Rollover Agreement Values Shares with Adjustment Clause

{{company_name}}

{{company_address}}

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

Rollover Agreement Values Shares with Adjustment Clause

Rollover Agreement Values Shares with Adjustment Clause

{{company_name}}

{{company_address}}

Phone: {{phone}}

Email: {{email}}

Website: {{website}}

ROLLOVER AGREEMENT

THIS ROLLOVER AGREEMENT (this 'Agreement') is made and entered into as of this {{day}} day of {{month}}, {{year}} (the 'Effective Date'),

BY AND BETWEEN:

{{successor_company_name}}, a company duly incorporated under the laws of {{country}}, with its registered office at {{successor_company_address}} (hereinafter referred to as the 'Successor Company');

AND

{{employee_name}}, an individual residing at {{employee_address}} (hereinafter referred to as the 'Rollover Shareholder').

WHEREAS, the Rollover Shareholder holds certain shares or equity interests in {{predecessor_company_name}} (the 'Predecessor Company');

WHEREAS, the Successor Company intends to acquire, or has acquired, the Predecessor Company; and

WHEREAS, in connection with such acquisition, the Rollover Shareholder desires to roll over a portion or all of their equity interest in the Predecessor Company into shares of the Successor Company, subject to the terms and conditions set forth herein.

1. Rollover Shares

1.1. Subject to the terms and conditions of this Agreement, the Rollover Shareholder hereby agrees to irrevocably contribute, assign, transfer, and deliver to the Successor Company, free and clear of all liens, charges, and encumbrances, {{number_of_predecessor_shares}} ordinary shares of the Predecessor Company (the 'Rollover Shares'), representing {{percentage_of_predecessor_shares}}% of the issued share capital of the Predecessor Company.

1.2. In consideration for the contribution of the Rollover Shares, the Successor Company agrees to issue and allot to the Rollover Shareholder {{number_of_successor_shares}} ordinary shares of the Successor Company (the 'Successor Shares').

2. Valuation and Adjustment Clause

2.1. The parties agree that the value of each Rollover Share for the purpose of this Agreement is {{predecessor_share_value_currency}} {{predecessor_share_value}} and the value of each Successor Share is {{successor_share_value_currency}} {{successor_share_value}}.

2.2. In the event that the final audited financial statements of the Predecessor Company for the period ending {{financial_statement_end_date}} or any subsequent valuation (the 'Final Valuation') reveals a material discrepancy (defined as a variance exceeding {{variance_percentage}}%) in the net asset value or profitability representations made prior to the Effective Date, the number of Successor Shares to be issued shall be adjusted accordingly.

2.3. Such adjustment shall be calculated as follows: ( (A - B) / C ) + D, where:

A = Agreed Pre-Acquisition Value of Predecessor Company

B = Final Valuation of Predecessor Company

C = Value per Successor Share

D = Initially agreed number of Successor Shares.

2.4. Any adjustments under this Clause 2 shall be made within {{adjustment_days}} business days of the Final Valuation being agreed upon by both parties.

3. Representations and Warranties of the Rollover Shareholder

The Rollover Shareholder hereby represents and warrants to the Successor Company that:

3.1. The Rollover Shareholder is the sole legal and beneficial owner of the Rollover Shares and has good and marketable title thereto, free and clear of all encumbrances.

3.2. The Rollover Shareholder has the full legal right, power, and authority to enter into and perform this Agreement and to consummate the transactions contemplated hereby.

3.3. There are no outstanding options, warrants, calls, rights, commitments, or agreements of any character to which the Rollover Shareholder is a party or by which the Rollover Shares are bound, that would require the Rollover Shareholder to sell, assign, transfer, or otherwise dispose of any Rollover Shares to any person other than the Successor Company.

4. Representations and Warranties of the Successor Company

The Successor Company hereby represents and warrants to the Rollover Shareholder that:

4.1. The Successor Company is duly incorporated and validly existing under the laws of {{country}} and has the corporate power and authority to enter into and perform this Agreement.

4.2. The Successor Shares, when issued in accordance with this Agreement, will be duly authorised, validly issued, fully paid, and non-assessable, and will be free of any pre-emptive rights or similar rights.

5. Closing

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

5.2. At the Closing, the Rollover Shareholder shall deliver to the Successor Company the share certificates representing the Rollover Shares (or such other evidence of ownership as may be acceptable to the Successor Company), duly endorsed for transfer, or accompanied by a duly executed share transfer form.

5.3. At the Closing, the Successor Company shall issue the Successor Shares to the Rollover Shareholder and update its register of members accordingly.

6. Governing Law and Jurisdiction

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

6.2. Any disputes 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 arbitration rules of {{arbitration_institution}} in {{arbitration_city}}, {{country}}.

7. 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.

8. Amendments

No amendment, modification, or waiver of any provision of this Agreement shall be effective unless in writing and signed by both parties hereto.

SIGNATURES

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

FOR AND ON BEHALF OF {{successor_company_name}}

_____________________________

Name: {{successor_signatory_name}}

Title: {{successor_signatory_title}}

_____________________________

Rollover Shareholder

Name: {{employee_name}}

ID/Passport No.: {{employee_id_passport}}