Rollover Agreement Values Shares with Election Clause

Company 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 {{effective_date}} (the "Effective Date"), by and between:

1. {{rollover_shareholder_name}}, of {{rollover_shareholder_address}} (the "Rollover Shareholder"); and

2. {{new_entity_name}}, a company duly incorporated under the laws of {{jurisdiction_new_entity}} with registration number {{new_entity_registration_number}}, and having its registered office at {{new_entity_address}} (the "New Entity").

Collectively, the Rollover Shareholder and the New Entity are hereinafter referred to as the "Parties" and individually as a "Party".

RECITALS

A. The Rollover Shareholder is the registered and beneficial owner of {{number_of_shares}} ordinary shares (the "Existing Shares") in {{original_company_name}}, a company duly incorporated under the laws of {{jurisdiction_original_company}} with registration number {{original_company_registration_number}}, and having its registered office at {{original_company_address}} (the "Original Company").

B. The Parties contemplate a transaction whereby the business and/or assets of the Original Company will be transferred to the New Entity (the "Transaction").

C. In connection with the Transaction, the Rollover Shareholder has agreed to surrender and/or exchange the Existing Shares for shares in the New Entity, subject to the terms and conditions set forth herein.

AGREEMENT TO ROLLOVER

3.1. Subject to the terms and conditions of this Agreement, the Rollover Shareholder hereby irrevocably agrees to surrender and/or exchange all of the Existing Shares for such number of {{new_entity_share_type}} shares in the New Entity as shall be determined in accordance with Clause 4 below (the "Rollover Shares").

3.2. The Rollover Shares shall be issued to the Rollover Shareholder or its nominated transferee(s), free from all encumbrances, liens, and third-party rights, save for any restrictions imposed by applicable law or the articles of incorporation of the New Entity.

DETERMINATION OF ROLLOVER VALUE AND SHARE ALLOCATION

4.1. The value attributed to the Existing Shares for the purpose of this rollover shall be {{valuation_method}} (e.g., agreed valuation, fair market value as determined by an independent valuer).

4.2. The number of Rollover Shares to be issued to the Rollover Shareholder shall be calculated by dividing the value attributed to the Existing Shares by the agreed issue price per {{new_entity_share_type}} share of the New Entity, which is {{share_issue_price_per_share}}.

4.3. Any fractional Rollover Shares shall be rounded {{rounding_method}} (e.g., up, down, to the nearest whole number).

ELECTION CLAUSE

5.1. The Rollover Shareholder shall have the option (the "Election") to elect to:

a) Rollover all Existing Shares into Rollover Shares in the New Entity; OR

b) Rollover {{percentage_to_rollover}}% of the Existing Shares into Rollover Shares in the New Entity and receive cash consideration for the remaining {{percentage_for_cash}}% of the Existing Shares at a price of {{cash_consideration_per_share}} per share.

5.2. The Rollover Shareholder shall notify the New Entity of its Election in writing by no later than {{election_deadline}}. Failure to make an Election by the deadline will be deemed an election to {{default_election_option}}.

5.3. The New Entity shall confirm the receipt of the Election notice within {{confirmation_days}} business days of receipt.

REPRESENTATIONS AND WARRANTIES

Each Party represents and warrants to the other Party that:

6.1. It has the full corporate power and authority to enter into and perform its obligations under this Agreement.

6.2. This Agreement constitutes a legal, valid, and binding obligation, enforceable against it in accordance with its terms.

6.3. Its entry into and performance of this Agreement will not conflict with any agreement to which it is a party or any law to which it is subject.

GOVERNING LAW AND JURISDICTION

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

7.2. The Parties irrevocably agree that the courts of {{dispute_resolution_jurisdiction}} shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims).

GENERAL

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

8.2. No amendment or variation of this Agreement shall be valid unless in writing and signed by or on behalf of all Parties.

8.3. 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.

SIGNATURES

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

FOR THE ROLLOVER SHAREHOLDER:

_____________________________

Name: {{rollover_shareholder_name}}

Date: {{signature_date_rollover_shareholder}}

FOR THE NEW ENTITY:

_____________________________

Name: {{new_entity_authorised_signatory_name}}

Title: {{new_entity_authorised_signatory_title}}

Date: {{signature_date_new_entity}}