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Exchange Agreement 债转股协议【全英文】

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

_________(PLAC ENAME) corporation ("CCC _________(PLAC ENAME)") (CCC _________(PLACENAME) and CCC

_________(PLAC ENAME) are sometimes collectively referred to as "CCC").

RECITALS

A. The parties intend that, subject to the terms and conditions of this Ag reement, 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 C ommon 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 C ommon 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 u nder Section 368 of the U.S. Internal Revenue Code of 1986, as amended (the "C ode").

NOW, THER EFOR E, the parties hereby agree as follows:

1. C ER TAIN 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 Ag reement" means that certain C omprehensive Cross Certification Ag reement, dated

_________,_________,_________(M/D/Y), between CCC C onsulting (Pty) Ltd. and Entrust Technologies, Inc.

1.4 "Exchange" means, collectively, the exchange of all of the issued and ou tstanding CCC Stock for the Exchange

Shares contemplated by Section 2 below.

1.5 "Exchange Nu mber" means the quotient ob tained b y dividing (i) the Exchange Shares (as defined below) b y (ii) the

CCC Fully Dilu ted Nu mber.

1.6 "Exchange Shares" means the total number of shares of AAA Common Stock, as presently constituted, that will be

issued under this Agreement in exchange for all of the shares of CCC Stock that are issued and ou tstanding

immediately prior to the Closing and is equal to the nu mber of Transaction Shares minus the number of R estraint

Shares.

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