Rollover Agreement Many Value Provision Options

{{company_name}} Letterhead

{{company_name}}

{{company_address}}

Phone: {{phone}}

Email: {{email}}

Website: {{website}}

ROLLOVER AGREEMENT

This Rollover Agreement (the “Agreement”) is made and entered into as of {{date_of_agreement}} (the “Effective Date”), by and between:

1. {{acquiring_company_name}}, a company duly incorporated under the laws of {{acquiring_company_jurisdiction}}, with its principal place of business at {{acquiring_company_address}} (the “Acquirer”); and

2. {{rollover_shareholder_name}}, an individual residing at {{rollover_shareholder_address}} / a company duly incorporated under the laws of {{rollover_shareholder_jurisdiction}}, with its principal place of business at {{rollover_shareholder_address}} (the “Rollover Shareholder”).

RECITALS

WHEREAS, the Rollover Shareholder currently holds {{number_of_shares_or_options}} shares / options (the “Rollover Securities”) in {{target_company_name}}, a company incorporated under the laws of {{target_company_jurisdiction}}, with its principal place of business at {{target_company_address}} (the “Target Company”).

WHEREAS, the Acquirer is pursuing an acquisition of the Target Company (the “Acquisition”).

WHEREAS, in connection with the Acquisition, the Acquirer desires that the Rollover Shareholder exchange the Rollover Securities for equity in the Acquirer, and the Rollover Shareholder is willing to do so on the terms and conditions set forth herein.

AGREEMENT TO ROLLOVER

Subject to the terms and conditions of this Agreement and the definitive agreements relating to the Acquisition, the Rollover Shareholder hereby irrevocably agrees to surrender and exchange the Rollover Securities for {{number_of_acquiring_company_shares}} ordinary shares / preferred shares / options in the Acquirer (the “Acquirer Shares”) as consideration for the Rollover Securities.

VALUATION AND EXCHANGE RATIO

The parties agree that the Rollover Securities have been valued at {{valuation_of_rollover_securities}} ({{currency}}) for the purposes of this Agreement. The exchange ratio for the Rollover Securities into Acquirer Shares shall be {{exchange_ratio}}, meaning {{number_of_target_shares_per_acquiring_share}} shares/options in the Target Company will be exchanged for 1 share in the Acquirer.

The Acquirer Shares shall be valued at {{valuation_of_acquiring_company_shares}} ({{currency}}) per share for the purposes of this Agreement.

REPRESENTATIONS AND WARRANTIES OF THE ROLLOVER SHAREHOLDER

The Rollover Shareholder represents and warrants to the Acquirer that:

(a) The Rollover Shareholder has good and marketable title to the Rollover Securities, free and clear of all liens, encumbrances, and adverse claims.

(b) The Rollover Shareholder has the full power and authority to enter into this Agreement and to carry out the transactions contemplated hereby.

(c) The execution and performance of this Agreement by the Rollover Shareholder will not violate any agreement or instrument to which the Rollover Shareholder is a party or by which it is bound.

REPRESENTATIONS AND WARRANTIES OF THE ACQUIRER

The Acquirer represents and warrants to the Rollover Shareholder that:

(a) The Acquirer has the full power and authority to enter into this Agreement and to carry out the transactions contemplated hereby.

(b) The Acquirer Shares, when issued in accordance with this Agreement, will be duly authorised, validly issued, fully paid, and non-assessable.

(c) The execution and performance of this Agreement by the Acquirer will not violate any agreement or instrument to which the Acquirer is a party or by which it is bound.

CLOSING

The closing of the rollover contemplated by this Agreement shall take place concurrently with the closing of the Acquisition on {{closing_date}}, or such other date as mutually agreed by the parties (the “Closing Date”). At the closing, the Rollover Shareholder shall deliver the certificates representing the Rollover Securities (or an affidavit of loss and indemnity), duly endorsed for transfer, or such other instruments of transfer as may be reasonably required by the Acquirer, and the Acquirer shall issue the Acquirer Shares to the Rollover Shareholder.

GOVERNING LAW AND JURISDICTION

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

Any dispute 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 {{arbitration_city}}, in accordance with the rules of the {{arbitration_institution}}.

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 the subject matter hereof.

Signature Block

IN WITNESS WHEREOF, the parties have executed this Rollover Agreement as of the Effective Date.

_____________________________

By: {{authorised_signatory_acquirer}}

Name: {{name_acquirer}}

Title: {{title_acquirer}}

For: {{acquiring_company_name}}

_____________________________

By: {{authorised_signatory_rollover_shareholder}}

Name: {{name_rollover_shareholder}}

Title: {{title_rollover_shareholder}} (if applicable)

For: {{rollover_shareholder_name}}