《Exchange_Agreement_债转股协议【全英文】》.docxVIP

Exchange Agreement债转股协议 THIS EXCHANGE AGREEMENT (this Agreement) is made and entered into as of_________,_________,_________(M/D/Y) (the Agreement Date) by and between AAA, INC., a _________(PLACENAME) corporation (AAA), and BBB(sb), an individual (CCC Shareholder), who is the sole shareholder of CCC LTD., a corporation organized and existing under the laws of _________(PLACENAME) (CCC _________(PLACENAME)), and CCC [_________(PLACENAME)], Inc., a _________(PLACENAME) corporation (CCC _________(PLACENAME)) (CCC _________(PLACENAME) and CCC _________(PLACENAME) are sometimes collectively referred to as CCC). RECITALSA. The parties intend that, subject to the terms and conditions of this Agreement, AAA will acquire 100% of the issued and outstanding share capital of CCC from the CCC Shareholder pursuant to the terms and conditions set forth herein in exchange for shares of AAA Common Stock. B. Upon the effectiveness of the Exchange (as defined below), all the issued and outstanding shares of CCC will be transferred to AAA in exchange for shares of AAA Common Stock. C. The representations and warranties of the CCC Shareholder herein are a material inducement to AAA to enter into this Agreement. D. The parties acknowledge that the Exchange will not qualify as, and is not intended to qualify as, a reorganization under Section 368 of the U.S. Internal Revenue Code of 1986, as amended (the Code). NOW, THEREFORE, the parties hereby agree as follows: 1. CERTAIN DEFINITIONS. As used in this Agreement, the following terms will have the meanings set forth below: 1.1 Closing is defined in Section 7.1. 1.2 Closing Date is defined in Section 7.1. 1.3 Entrust Agreement means that certain Comprehensive Cross Certification Agreement, dated _________,_________,_________(M/D/Y), between CCC Consulting (Pty) Ltd. and Entrust Technologies, Inc. 1.4 Exchange means, collectively, the exchange of all of the issued and outstanding CCC Stock for the Exchange Shares contemplated by Sec