SHAREHOLDERS’AGREEMENT.doc

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1、SHAREHOLDERSAGREEMENTThe agreement,made this day of， _by and between _， a corporation duly organized and existing under the laws of mexico and having its principal office at_mexico (hereinafter referred to as “_ ”)，represented by_and _ ，a corporation duly organized and existing under the laws of_ an

2、d having its principal office at (hereinafter referred to as “_ ”)， represented by_.SETHWHEREAS，_ has been established with the purpose _among other things， of investing _ business， and is now desirous of becoming engaged in the manufacturing and selling Contract business;WHEREAS， _ has for many yea

3、rs been engaged in _， among other things， research， development and production of certain Contract Products and in the sale of such Products in various parts of the world; WHEREAS， _ has experience in manufacturing Contract PRODUCTS in overseas coun-tries and is therefore capable of furnishing techn

4、ical assistance for manufacturing such PRODUCTS.WHEREAS， _ and _ are desirous of cooperating with each other in jointly setting-up a new company in Mexico to manufacture Contract PRODUCTS hereinafter more particularlydescribed; andWHEREAS，_ and_ are desirous that said new company will obtain technic

5、al assistance from _ for manufacturing such PRODUCTS and _ is willing to furnish such technical assistance to the new company; NOW， THEREFORE in consideration of the premises and the mutual covenants herein contained， it is hereby mutually agreed as follows:CLAUSE 1. INCORPORATION OF NEW COMPANY:1.1

6、 For the purpose of forming a new company to engage in manufacturing and selling the “PRODUCTS”defined in 2.1 of CLAUSE 2， both parties hereby agree to incorporate jointly in Mesico a stock Corporation of variable capital under the Commercial Code of Mexico， with such corporations Articles of Incorp

7、oration to be in the form attached hereto as Exhibit A， which shall be an integral part of this Agremment， such new corporationto be hereinafter referred to as “PCAM”.The name of FCAM shall be:subjectto the provisions of Articles of Incorporation of FCAM.1.2 The percentage ownership of the respectiv

8、e parties hereto in the capital stock of FCAM shall be，_and its three designees an aggregate of fifty-one percent (51%)， and _ and its three designees. an aggregate of forty-nine percent (49% )， which percentage shall bemaintained without change at all times during the term of this Agreement， unless

9、 otherwise expressly agreed in writing by both parties hereto. In order to conform to the requirements of Mexican law that a stock corporation shall at all times have at least five (5) shareholders. each of _ and _ may appoint three (3)designees， each of whom shall own one (1)， but not more than one

10、 (1)， share of FCAM out of their respective shareholdings during the term of this Agreement._ and_ shall at all times be responsible for their respective designees compliance with the provjsions of thisAgreement and the Articles of INcorporation of FCAM applicable to X and Y so long as any of them o

11、r their successors or assigns hold said shares of FCAM. prior to the appointment of them or their successors or assigns hold said shares of FCAM. prior to the appointment of such designees._and _shallconsult with each other.1.3 During the term of this Agreement， neither party hereto shall (whether v

12、oluntarily or by operation of law or otherwise sell， assign， transfer， mortgage， pledge， encumber， grant a security interest in， or in any other manner dispose of attempt to dispose of (hereinafter sometimes referred to as “dispose” or “disposition”)， any or all of the shares of FCAM (or any right o

13、r interest therein) which may now or hereafterbe owned by either party hereto， execpt in accordance with the terms and conditions of this Agreementand the Artticles of Incorporation of FCAM.1.4 _s investment in the initial capitial of FCAM or in any subsequent increase of the authorities of the_ Gov

14、ernment.1.5 Promptly after the incorporation of FCAM， both parties hereto shall cause FCAM to file application for and obtain its own registration as well as that for X and Ys shares in FCAM at the National Registry of Foreign Investment of the Mexican Government as required by the Law to promote Me

15、xican Investments and to Regulate Foreign nvestments.CLAUSE 2. PRODUCTS TECHNICAL ASSISTANCE:2.1 Products to be manufactured and sold by FCAM shall be _specified to be hereinafter referred to as “contract PRODUCTS”. other type may be added as “Contract PRODUCTS” if and when mutually agreed by_ and _

16、 .2.2.Both parties hereto agree that _ shall furnish to FCAM certain license and technical assistance for anufacturing PRODUCTS to the extent provided in the Technical Assistance Agreement to be concluded betweenFCAM and _ in the form attached thereto asExhibit B.(hereinafter referred to as the “Tec

17、hnical AssistanceAgreement”).CLAUSE 3. MARKETING PRODUCTS:3.1 AS it is most efficient and economical and therefore it is for the best interest of FCAM， sale of Contract PRODUCTS manufactured by FCAM shall be directly made by FCAM itselfto third party _in Mexico.3.2 When export of Contract PRODUCTS m

18、anufactured by FCAM is recommended by export through _ ， since it is for the interest of FCAM inmaking export to use the international sales facilities of _ and also since The agreement,made this day of， 19 by and between xxx， a corporation duly organized and existing under the laws of mexico and ha

19、ving its principal office at_mexico (hereinafter referred to as “_ ”)，represented by_and _ ，a corporation duly organized and existing under the laws of_ and having its principal office at (hereinafter referred to as “_ ”)， represented by_.SETHWHEREAS，_ has been established with the purpose _among ot

20、her things， of investing _ business， and is now desirous of becoming engaged in the manufacturing and selling Contract business;WHEREAS， _ has for many years been engaged in _， among other things， research， development and production of certain Contract Products and in the sale of such Products in v

21、arious parts of the world; WHEREAS， _ has experience in manufacturing Contract PRODUCTS in overseas coun-tries and is therefore capable of furnishing technical assistance for manufacturing such PRODUCTS.WHEREAS， _ and _ are desirous of cooperating with each other in jointly setting-up a new company

22、in Mexico to manufacture Contract PRODUCTS hereinafter more particularlydescribed; andWHEREAS，_ and_ are desirous that said new company will obtain technical assistance from _ for manufacturing such PRODUCTS and _ is willing to furnish such technical assistance to the new company; NOW， THEREFORE in

23、consideration of the premises and the mutual covenants herein contained， it is hereby mutually agreed as follows:CLAUSE 1. INCORPORATION OF NEW COMPANY:1.1 For the purpose of forming a new company to engage in manufacturing and selling the “PRODUCTS”defined in 2.1 of CLAUSE 2， both parties hereby ag

24、ree to incorporate jointly in Mesico a stock Corporation of variable capital under the Commercial Code of Mexico， with such corporations Articles of Incorporation to be in the form attached hereto as Exhibit A， which shall be an integral part of this Agremment， such new corporationto be hereinafter

25、referred to as “PCAM”.The name of FCAM shall be:subjectto the provisions of Articles of Incorporation of FCAM.1.2 The percentage ownership of the respective parties hereto in the capital stock of FCAM shall be，_and its three designees an aggregate of fifty-one percent (51%)， and _ and its three desi

26、gnees. an aggregate of forty-nine percent (49% )， which percentage shall bemaintained without change at all times during the term of this Agreement， unless otherwise expressly agreed in writing by both parties hereto. In order to conform to the requirements of Mexican law that a stock corporation sh

27、all at all times have at least five (5) shareholders. each of _ and _ may appoint three (3)designees， each of whom shall own one (1)， but not more than one (1)， share of FCAM out of their respective shareholdings during the term of this Agreement._ and_ shall at all times be responsible for their re

28、spective designees compliance with the provjsions of thisAgreement and the Articles of INcorporation of FCAM applicable to _ and _ so long as any of them or their successors or assigns hold said shares of FCAM. prior to the appointment of them or their successors or assigns hold said shares of FCAM.

29、 prior to the appointment of such designees._and _shallconsult with each other.1.3 During the term of this Agreement， neither party hereto shall (whether voluntarily or by operation of law or otherwise sell， assign， transfer， mortgage， pledge， encumber， grant a security interest in， or in any other

30、manner dispose of attempt to dispose of (hereinafter sometimes referred to as “dispose” or “disposition”)， any or all of the shares of FCAM (or any right or interest therein) which may now or hereafterbe owned by either party hereto， execpt in accordance with the terms and conditions of this Agreeme

31、ntand the Artticles of Incorporation of FCAM.1.4 _s investment in the initial capitial of FCAM or in any subsequent increase of the authorities of the_ Government.1.5 Promptly after the incorporation of FCAM， both parties hereto shall cause FCAM to file application for and obtain its own registratio

32、n as well as that for X and Ys shares in FCAM at the National Registry of Foreign Investment of the Mexican Government as required by the Law to promote Mexican Investments and to Regulate Foreign nvestments.CLAUSE 2. PRODUCTS TECHNICAL ASSISTANCE:2.1 Products to be manufactured and sold by FCAM sha

33、ll be _specified to be hereinafter referred to as “contract PRODUCTS”. other type may be added as “Contract PRODUCTS” if and when mutually agreed by_ and _ .2.2.Both parties hereto agree that _ shall furnish to FCAM certain license and technical assistance for anufacturing PRODUCTS to the extent pro

34、vided in the Technical Assistance Agreement to be concluded betweenFCAM and _ in the form attached thereto asExhibit B.(hereinafter referred to as the “Technical AssistanceAgreement”).CLAUSE 3. MARKETING PRODUCTS:3.1 AS it is most efficient and economical and therefore it is for the best interest of

35、 FCAM， sale of Contract PRODUCTS manufactured by FCAM shall be directly made by FCAM itselfto third party _in Mexico.3.2 When export of Contract PRODUCTS manufactured by FCAM is recommended by export through _ ， since it is for the interest of FCAM inmaking export to use the international sales faci

36、lities of _ and also since _ hasand expects to have commercial dealings and commitiments under exclusive sales rights covering certain of its products in which the Contract Products are included， in countries of the world， and therefore FCAMs attempts to ex-port otherwise through _ could cause a ser

37、ious breach on the part of _ of legalcommitments which _ has with third parties.It shall be entitled to reasonable sales commissions or other remuneration for its handing of exports ofFCAMs PRODUCTS as hereinabove contemplated， as will be determined between FCAM and _ .CLAUSE 4. TRADEMARK:4.1 Both p

38、arties hereto agree that unless otherwise agreed by them， the trademarks used on all PRODUCTS manufactured by FCAM shall be _ which are owned by _ ， provided that use by FCAM of such trademarks shall be subject to and governed by the terms and Conditions of the Trademark License Agreement to be conc

39、luded between FCAM and _ in the form attached hereto as Exhibit C， (hereinafter referred to as the “Trademark License Agreement”).4.2 _ hereby agrees for itself and also agrees to cause FCAM to agree that FCAM shallchoose to use the trademarks _ alone and not in a linked or conjoined form with anoth

40、er Mexican trademark， unlesssuch linked or conjoined use is required by Mexican Law，and further that if and to the extent that such linked or conjoined use is legally required but exemption from complying with the linking or conjoining obligation is lawfully available，_ shall use its best efforts to

41、 obtain or cause FCAM to obtain such exemption.Should a linked or conjoined use with a Mexican trademark be finally and compulsorily required， then such a Mexican trademark shall be a trademark which shall be mutually agreed upon by _ and _ and which shall be the property of FCAM.CLAUSE 5. MANAGEMEN

42、T OF “FCAM”:5.1 Both parties hereto agree that management of FCAM shall be vested in the Board of Directors of FCAM， inccordance with the Articles of Incorporation of FCAM and any applicable provisions of this Agreement.5.2 Both parties here agree that vesting management of FCAM in its Board of Dire

43、ctors requires such Boardto be responsible， among others， for approving the overall business plan of FCAM to be submitted to both parties hereto for review and approval,and formonitoring the business plan approved by both parties.5.3 Notwithstanding the provision of 5.1 above. both parties hereto sh

44、all， as often as either party hereto may desire， consult with each other seeking mutual agreement， in good faith and in mutual trust. on all matters that either of the parties hereto may desire to so discuss relating to the conduct of the business of FCAM or management of FCAM， prior to discussion a

45、nd decision at a meeting of the Board of Directors or a general meeting of theshare-holders of FCAM. Such matters shall include the following， which are described by way of example but notlimitation:(1) Business or management policy to be followed by FCAM;(2) Short， middle and long term business pla

46、n and its amendments;(3) Increase or decrease of the capital stock;(4) Increase or decrease in the number of members of the Board of Directors， or relection of the Directors; (5) Review and approval of the financial statements and distribution of profits foreach fiscal year of FCAM. with regard to D

47、eclaration of Dividends and distribution of profits of FCAM， it is the intention of both parties hereto to follow a policy wherebythere will always be sufficient internal reserves provided for the healthy operation of the business before dividends are declared and paid. Also， it is the intention of

48、both parties hereto to arrive at any such Dividend Declarations and payments through a process of mutualagreement.(6) Financing of operations and expansion of FCAM (7) Important personnel affairs;(8) Expansion of production capacity;(9) Commitment of FCAM to any agreement or other arrangement the performance of which will extend beyondare year;(10) Introduction of new products (11) Hiring of examiners and