SHAREHOLDERS²' AGREEMENT

    THE AGREEMENT, MADE THIS DAY OF 20__ BY AND BETWEEN XXX, A CORPORATION DULY ORGANIZED AND EXISTING UNDER THE LAWS OF MEXICO AND HAVING ITS PRINCIPAL OFFICE AT________ MEXICO (HEREINAFTER REFERRED TO AS “X”), REPRESENTED BY_________AND YYY, A CORPORATION DULY ORGANIZED AND EX－ISTING UNDER THE LAWS OF_____________ AND HAVING ITS PRINCIPAL OFFICE AT (HEREINAFTER REFERRED TO AS“Y”), REPRE－SENTED BY__________.

    WITNESSETH

    WHEREAS, X 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, Y 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 various parts of the world; WHEREAS, Y has experience in manufacturing Contract PRODUCTS in overseas countries and is therefore capable of furnishing technical assistance for manufacturing such PRODUCTS.

    WHEREAS, X and Y are desirous of cooperating with each other in jointly⁴ setting-up a new company in Mexico to manufacture Contract PRODUCTS hereinafter more particularly described; and WHEREAS, X and Y are desirous that said new company will obtain technical assistance from Y for manufacturing such PRODUCTS and Y is willing to furnish such technical assistance to the new company; NOW, THEREFORE in consideration of the premises⁵ and the mutual⁶ covenants⁷ herein contained, it is hereby mutually agreed as follows:

    CLAUSE 1. INCORPORATION⁸ 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 agree to incorporate jointly in Mexico a stock Corporation of variable capital under the Commercial Code of Mexico, with such corporation's Articles of Incorporation to be in the form attached hereto as Exhibit A, which shall be an integral part of this Agreement, such new corporation to be hereinafter referred to as FCAM.

    The name of FCAM shall be: subject to 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, X and its three designees an aggregate¹⁰ of fifty-one percent (51%), and Y and its three designees, an aggregate of forty-nine percent (49% ), which percentage shall be maintained without change at all times during the term of this Agreement, unless other- wise 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 X and Y 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. X and Y shall at all times be responsible for their respective designees compliance¹¹ with the provisions of this Agreement and the Articles of INcorporation of FCAM applicable to X and Y 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, prior to the appointment of such designees. X and Y shall consult 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, encumber¹², grant a security interest in, or in any other manner dispose of attempt to dispose of (hereinafter sometimes referred to as dispose or disposition¹³), any or all of the shares of FCAM (or any right or interest therein) which may now or hereafter be owned by either party hereto, except in accordance with the terms and conditions of this Agreement and the Articles of Incorporation of FCAM.

    1.4 X's investment in the initial capital of FCAM or in any subsequent increase of the authorities of the_____ Government.

    1.5 Promptly¹⁴ after the incorporation of FCAM, both parties hereto shall cause FCAM to file application for and obtain its own registration¹⁵ as well as that for X and Y's 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 investments.

    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 Y and X.

    2.2.Both parties hereto agree that Y shall furnish to FCAM certain license¹⁷ and technical assistance for manufacturing PRODUCTS to the extent provided in the Technical Assistance Agreement to be concluded between FCAM and Y in the form attached thereto as Exhibit B.(hereinafter referred to as the Technical Assistance Agreement).

    CLAUSE 3. MARKETING¹⁸ 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 itself to third party ________________in Mexico.

    3.2 When export of Contract PRODUCTS manufactured by FCAM is recommended by export through Y, since it is for the interest of FCAM in making export to use the international sales facilities of Y and also since Y has and expects to have commercial dealings and commitments under exclusive sales rights covering certain of its products in which the Contract Products are included, in countries of the world, and therefore FCAM's attempts to export otherwise through Y could cause a serious breach¹⁹ on the part of ___________ of legal commitments which Y has with third parties. It shall be entitled to reasonable sales commissions or other remuneration for its handing of exports of FCAM's PRODUCTS as hereinabove contemplated²⁰, as will be determined²¹ between FCAM and Y.

    CLAUSE 4. TRADEMARK²²:

    4.1 Both parties hereto agree that unless otherwise agreed by them, the trademarks²³ used on all PRODUCTS manufactured by FCAM shall be __________ which are owned by Y, 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 concluded between FCAM and Y in the form attached hereto as Exhibit C, (hereinafter referred to as the Trademark License Agreement).

    4.2 X hereby agrees for itself and also agrees to cause FCAM to agree that FCAM shall choose to use the trademarks ______ alone and not in a linked or conjoined form with another Mexican trademark, unless such 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 exemption²⁵ from complying with the linking or conjoining obligation is lawfully²⁶ available, X shall use its best efforts to obtain or cause FCAM to obtain such exemption. Should a linked or conjoined use with a Mexican trademark be finally and compulsorily²⁷ required, then such a Mexican trademark shall be a trademark which shall be mutually agreed upon by Y and X and which shall be the property of FCAM.

    CLAUSE 5. MANAGEMENT OF FCAM:

    5.1 Both parties hereto agree that management of FCAM shall be vested in the Board of Directors of FCAM, in accordance 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 Directors requires such Board to be responsible, among others, for approving the overall business plan of FCAM to be submitted to both parties hereto for review and approval, and for monitoring the business plan approved by both parties.

    5.3 Notwithstanding the provision of 5.1 above. both parties hereto shall, 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 and decision at a meeting of the Board of Directors or a general meeting of the share-holders of FCAM.

    Such matters shall include the following, which are described by way of example but not limitation:

    (1) Business or management policy to be followed by FCAM;

    (2) Short, middle and long term business plan and its amendments²⁹;

    (3) Increase or decrease of the capital stock;

    (4) Increase or decrease in the number of members of the Board of Directors, or re-election of the Directors;

    (5) Review and approval of the financial statements and distribution of profits for each fiscal³⁰ year of FCAM. With regard to Declaration of Dividends³² and distribution of profits of FCAM, it is the intention of both parties hereto to follow a policy where by there 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 both parties hereto to arrive at any such Dividend³¹ Declarations and payments through a process of mutual agreement.

    (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 beyond one year;

    (10) Introduction of new products

    (11) Hiring of examiners and legal counsel for FCAM.

    5.4 In so far as any matter is legally required to be decided³³ by the Board of Directors and/or the general meeting of the shareholders, both parties hereto shall cause their nominees³⁴ on the Board and their representatives or proxies³⁵ at an ordinary or extraordinary general meeting of the shareholders to vote in favor of the decision reached by mutual consent during the consultation³⁶ contemplated in 5.3 above.

    5.5 Both parties hereto agree to ensure that FCAM will, to the maximum extent practicably possible, use the forms and requirements of Y for reporting and retrieval of management and financial information to be given by FCAM to both parties hereto, and that FCAM shall prepare and keep accounting³⁷ and financial records and books available for inspection³⁸ or audit³⁹ by either party hereto.

    5.6 It is understood and agreed that the Board of Directors of FCAM shall establish from time and time the limits of authority of the General Manager and other officers of FCAM as well as the powers of attorney to represent FCAM in the understanding that all cheques, bills of exchange, promissory notes or any other negotiable instruments for payment of money and on behalf of FCAM shall at all times be signed jointly by two attorneys in fact appointed by the Board of Directors of FCAM, provided that one of them shall be the General Manager, the Administrative⁴⁰ and Finance Manager, the Commercial Manager or the Manufacturing Manager, and shall be the Accounting Manager, the general Accountant, the Comptroller or other officer reporting to the Accounting Manager in order that such cheques, etc., can be valid⁴¹ and binding⁴² on FCAM.

    CLAUSE 6. TRANSFER OF PERSOFCAMEL:

    6.1 In addition to those personnel to be appointed as members of the Board of Directors of FCAM, both parties hereto agree to transfer, if and to the extent mutually agreed upon as necessary or desirable, their respective employees to FCAM to staff key positions of corporate⁹ organization of FCAM. It is contemplated by both parties hereto that________ will staff the positions of Accounting Manager and manufacturing Manager as well as appoint Assistant Manager for marketing and_________ will staff the positions of General Manager, Commercial Manager and General Administration and Finance Manager. During temporary absences of the General Manager, the overall administration of FCAM shall be entrusted⁴³ to the Accounting Manager or manufacturing Mamager as___________ shall have designated.

    6.2 Salaries, including allowances for such personnel transfer either from X or Y shall be paid by FCAM during the period such personnel work for FCAM, and costs and expenses incurred⁴⁴ for transfering such personnel，including the expense for traveling between _______________ and Mexico, shall be paid or reimbursed⁴⁵ by FCAM to X or to Y, as the case may be, to such extent as mutually agreed by both parties hereto. Payment or reimbursement⁴⁶ to Y shall be made in United States of America dollars.

    6.3 Nothing herein contained shall be interpreted to prevent FCAM from recruiting and employing its own managers or other employees in the discretion⁴⁷ of FCAM.

    6.4 Both parties hereto agree that to insure efficient and well coordinated⁴⁸ management of FCAM, the Board of Directors of FCAM shall require the General Manager of FCAM to have periodic meetings with the key Managers of FCAM, to jointly review and discuss the more important matters related to their respective areas and the General Manager shall re-port to the Board of Directors or request its advise on matters of policy and also on those policy matters where a concurrence⁴⁹ of opinion is not reached among the key Managers.

    CLAUSE 7. SALE OF MACHINERY⁵⁰

    Both parties hereto agree, and shall cause FCAM to agree, that Y will sell to FCAM and FCAM will buy from Y through all the specialized⁵¹ machinery which shall be determined by mutual consultation between Y and FCAM for the effective utilization⁵² of the technical know how furnished by Y to FCAM under the Technical Assistance Agreement at prices and on such terms and conditions which are determined by mutual agreement between both parties hereto. It is understood and agreed that Y shall not be required to furnish the technical information to FCAM under the Technical Assistance Agreement until the Technical Assistance Agreement shall have become effective as therein provided.

    CLAUSE 8. COOPERATION OF BOTH PARTIES:

    8.1 Upon reasonable request of FCAM, Y as the joint³ venture partner, agrees to render cooperation to FCAM by allowing Mexican managers and other staff or key employees of FCAM access to current training programs lone²⁴ by Y.

    8.2 Upon reasonable request of FCAM and under such terms and conditions as shall be then mutually agreed upon in writing or otherwise, Y or X as the case may be, agrees to render cooperatin to FCAM as much as practicably possible, by giving advice, information and assistance or by making available the services of their staff personnel, or in any other manner the party rendering⁵³ the cooperation deems fit on the following matters, it being understood however that Y as the joint venture partner in the mother country of FCAM shall primarily render cooperation the FCAM on the matters of A group and X shall primarily render cooperation to FCAM on the matters of B group:

    A.

    (1)Acquisition of import licenses⁵⁴ for machinery, components⁵⁵ and materials;

    (2) Recruiting and employment of workers;

    (3) Settlement of labor⁵⁶ disputes;

    (4) Registration or any other legal procedures to be effected by FCAM under laws and regulations from time to time in force; acquisition of licenses, incentives⁵⁷, permissions and authorizations from the authorities of the Mexican Government;

    (5) Advice on Mexican laws regarding taxes and on Mexican accounting practices;

    (6) Negotiations⁵⁸ with the authorities of the Mexican Government and

    (7) Suits or any other legal actions with third parties instituted by or against FCAM;

    (8) Commercial help when required by FCAM to increase the sale of the PRODUCTS by FCAM so as to achieve the business target from time to time established by FCAM.

    B.

    (1) Marketing of PRODUCTS. Market research and product planning; so as to achieve the business targets from time to time established by FCAM.

    (2) Preparation of advertising⁵⁹ and marketing aids relating to PRODUCTS;

    (3) Purchase of components and materials;

    (4) Acquisition of licenses, permissions of third parties under such third parties，patents or other industrial property rights;

    (5) Accounting and financial analysis, cost calculations;

    (6) Technical help when required by FCAM under and to the extent of the Technical Assistance Agreement, to solve production problems or to improve plant operating efficiencies to the extent possible under Mexican conditions.

    8.3 Nothing set forth⁶⁰ in 8.1 or 8.2 above shall be construed⁶¹ or interpreted to require either party hereto to be responsible, jointly or severally with FCAM, for the matter specified¹⁶ above or prosecution⁶² or implementation⁶³ thereof (FCAM shall be solely⁶⁴ responsible for such. matters or prosecution or implementation thereof), or to require either party rendering the cooperation to FCAM to bear any costs or expenses incurred in prosecuting⁶⁵ or implementing⁶⁶ the matter specified above (such costs and expenses shall be borne solely by FCAM). It is also under stood that upon request of X or Y, actual costs and expenses previously⁶⁷ agreed upon by FCAM and incurred for rendering said cooperation shall be paid or reimbursed by FCAM to X and as the case may be. Payment or reimbursement to ______________shall be made in United States of American dollars.

    CLAUSE 9. TERM TERMINATION:

    9.1 This Agreement shall become effective as of the date that the last governmental referred to in 1.4 of CLAUSE 1 hereof shall have been obtained, subject to the registration referred to in l.5 of CLAUSE I hereof, and shall thereafter continue in full force and effect, so long as both X and Y continue to be shareholders of FCAM.

    9.2 This Agreement shall terminate upon the occurrence of any of the following events:

    (1) The sale or other disposition by X on the one hand, or by Y on the other hand, of all of their shares in FCAM in accordance with the terms of and in the manner permitted by the Articles of Incorporation of FCAM, so that no shares of FCAM are owned by Y on the one hand, or _________ on the other hand;

    (2) The expiration⁶⁸ of thirty (30) calendar days after a petition in bankruptcy⁶⁹ shall have been filed by or against FCAM and such petition shall not have been discharged such thirty (30) calendar day period; or upon assignment of all or substantially all of FCAM's proper－ties for the benefit of creditors⁷⁰; or upon the appointment of a receiver or trustee to take charge of all or substantially all of FCAM's properties; or upon the voluntary or involuntary dissolution of FCAM;

    (3) Any of the events described in 2) above shall have occurred with respect to X in stead of FCAM;

    (4) Any of the events described in 2) above shall have occurred with respect to Y in stead of FCAM

    (5) Termination of this Agreement by X pursuant to the provision of 9.4 hereof; or

    (6) Termination of this Agreement by Y pursuant to the provision of 9.4 hereof; or

    (7) If either or both of the Trademark License Agreement and the Technical Assistance Agreement shall not have become effective within one-hundred and eighty (180) calendar days after the date of execution of this Agreement.

    9.3 If and when the law of Mexico shall no longer permit Y to own at least forty-nine percent (49%) less 3 shares of this issued and out standing²⁸ capital stock of FCAM, or upon termination or non-renewal for any reason or due to any cause of the term of the Trademark License Agreement and/or additional trademark license agreement (s), if any, be concluded, between FCAM and Y and/or termination in advance of the Technical Assistance Agreement and/or additional technical assistance agreement(s), if any, to be concluded between FCAM and Y X may, at its option, terminate this Agreement at any time upon at least ninety (90) calendar days' prior written notice to Y.

    9.4 Either party hereto shall have the right to terminate this Agreement by giving writ-ten notice of termination to the other party in the event that such other party shall breach or default any of the terms and provisions of this Agreement and/or the Articles of Incorporation of FCAM in any material respect, and such breach or default shall not be cured within ninety (90) calendar days after written notice specifying⁷¹ the nature of such breach has been given to the defaulting party, provided, however, that delay of up to three hundred and sixty (360) calendar days (but not longer) occasioned by any circumstances beyond the control of the defaulting party, such as acts of God, acts or omissions⁷² of any Government or agencies thereof, compliance with request, rules, regulations or orders of any governmental authority, fire, storm. flood, earthquake, acts of the public enemy, war, rebellion, insurrection, riot sabotage⁷³, invasion, quarantine restriction⁷⁴, strike, lock out, and transportation embargo⁷⁵ or failure or delay in transportation, shall be excluded in determining the applicable time period, but due diligence shall be used by the defaulting party in curing any such default. Such termination shall be without prejudice to any rights which such terminating party may have under this Agreement or otherwise. No failure or delay on the part of any party to exercise its rights of termination of this Agreement for any one or more breaches⁷⁶ or defaults by the other party shall be construed to prejudice its rights of termination of any other or subsequent breaches or defaults.

    9.5 Upon termination of this Agreement pursuant to (4) or (6) of 9.2 hereof, then, X shall be deemed to have offered all the shares of FCAM then owned by Y for sale to X pursuant to the applicable provisions of the Articles of In corporation of FCAM.

    9.6 Upon occurrence of the events specified in (2) of 9.02 hereof (other than the voluntary or involuntary isolation⁷⁷ of FCAM), both parties hereto shall exercise their respective voting rights as shareholders of FCAM so as to effect the Voluntary dissolution of FCAM as expeditiously⁷⁸ as possible.

    9.7 Upon occurrence of the sale of all of the shares of FCAM owned by either party hereto to the other in a manner required or permitted herein and in the Articles of Incorporation of FCAM, any monetary⁷⁹ liability owed by FCM to any selling party or owed by any selling party to Nn shall be come due and payable⁸⁰ at the same time as the purchase price for the stares sold shall become due and payable. Further, in the event that the selling party has guaranteed any indebtedness of FCAM, the party remaining as the shareholder¹ of FCAM shall either cause such selling party to be released from such guarantee or shall indemnify such selling party from and against any liability thereunder.

    CLAUSE 10. USE AND CONFIDENTIALITY⁸¹ OF TECHNICAL INFORMATION.

    As it is for the best interest and benefit of both parties hereto and FCAM, the followings are mutually agreed:

    (1) Both parties hereto shall ensure that technical information, technical knowhow and knowledge furnished or disclosed, or machinery supplied by Y to FCAM, shall be used solely by FCAM for the purpose of manufacturing ODUCTS, and that FCAM shall not allow or cause any of such information, knowhow or knowledge, or machinery tobe used by any third party, and further that FCAM shall not copy any such machinery.

    (2) X shall, maintain and protect the confidentiality of any and all information and knowledge related to the establishment of FCAM furnished or disclosed to FCAM by Y.

    (3) Except as otherwise required by the laws of Mexico, either party hereto shall not disclose or divulge⁸², and shall not permit FCAM to disclose or divulge, the, terms of this Agreement or any agreements concluded between FCAM and Y to any third party person, firm or corporation; and

    (4) The foregoing obligations of the respective parties to maintain and protect the confidentiality.

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