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1、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
2、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 thi
3、s 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 outstandin
4、g 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 inten
5、ded 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 defi
6、ned 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
7、and outstanding CCC Stock for the Exchange Shares contemplated by Section 2 below.1.5 Exchange Number means the quotient obtained by dividing (i) the Exchange Shares (as defined below) by (ii) the CCC Fully Diluted Number.1.6 Exchange Shares means the total number of shares of AAA Common Stock, as p
8、resently constituted, that will be issued under this Agreement in exchange for all of the shares of CCC Stock that are issued and outstanding immediately prior to the Closing and is equal to the number of Transaction Shares minus the number of Restraint Shares.1.7 Restraint Shares means the total nu
9、mber of shares of AAA Common Stock, as presently constituted, that will be issued under this Agreement in exchange for the Non Competition Agreements described in Section 5.13, in the numbers and to the persons (the Restrained Persons) set forth in Exhibit 9.9 hereto, which number of Restraint Share
10、s are contemplated, as of the date hereof, to equal approximately 1% of the Transaction Shares. In the event that any of the Non Competition Agreements are not entered into and effective as of the Closing, or in the event that such Restrained Persons shall fail to satisfy the requirements set forth
11、in Section 2.1.4 hereof, the Restraint Shares designated in Exhibit 9.9 with respect to each such Restrained Person will be issued instead to the CCC Shareholder as Exchange Shares.1.8 Shareholder Ancillary Agreements means, collectively the Investment Representation Letter, the Escrow Agreement, th
12、e Registration Rights Agreement, the Share Transfer Form CM 42, being the form prescribed by _(PLACENAME) law (the Share Transfer Form), Form W 8 and each other agreement, certificate or document (other than this Agreement) to which the CCC Shareholder is to enter into as a party thereto, or is to o
13、therwise execute and deliver pursuant to or in connection with this Agreement.1.9 CCC Ancillary Agreements means, collectively, each agreement, certificate or document (other than this Agreement) which CCC is to enter into as a party thereto, or is to otherwise execute and deliver, pursuant to or in
14、 connection with this Agreement.1.10 CCC Certificates means the share certificates representing all the CCC Shareholders shares of CCC Stock.1.11 CCC Fully Diluted Number means that number that is equal to the sum of the total number of shares that CCC _(PLACENAME) Stock that are issued and outstand
15、ing immediately prior to the Closing.1.12 CCC Shareholder means BBB(sb) who, immediately prior to the Closing, holds all the shares of CCC Stock that are issued and outstanding immediately prior to the Closing.1.13 CCC _(PLACENAME) Stock means shares in the share capital of CCC _(PLACENAME), ZAR 1,00 par value per share, comprising the entire issued capital of CCC _(PLACENAME), as constituted immediately prior to the Closing.1.14 CCC Stock means the CCC _(PLACENAME) Stock together with the CCC _(PLACENAME) Stock.1.15 CCC _(PLACENAME) Stock means shares in
