Rolllover Agreement Assets

Company Letterhead

{{company_name}}

{{company_address}}

Phone: {{phone}}

Email: {{email}}

Website: {{website}}

Roll-over Agreement for Assets

This Roll-over Agreement for Assets (hereinafter referred to as “the Agreement”) is made and entered into on this {{date_of_agreement}} day of {{month_of_agreement}}, {{year_of_agreement}}.

BETWEEN:

1. {{transferor_company_name}}, a company duly incorporated in accordance with the laws of {{transferor_jurisdiction}}, with its registered office located at {{transferor_address}} (hereinafter referred to as “the Transferor”);

AND

2. {{transferee_company_name}}, a company duly incorporated in accordance with the laws of {{transferee_jurisdiction}}, with its registered office located at {{transferee_address}} (hereinafter referred to as “the Transferee”).

The Transferor and the Transferee shall hereinafter be collectively referred to as “the Parties” and individually as “a Party”.

BACKGROUND

A. The Transferor is the legal and beneficial owner of certain assets as more fully described in Schedule A hereto (hereinafter referred to as “the Assets”).

B. The Parties have agreed to transfer the Assets from the Transferor to the Transferee in accordance with the terms and conditions of this Agreement.

C. This transfer is intended to constitute a roll-over of assets for taxation purposes, where applicable, and the Parties undertake to take all necessary steps to ensure such treatment.

TRANSFER OF ASSETS

1. The Transferor hereby sells, assigns, transfers, and delivers to the Transferee, and the Transferee hereby purchases and accepts from the Transferor, all right, title, and interest in and to the Assets, free from all encumbrances, liens, and claims whatsoever.

2. The effective date of the transfer of the Assets shall be {{effective_transfer_date}} (hereinafter referred to as “the Effective Date”).

3. All risks and benefits relating to the Assets shall pass from the Transferor to the Transferee on the Effective Date.

CONSIDERATION

1. In consideration for the transfer of the Assets, the Transferee shall {{consideration_details_description_e.g._issue_shares_to_transferor_or_assume_liabilities}}. The fair market value of the consideration shall be {{consideration_value}}.

2. The Parties agree that the value ascribed to the Assets for the purpose of this Agreement is {{asset_valuation}} as at the Effective Date.

WARRANTIES AND REPRESENTATIONS

1. The Transferor warrants and represents that:

a. It has good and marketable title to the Assets, free and clear of all encumbrances.

b. It has the full power and authority to enter into this Agreement and to transfer the Assets.

c. The Assets comply with all applicable laws and regulations.

d. There are no pending or threatened litigations or proceedings affecting the Assets.

2. The Transferee warrants and represents that:

a. It has the full power and authority to enter into this Agreement and to acquire the Assets.

b. It will assume all obligations and liabilities related to the Assets from the Effective Date.

INDEMNIFICATION

1. The Transferor shall indemnify and hold harmless the Transferee from and against any and all losses, damages, liabilities, costs, and expenses (including reasonable legal fees) arising out of or in connection with any breach of the Transferor’s warranties or representations hereunder.

2. The Transferee shall indemnify and hold harmless the Transferor from and against any and all losses, damages, liabilities, costs, and expenses (including reasonable legal fees) arising out of or in connection with any breach of the Transferee’s warranties or representations hereunder, or any Liabilities related to the assets from the effective date.

GOVERNING LAW AND DISPUTE RESOLUTION

1. This Agreement shall be governed by and construed in accordance with the laws of {{governing_jurisdiction}}.

2. Any dispute, controversy or claim arising out of or in connection with this Agreement, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by arbitration in accordance with the rules of {{arbitration_institution}}.

3. The seat of the arbitration shall be {{arbitration_city}}, and the language of the arbitration shall be English.

GENERAL PROVISIONS

1. This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior discussions, negotiations, and agreements, whether oral or written.

2. No amendment or modification of this Agreement shall be valid unless in writing and signed by duly authorised representatives of both Parties.

3. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

4. The provisions of this Agreement are severable, and if any provision is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

Signature Block

IN WITNESS WHEREOF, the Parties have executed this Agreement on the date first above written.

FOR THE TRANSFEROR

__________________________

Name: {{transferor_signatory_name}}

Title: {{transferor_signatory_title}}

Date: {{transferor_signature_date}}

FOR THE TRANSFEREE

__________________________

Name: {{transferee_signatory_name}}

Title: {{transferee_signatory_title}}

Date: {{transferee_signature_date}}