FORMATION OF JOINT COMPANY

American Company and Foreign Company shall cause a new corporation (the «Joint Company») to be duly organized under the laws of___________in accordance with the terms of this Agreement and with appropriate documents equivalent under the laws of the jurisdiction to Articles and By-laws, which in the English translation shall read in substantially the form of Exhibit A attached hereto. If any of the provisions contained in Exhibit A should not be approved by the appropriate authority for inclusion in the documents of incorporation of the Joint Company, the parties agree to make such amendments thereto as shall be acceptable to the said appropriate authority without altering their purpose or intention, or failing such amendment, to take all such other steps and do such other things, including the execution of any other agreements as may be necessary, to achieve the interest and purpose of such of the provisions as may not have been found acceptable by said appropriate authority. The cost of the incorporating the Joint Company shall be borne equally by American Company and Foreign Company.

NAME OF JOINT COMPANY

The name of the Joint Company shall be_______________.

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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