How To Make A Dry Share Agreement?

Main body: dry share agreement (model)

Party A: Party B: (company)

Article 1

Purpose and purpose: in order to promote the popularization and application of high-tech biotechnology and promote the industrialization and operation of high technology agriculture, Party A and Party B make full use of their advantages in science and technology, investment advantages, financing advantages and brand advantages to jointly carry out the development, application and popularization of embryo technology involving good breeds of cattle, and jointly establish the Biotechnology Research Institute.

The second basic conditions for setting up a research institute are: (1) the Institute's name: (two) (two) organization form: corporate legal person (three) registered capital: * * million yuan (four) registered place: * * city * * road * * building * * building (five) legal Representative: (six) function and business scope: for X * * cattle and other improved breeds, embryo technology development, popularization and application.

The third party's terms of investment and the terms and conditions of interest are agreed as follows: (1) Party A does not need to invest in physical objects, land use rights, currencies and securities.

(two) Party A is invested in the Institute with its proprietary technology. If it is a patented or patented technology, it needs to pact the pfer of property rights.

(three) Party B agrees that the technology of Party A will be converted into the shares of the Institute, that is, Party B owns the equity interest of the Institute.

(four) the technology of party a must reach the following conditions: 123.

(five) if Party A's technology cannot be processed.

Procedures, Party A shall be able to have a full equity interest stipulated in the third paragraph of this article for more than three years after the completion of the work of the Institute. Otherwise, according to the length of the year, that is, 1/3, second, third years of the total shareholding ratio of the first year of the Institute in the first year of the Institute for the realization of equity ownership ratio.

(six) Party A, who works for a full year, can enjoy the profit sharing of the Institute on the last two days of the fiscal year. If it does not participate in the research work or refuses to participate in the work, it can not participate in the division.

Fourth Party B shall be invested by cash and $10 million, and shall have the shares of the Institute.

If Party A stipulates in accordance with the provisions of article third (five) of this agreement, Party B shall have a share reduced by Party A.

The registered capital of Party B * * 10000 yuan shall be in place * * * * * * * * *.

Fifth party a works on the basis of diligence principle with its own technology.

The basic requirements of Party A's work in the Institute are: (1) organizing research and development of embryo technology so as to be able to meet the needs of Party A's operation and production: (two) organize Party B to train technical personnel recruited by the Institute for relevant technical training so as to enable them to master related technologies (complete within 3 years); (three) Party A should actively cooperate with Party B in operation and production; and (four) the technical description of Party A is: 123.

Sixth Party B intends to list the company B, if Party B can go public, Party B also agrees to send lO% of the company's shares to the Research Institute of Party A; if Party B fails to apply for listing, Party B agrees to give the shares to the Institute in the aforementioned proportion.

Enjoy relevant rights.

Party B shall give the shares of the company lO% to the Research Institute in accordance with the provisions of this article, which requires Party A to meet the following requirements: otherwise, Party B shall not bear the above obligations: (1) party a must work for the Institute for 3 years, realize 5% of the total share interest of Party B, and realize 10% of the total equity after 6 years.

(two) Party A shall be appointed by Party B as the director of the Institute, and the deputy director shall be entrusted by Party B. if the director is absent from the job, the deputy director shall exercise the position of the director.

The length of the preceding work is based on the letter of appointment.

The work of appointment is stipulated in Article 1 of this agreement.

The seventh parties agree that the leased premises of the Institute are workplaces, and Party B will collect the rent at the market price.

Eighth Party B is responsible for the establishment and registration of the Institute.

The Institute shall be registered no later than x x x x x x x days.

The Ninth Research Institute is a profit making organization.

The dividends of the two parties to the Institute are executed according to the system of corporation law.

The tenth Institute's accounting is appointed by Party B, and the cashier is appointed by both parties.

Party B is responsible for requiring the accountant appointed by him to issue a monthly accounting statement of the Institute for inspection by Party A.

Eleventh, when the provisions and conditions of this Agreement are satisfied, Party B must pay dividends to the institute according to law and enjoy relevant shareholders' rights and interests in accordance with the law (with the overall research institute as shareholders). Sixth

The pfer of shares of the twelfth research institutes requires the consent of all shareholders.

Party B shall not be required to withdraw or pfer the shares of the Institute within five years.

Article Thirteenth Party A can not request the institute or Party B to cash out or require Party B to compulsorily purchase its technology shares.

Article fourteenth Party A shall not engage in any of the following tasks and compete with other businesses: (1) it is not allowed to make use of its technology to cooperate with other institutions or to engage in profitable activities; (two) Party A shall not make any relevant technical work for other profitable institutions free of charge.

The fifteenth liability for breach of contract: any party breach of contract will pay the default penalty of lO million yuan.

The sixteenth way to resolve disputes is that any dispute can be brought to court at all levels.

The seventeenth agreement is taken into effect by X * * * * * * * * * * day.

Party A: (official seal) Party B: (official seal)

Address: Address:

Delegate:

Contact number: contact number:

X x x x x x * D