Exchange-Agreement-债转股协议(全英文)范本.pdf

编号： _____________ Exchange Agreement 债转股协议 ________________________________________________ Name： Name：___________________________ Date ：__________________________ 第 1 页 共 46 页 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"). RECITAL S A. 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 CCCwill 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 thi