Guarantee Change Option Agreement Model

Guarantee change option agreement

Party A: the first party is: the first, the second and the third.

The legal representative is the following:

Tel: telephone, telephone, telephone, telephone, telephone, etc.

Party B: in the second place, it will be the first two years.

The legal representative is the following:

Residence: it is located in the vicinity of the city.

Zip code: it is: the first, the second and the third.

Tel: telephone, telephone, telephone, telephone, telephone, etc.

The legal representative is the following:

Residence: it is located in the vicinity of the city.

Zip code: it is: the first, the second and the third.

Tel: telephone, telephone, telephone, telephone, telephone, etc.

In view of the fact that Party B has 60% equity interest in Party C, the company is registered with the industrial and commercial administration bureau of the government of the people's Republic of China, with the registered capital of RMB $60% yuan.

As of the date of signing this agreement, the registered capital of Party C is RMB yuan, China, Hong Kong and Macao.

In view of the fact that Party B is the shareholder of Party C, and in order to develop the business of the company as soon as possible, Party B agrees to apply for a loan guarantee application to Party A, and after examination, Party A agrees to provide a guarantee for the one year loan of the company's application to the Bank of China.

In view of Party A's guarantee of bank loans to Party B's shares, Party A has assumed great risks. In order to balance the risks of Party A's guarantee for Party C, and carry out the principle of coexistence of incentives and risks, the three parties agree to negotiate with Party A, B and C, unless Party A pays the guarantee fee to Party A in accordance with the agreement stipulated in the guarantee agreement, Party B gives Party A the right to share part of the shares held by Party B, that is, share option.

The option option means that Party A has the right to choose whether or not to share the shares agreed by Party B in the exercise period of the equity option stipulated in this agreement.

After consultation, the three parties, Party A, B and C, have reached the following terms in respect of the pferable share, the pferable price and the exercise period of the share option on the basis of the principle of voluntariness and honesty and credit.

The first option option

Stock option: equity option means that Party A has the right to choose whether to share the agreed share of Party B held by Party B in the exercise period of the equity option stipulated in this agreement.

That is, Party A shall have the right to purchase the shares held by Party B in accordance with the equity share and the agreed pfer price stipulated in this agreement, or Party A has the right to give up the purchase of Party B's shares held by Party B.

After Party A decides to purchase or withdraw the purchase of the shares of Party B held by Party B after the exercise of the stock option, Party B must pfer or not pfer the shares held by Party A according to Party A's decision.

Share of second equity options

2.1 the share of share options referred to in this Agreement means that Party B gives Party A the agreed share of the party's equity held by Party B in the exercise period of the equity option stipulated in this Agreement (the specific agreed share is 2.2).

The share options listed in this agreement refer to the share of the registered capital of the party, which is calculated by percentage.

2.2 as of the date of signing this agreement, the registered capital of the company is RMB,, and Party B.

Party B agrees to hold the shares of Party C held by the company on the date of signing the agreement as 60% of the equity option as agreed in this agreement.

2.3 within the time limit stipulated in this agreement, if the party intends to increase the amount of registered capital, it may, on the premise of obtaining the written consent of Party A, make a corresponding adjustment to the share option option stipulated in the 2.2 item of this agreement, otherwise the share option option stipulated in this Agreement shall remain unchanged.

2.4 within the time limit stipulated in this agreement, Party C shall not reduce its registered capital.

2.5 within the time limit stipulated in this agreement, if Party A abandonment of stock option, it will not participate in the distribution of profits; if exercising stock option, Party A has the right to obtain 100% of the profits already allocated by Party C before exercising the right.

The price of third equity options

Party A and Party B agree to be the pferable price of the second agreed options on the basis of RMB.

In the exercise period of the equity option stipulated in this agreement, whether Party A's net assets increase or decrease, Party A decides to purchase the 60% party share interest stipulated in the second above-mentioned agreements at the price stipulated in this article.

The exercise period of fourth equity options

Party A and Party B agree that the exercise period of Party A's exercise of stock option shall be from the date of the signing of this agreement to the year of gross domestic product. During the exercise period of stock option, Party A shall have the right to choose whether or not to share the shares agreed by Party B.

During the exercise period of the stock option, if Party A chooses the shares agreed by Party B to share the shares agreed by Party B, the equity option held by Party A shall be converted into equity interest, and the effective registration procedures for the alteration of stock rights and the pfer costs shall be handled.

The exercise of fifth options

Party B guarantees that Party A shall submit to Party A the resolution of the board of directors and the shareholders' agreement that the agreement is agreed upon and the waiver of the pre emptive right of the share share of the share option referred to in this agreement at the same time, and that the new shareholder of the C C (if any) agrees to the contents of this Agreement and waives the right of preemption of the share interest of the party in the equity option referred to in this agreement, so as to protect Party A's exercise of stock option.

The cost of sixth equity options exercised.

The cost of stock option exercise includes the notarization fee charged by the notary office, the registration fee of shareholder change charged by the administration of industry and commerce, and other expenses.

Both parties agree to bear 50% of the above cost.

Seventh dispute resolution

If there is any dispute in the execution of this agreement, the three party shall negotiate in a sincere manner; if no negotiation is reached, either party may bring an arbitration to the Arbitration Commission of the company.

This Agreement shall enter into force after signature by three parties a, B and C.

This agreement is made in three copies, and each Party A, B and C have one copy, each having the same legal effect.