted line]] or recorded assigns, (hereinafter referred to as the "subscriber") [[line]]DOLLARS principal amount of Four Per Cent. Debentures due January 1, 1941, of NEW YORK WORLD'S FAIR 1939 INCORPORATED, a New York membership corporation, (hereinafter referred to as the "Company"), at a subscription price equal to the principal amount of the Debentures allotted hereunder. Said Debentures are issuable under a certain Indenture by and between the Company and Manufacturers Trust Company, as Trustee, dated as of November 10, 1936, authorizing the issuance of not exceeding $30,000,000 principal amount of said Debentures. The Company hereby agrees that there shall not be outstanding at any one time Part Paid Allotment Certificates, providing for the issuance of such Debentures, in an aggregate principal amount in excess of the aggregate principal amount of the Debentures at the time remaining unissued under the aforementioned Indenture. The subscription price is payable in partial amounts as follows: ten per cent. (10%) on or before January 1, 1937, twenty per cent. (20%) on May 1, 1937, twenty per cent. (20%) on October 1, 1937, twenty per cent. (20%) on April 1, 1938, twenty per cent. (20%) on July 1, 1938, and ten per cent. (10%) on October 1, 1938. Not less than ten (10) days before the date fixed for payment of each partial amount (except the first) of the subscription price, a notice setting forth the percentage of the subscription price and the date on which, and the place at which the same shall be payable, shall be mailed by the Company first class postage prepaid to the record owner hereof at this address appearing on the records of the Company kept by the Agent; but failure to receive any such notice shall not prevent such partial amount from becoming due and payable as hereinabove set forth. All payments on account of the subscription price must be made in New York funds to Manufacturers Trust Company, as Agent of the Company, at its principal office 55 Broad Street, New York, N. Y. Any partial amount of the subscription price or payment in full thereof may be anticipated, but no interest shall be paid on such anticipated payments prior to their respective due dates as hereinafter provided. In the event of default in the payment, when due, of any partial amount of the subscription price, the Company, in addition to its other remedies and at its option, may upon thirty days' notice by mail, first class postage prepaid, to the record owner hereof at his address appearing on the records of the Company kept by the Agent, declare this Allotment Certificate and all previous payments thereon forfeited; and unless such default shall be remedied before the expiration of such 30-day period, this Allotment Certificate and all previous payments thereon shall thereupon be forfeited, and the subscriber shall thereupon surrender this Allotment Certificate to the Company. The Company may, upon such forfeiture, sell this Allotment Certificate and all the right, title and interest of the subscriber hereunder, and to and in respect of the delivery or allotment of the Debentures hereby allotted, at public or private sale, without further notice to the subscriber. The Company, in the event of any such default, shall also be entitled to recover judgment against the subscriber for the full unpaid balance of all partial amounts of the subscription price, whether or not such partial amounts shall at the time be payable according to the above provisions of this Allotment Certificate. The Company may also, at its option, accept delayed payment of any partial amount of the subscription price upon payment by the subscriber of interest on such delayed partial amount, from the date fixed herein for the payment thereof to the date of the receipt by the Agent of the delayed payment, at the rate of Four Per Cent. (4%) per annum. This Allotment Certificate and all rights and interests represented hereby are transferable on the records of the Company kept for the purpose at the aforementioned office of Manufacturers Trust Company, as Agent aforesaid; provided however that (1) all partial payments of the subscription price theretofore due and payable hereunder and all interest payable on delinquent partial payments thereof, as hereinabove provided, shall have been paid; (2) this Allotment Certificate shall be surrendered at the principal office of Manufacturers Trust Company in the City of New York, duly endorsed in blank for transfer by the record owner hereof, or his duly authorized attorney, with the signature on said endorsement guaranteed by a New York bank or trust company or bank or trust company having a New York correspondent, and accompanied by the amount of any transfer tax which may be payable; (3) the Company shall consent to such transfer, subject to such requirements as it may from time to time prescribe, in a writing executed by its Treasurer or an Assistant Treasurer and filed with the Manufacturers Trust Company. The Company and the Agent may deem and treat the record owner of this Allotment Certificate as the holder and owner hereof for all purposes. The Company hereby promises to pay interest to the subscriber on each partial amount of the subscription price, (in the case of the first partial payment from January 1, 1937, and in the case of each subsequent partial amount from the date on which such subsequent partial amount is payable, as hereinbefore set forth), at the principal office of the Manufacturers Trust Company, in the City of New York, N. Y., at the rate of Four Per Cent (4%) per annum in such coin or currency of the United States of America as at the time of payment shall be legal tender for payment of public and private debts, semi-annually on the first day of January and the first day of July in each year until December 31, 1938. Upon payment in full of the subscription price as hereinabove set forth, and all interest payable by the subscriber on delayed partial payments thereof, as hereinabove provided (but in no case prior to January 1, 1939), and upon surrender of this Allotment Certificate for cancellation at the principal office of the Manufacturers Trust Company in the City of New York, duly endorsed in blank (if required by the said Trust Company) the Company agrees to issue and deliver to the record owner hereof the Debentures allotted to him hereby. Such Debentures shall be dated January 1, 1939, and shall bear interest at the rate of Four Per Cent (4%) per annum from such date, as set forth in the above-mentioned Indenture. No recourse shall be had for the payment of interest on this Allotment Certificate, for the issuance and delivery of any Debenture or for any claim based hereon, or otherwise in respect hereof against any incorporator, or against any past, present or future stockholder, member, director, or officer of the Company, or any successor corporation, either directly or through the Company, or any such successor corporation, whether by virtue of any constitution, statute or rule of law or by the enforcement of any assessment or penalty or otherwise howsoever; all such liability being by the acceptance hereof and as part of the consideration for issuance hereof expressly waived and released by every holder or owner hereof. The Company may close its books for the recording and transfer of Allotment Certificates for a period not to exceed ten (10) days before the date fixed for any semi-annual payment of interest or for payment of any partial amount of the subscription price. This Allotment Certificate is not valid until countersigned by the Registrar. WITNESS the facsimile signature of the President of the Company, a facsimile of its corporate seal and the signature of a duly authorized officer of the Company's Agent. Dated: Countersigned: The Marine Midland Trust Company of New York, By, Registrar, Assistant Secretary NEW YORK WORLD'S FAIR 1939 INCORPORATED By President MANUFACTURERS TRUST COMPANY, By Agent, Authorized Officer [[image-double circle]] [[watermark - SPECIMEN]]
