Exchange of Shares Agreement Long Form

Company Letterhead

{{company_name}}

{{company_address}}

Phone: {{phone}}

Email: {{email}}

Website: {{website}}

EXCHANGE OF SHARES AGREEMENT

THIS EXCHANGE OF SHARES AGREEMENT (the “Agreement”) is made and entered into as of this {{day}} day of {{month}}, {{year}} (the “Effective Date”),

BY AND BETWEEN:

1. {{issuer_company_name}}, a company duly incorporated under the laws of {{issuer_jurisdiction}}, with its registered office at {{issuer_address}} (hereinafter referred to as the “Issuer Company”);

AND

2. {{shareholder_name}}, an individual residing at {{shareholder_address}} / a company duly incorporated under the laws of {{shareholder_jurisdiction}}, with its registered office at {{shareholder_address}} (hereinafter referred to as the “Acquiring Shareholder”).

WHEREAS:

A. The Issuer Company desires to exchange certain shares it holds in {{target_company_name}} for shares in the Acquiring Shareholder.

B. The Acquiring Shareholder desires to exchange certain shares it holds in {{acquiring_shareholder_company_name}} for shares in the Issuer Company.

C. The parties hereto desire to set forth the terms and conditions of such exchange of shares.

1. EXCHANGE OF SHARES

1.1. Subject to the terms and conditions of this Agreement, the Issuer Company agrees to transfer, assign, and deliver to the Acquiring Shareholder, on the Closing Date (as defined below), {{number_of_issuer_shares}} ordinary shares in the capital of the Issuer Company (the “Issuer Shares”), in exchange for the Acquiring Shareholder transferring, assigning, and delivering to the Issuer Company, on the Closing Date, {{number_of_acquiring_shares}} ordinary shares in the capital of {{acquiring_shareholder_company_name}} (the “Acquiring Shares”).

1.2. The Issuer Shares and the Acquiring Shares shall be delivered free and clear of all liens, charges, encumbrances, and adverse claims whatsoever.

2. REPRESENTATIONS AND WARRANTIES OF THE ISSUER COMPANY

The Issuer Company hereby represents and warrants to the Acquiring Shareholder as follows:

2.1. Organization and Standing: The Issuer Company is a company duly organized, validly existing, and in good standing under the laws of {{issuer_jurisdiction}}.

2.2. Authority: The Issuer Company has the corporate power and authority to enter into and perform its obligations under this Agreement.

2.3. No Conflicts: The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby do not conflict with or violate any agreement or instrument to which the Issuer Company is a party.

3. REPRESENTATIONS AND WARRANTIES OF THE ACQUIRING SHAREHOLDER

The Acquiring Shareholder hereby represents and warrants to the Issuer Company as follows:

3.1. Capacity: The Acquiring Shareholder has the legal capacity and authority to enter into and perform its obligations under this Agreement.

3.2. Ownership of Acquiring Shares: The Acquiring Shareholder is the sole legal and beneficial owner of the Acquiring Shares, free and clear of all encumbrances.

3.3. No Brokers: No broker, finder, or investment banker is entitled to any commission or finder’s fee in connection with the transactions contemplated by this Agreement based upon arrangements made by or on behalf of the Acquiring Shareholder.

4. CONDITIONS PRECEDENT TO CLOSING

The obligations of each party to consummate the exchange of shares contemplated by this Agreement shall be subject to the satisfaction or waiver, at or prior to the Closing Date, of the following conditions:

4.1. All necessary corporate and regulatory approvals for the transactions contemplated hereby shall have been obtained.

4.2. No injunction or similar order preventing the consummation of the transactions contemplated hereby shall be in effect.

5. CLOSING

5.1. The closing of the exchange of shares contemplated by this Agreement (the “Closing”) shall take place at {{closing_location}} on {{closing_date}}, or such other date and place as the parties may mutually agree.

5.2. At the Closing, each party shall deliver to the other party the share certificates representing the shares being exchanged, duly endorsed for transfer, or such other instruments of transfer as may be required by law or custom.

6. INDEMNIFICATION

Each party agrees to indemnify and hold harmless the other party from and against any and all losses, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or in connection with any breach of any representation, warranty, or covenant made by such party in this Agreement.

7. GOVERNING LAW AND JURISDICTION

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

Any dispute arising out of or in connection with this Agreement shall be subject to the exclusive jurisdiction of the courts of {{dispute_jurisdiction}}.

8. ENTIRE AGREEMENT

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings, both written and oral, between the parties with respect to such subject matter.

9. NOTICES

All notices and other communications hereunder shall be in writing and shall be deemed to have been duly given when delivered personally, sent by registered mail or courier, or sent by email, to the addresses set forth below or such other addresses as a party may designate by notice to the other parties.

To the Issuer Company:

Attention: {{issuer_contact_person}}

Address: {{issuer_notice_address}}

Email: {{issuer_notice_email}}

To the Acquiring Shareholder:

Attention: {{acquiring_shareholder_contact_person}}

Address: {{acquiring_shareholder_notice_address}}

Email: {{acquiring_shareholder_notice_email}}

Signature Block

IN WITNESS WHEREOF, the parties hereto have executed this Exchange of Shares Agreement as of the Effective Date first written above.

_____________________________

By: _________________________

Name: {{issuer_signatory_name}}

Title: {{issuer_signatory_title}}

For: {{issuer_company_name}}

_____________________________

By: _________________________

Name: {{acquiring_shareholder_signatory_name}}

Title: {{acquiring_shareholder_signatory_title}}

For: {{acquiring_shareholder_name}}