Rollover Agreement Many Value Provision Options

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{{company_address}}

Phone: {{phone}} | Email: {{email}} | Web: {{website}}

Rollover Agreement Many Value Provision Options

Rollover Agreement Many Value Provision Options

{{company_name}} {{company_address}} Tel: {{phone}} Email: {{email}} Website: {{website}}

ROLLOVER AGREEMENT

This Rollover Agreement (the 'Agreement') is made and entered into on this {{date_of_agreement}} day of {{month}}, {{year}},

BETWEEN:

{{party_a_name}}, a company duly incorporated and existing under the laws of {{jurisdiction_a}}, with its principal place of business at {{party_a_address}} (hereinafter referred to as 'Party A');

AND

{{party_b_name}}, a company duly incorporated and existing under the laws of {{jurisdiction_b}}, with its principal place of business at {{party_b_address}} (hereinafter referred to as 'Party B');

(Party A and Party B collectively referred to as the 'Parties' and individually as a 'Party').

RECITALS

WHEREAS, Party A and Party B have previously entered into an agreement dated {{original_agreement_date}} concerning {{description_of_original_agreement}} (the 'Original Agreement'); and

WHEREAS, the Parties wish to define the terms and conditions under which certain investments or assets (the 'Subject Assets') governed by the Original Agreement shall be rolled over or otherwise treated upon the occurrence of a specified event.

1. DEFINITIONS

1.1. 'Rollover Event' means {{description_of_rollover_event}}.

1.2. 'Rollover Option' means one of the options for the treatment of Subject Assets as set out in Clause 3 of this Agreement.

1.3. 'Subject Assets' means {{description_of_subject_assets}}.

2. PURPOSE

This Agreement sets out the terms and conditions governing the rollover of the Subject Assets upon the occurrence of a Rollover Event.

3. ROLLOVER OPTIONS

Upon the occurrence of a Rollover Event, the Parties agree that the Subject Assets shall be treated according to one of the following options, as shall be elected by {{electing_party}} by written notice to the other Party within {{notice_period}} days of the Rollover Event:

3.1. **Option 1: Full Rollover into New Investment.** The Subject Assets shall be fully rolled over into a new investment or agreement with {{new_investment_entity}}, under terms and conditions to be mutually agreed upon by the Parties and {{new_investment_entity}} within {{negotiation_period}} days following the election of this option. The value of the rolled-over assets shall be {{rollover_value_calculation_method}}.

3.2. **Option 2: Partial Rollover and Partial Payout.** A portion of the Subject Assets, specifically {{percentage_or_amount}}%, shall be rolled over into a new investment as described in Option 1, and the remaining {{remaining_percentage_or_amount}}% shall be paid out to {{payout_recipient}} in cash or equivalent, within {{payout_period}} days of the election of this option.

3.3. **Option 3: Rollover into Equity/Shares.** The Subject Assets shall be converted into equity or shares in {{target_company_for_equity}}, at a valuation to be determined by an independent valuer appointed jointly by the Parties (or, failing agreement, by {{appointing_authority}}) within {{valuation_period}} days of the election of this option.

3.4. **Option 4: Extension of Original Agreement.** The Original Agreement, with respect to the Subject Assets, shall be extended for an additional period of {{extension_period}} under the existing terms and conditions, or as otherwise mutually agreed upon by the Parties.

3.5. **Option 5: Payout.** The full value of the Subject Assets, calculated as per {{payout_value_calculation_method}}, shall be paid out to {{payout_recipient}} in cash or equivalent, within {{payout_period}} days of the election of this option.

3.6. **Option 6: Custom Rollover.** Any other rollover arrangement as may be mutually agreed upon in writing by the Parties within {{custom_rollover_negotiation_period}} days of the election of this option.

4. VALUATION

Unless otherwise specified, the valuation of the Subject Assets for the purpose of any rollover or payout shall be determined by {{valuation_methodology}} as of the date of the Rollover Event.

Any costs associated with the valuation shall be borne by {{valuation_cost_bearer}}.

5. REPRESENTATIONS AND WARRANTIES

Each Party represents and warrants that it has the full power and authority to enter into this Agreement and to perform its obligations hereunder.

6. GOVERNING LAW AND DISPUTE RESOLUTION

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 accordance with the rules of {{arbitration_institution}} for the time being in force, which rules are deemed to be incorporated by reference into this clause. The seat of the arbitration shall be {{arbitration_city}}, {{arbitration_country}}. The language of the arbitration shall be English.

7. ENTIRE AGREEMENT

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

8. AMENDMENTS

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

SIGNATURES

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

____________________________ Name: {{party_a_signatory_name}} Title: {{party_a_signatory_title}} For and on behalf of {{party_a_name}}

____________________________ Name: {{party_b_signatory_name}} Title: {{party_b_signatory_title}} For and on behalf of {{party_b_name}}