Rollover Agreement Values Shares with Adjustment Clause

Company Letterhead

{{company_name}}

{{company_address}}

Phone: {{company_phone}}

Email: {{company_email}}

Website: {{company_website}}

Rollover Agreement

This Rollover Agreement ("Agreement") is made and entered into on this {{day}} day of {{month}}, {{year}} ("Effective Date")

BETWEEN:

{{seller_company_name}}, a company duly incorporated under the laws of {{country}}, with its registered office at {{seller_company_address}} (hereinafter referred to as "the Shareholder"),

AND

{{acquiring_company_name}}, a company duly incorporated under the laws of {{country}}, with its registered office at {{acquiring_company_address}} (hereinafter referred to as "the Acquirer").

Each a "Party" and collectively, the "Parties".

Recitals

WHEREAS, the Shareholder is the beneficial and legal owner of {{number_of_shares}} ordinary shares (the "Rollover Shares") in {{target_company_name}}, a company incorporated in {{country}} with company registration number {{target_company_registration_number}} (the "Target Company").

WHEREAS, the Acquirer desires to acquire the Rollover Shares from the Shareholder in exchange for new shares to be issued by the Acquirer (the "New Shares").

WHEREAS, the Parties intend that this exchange of shares qualifies for rollover relief under Section {{relevant_tax_section}} of the {{country}} Income Tax Act, {{year}}, or equivalent tax legislation in force from time to time.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

Share Exchange

1.1. On the Effective Date, the Shareholder shall transfer the Rollover Shares to the Acquirer.

1.2. In consideration for the transfer of the Rollover Shares, the Acquirer shall issue to the Shareholder {{number_of_new_shares}} New Shares in the Acquirer, having a nominal value of {{currency}} {{nominal_value_per_share}} per share.

1.3. The Parties agree that the value of the Rollover Shares for the purpose of this Agreement is {{currency}} {{agreed_value_rollover_shares}}.

1.4. The Parties agree that the value of the New Shares issued to the Shareholder is {{currency}} {{agreed_value_new_shares}}.

Adjustment Clause

2.1. In the event that subsequent to the Effective Date, an independent valuation or assessment by {{tax_authority_name}} determines that the fair market value of the Rollover Shares or the New Shares at the Effective Date was materially different from the agreed values in Sections 1.3 and 1.4, an adjustment shall be made.

2.2. If the fair market value of the Rollover Shares is determined to be higher than the agreed value, the Acquirer shall issue such additional number of New Shares to the Shareholder as represents the difference in value, calculated at the agreed nominal value per share of the New Shares.

2.3. If the fair market value of the Rollover Shares is determined to be lower than the agreed value, the Shareholder shall return such number of New Shares to the Acquirer as represents the difference in value, calculated at the agreed nominal value per share of the New Shares.

2.4. Any adjustment made pursuant to this Section 2 shall be made within {{number_of_days}} days of such determination and shall be effected in a manner compliant with applicable tax laws to preserve the rollover relief.

Representations and Warranties

3.1. The Shareholder hereby represents and warrants to the Acquirer that:

(a) The Shareholder has good and marketable title to the Rollover Shares, free and clear of all liens, pledges, charges, encumbrances, and equities whatsoever.

(b) The Shareholder has the full power and authority to enter into and perform this Agreement.

3.2. The Acquirer hereby represents and warrants to the Shareholder that:

(a) The Acquirer is duly incorporated and validly existing under the laws of {{country}}.

(b) The Acquirer has the full power and authority to enter into and perform this Agreement and to issue the New Shares.

Tax Matters

4.1. The Parties acknowledge their intention for the share exchange contemplated in this Agreement to qualify for rollover relief under the relevant tax legislation in {{country}}.

4.2. Each Party shall cooperate fully with the other Party in connection with any tax filings or proceedings relating to this Agreement and the share exchange.

4.3. Each Party shall bear its own costs and expenses in connection with tax advice and compliance relating to this Agreement.

Governing Law and Jurisdiction

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

5.2. 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 the courts of {{country}}.

Entire Agreement

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

Counterparts

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

Signature Block

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

_____________________________

For and on behalf of {{seller_company_name}}

Name: {{seller_signer_name}}

Title: {{seller_signer_title}}

_____________________________

For and on behalf of {{acquiring_company_name}}

Name: {{acquiring_signer_name}}

Title: {{acquiring_signer_title}}