CAPITAL OF JOINT COMPANY

The Joint Company shall have an authorized capital of
$_______ consisting of__________________ common shares

with par value of $_

each.

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4. SUBSCRIPTIONS TO CAPITAL OF JOINT
COMPANY

The parties hereto hereby subscribe to such capital stock of the Joint Company in equal amounts.

(a) In payment for the shares of the Joint Company to
be acquired by American Company, American Company
shall, at the time of incorporation of the Joint Company
transfer to the Joint Company:

(i) $___________, American currency in cash.

(ii) The machinery and equipment set forth in Exhibit В annexed hereto, which machinery shall become the sole property of the Joint Company, free and clear of all liens, charges and claims of any kind whatsoever.

(b) In payment of the shares of Joint Company to be
acquired by Foreign Company, Foreign Company shall,
at the time of incorporation of the Joint Company trans­
fer to the Joint Company:

(i)_________ (Amount in specified currency) in cash.

(ii) The absolute title, free and clear of all liens, charg­es and claims of any kind whatsoever, to the real property and all buildings and other structures thereon, including all fixtures, equipment and machinery located therein, sit­uated at (address or other description), which said real property, buildings, structures, fixtures, equipment and machinery are more specifically described in Exhibit С annexed hereto.

MANAGEMENT OF JOINT COMPANY

(a) The affairs of the Joint Company shall be manages

by a Board of_________ Directors,________ of whom

shall be nominated by Foreign Company. American Com­pany and Foreign Company shall each vote all shares of the capital stock of the Joint Company owned or control­led by them for the election and maintenance in office of the persons so nominated.

С. А. Семко, В. В. Сдобников, С. Н. Чекунова

 

(b) In the event that between annual shareholders' meet­
ings of the Joint Company, either American Company or
Foreign Company wishes to replace any of all of its nomi­
nees on the Board of Directors of the Joint Company, the
other shall join in all necessary acts, steps and proceedings,
and shall cause the shares of the Joint Company to which it
is beneficially entitled to be voted in favor of the removal of
such nominee ornominees, of the transfer of the qualifying
share or shares of such nominees to the person or persons
selected by American Company or Foreign Company, as
the case may be, and the election in his or their place of a
qualified person or of qualified persons selected by the par­
ty hereto whose nominee shall have been so removed.

(c) Nothing contained in this Agreement is intended
or shall be construed to bind the parties hereto or their
nominees on the Board of Directors of the Joint Company
as to the method or manner of the exercise of the discretion
vested in them as directors of the Joint Company concern­
ing their management of the affairs thereof.

(d) All decisions of the Board of Directors shall require

an affirmative vote of at least________________ directors. (Note: if

the parties have an unequal number of nominees on the Board, the number should be at least the total number of nominees of the party with the largest number of nomi­nees on the Board plus one).

(e) Prior written notice of all directors' meeting shall be
sent to all directors at least_________________ days before the meet­
ing, specifying the time and place of the meeting and indi­
cating all matters to be considered thereat, and including
copies of any reports or studies relating thereto. Notice may
be waived by the unanimous written consent of all directors.

(f) A quorum of a meeting of the directors shall consist

of__________ directors. (Note: the number should be large

enough so that it cannot be constituted unless at least one nominee of each partner is present). In lieu of a validity

II

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constituted meeting as described herein, any directors' res­olution shall be considered to have been validly passed if consented to in writing by all the directors.