Agreement And Plan Of Share Exchange Sample Contracts

Chess Supersite Corp – Agreement and Plan of Share Exchange (July 3rd, 2018)

THIS AGREEMENT AND PLAN OF SHARE EXCHANGE ("Agreement") is dated as of June 27, 2018, and is by and among Chess Supersite Corporation, a Delaware corporation ("Company"), Visava Inc., an Ontario, Canada corporation ("Visava") and the undersigned shareholders of Visava ("Visava Shareholders").

Plush Corp – Agreement and Plan of Share Exchange (April 11th, 2018)

THIS AGREEMENT AND PLAN OF SHARE EXCHANGE (hereinafter referred to as the "Agreement"), is entered into as of January 26, 2018 by and among, Tron Group Inc., a publicly-owned Nevada corporation ("TRON"), Talk Focus Sdn Bhd., a Malaysian corporation ("Talk Focus") and one of the shareholders of Talk Focus, a common shareholder of both corporations ("Talk Focus Shareholder"), sometimes hereinafter collectively referred to as the "Parties" and individually as a "Party.")

Plush Corp – Agreement and Plan of Share Exchange (April 9th, 2018)

THIS AGREEMENT AND PLAN OF SHARE EXCHANGE (hereinafter referred to as the "Agreement"), is entered into as of January ____, 2018 by and among, Tron Group Inc., a publicly-owned Nevada corporation ("TRON"), Talk Focus Sdn Bhd., a Malaysian corporation ("Talk Focus") and one of the shareholders of Talk Focus , a common shareholder of both corporations ("Talk Focus Shareholder"), sometimes hereinafter collectively referred to as the "Parties" and individually as a "Party.")

Plush Corp – Agreement and Plan of Share Exchange (January 26th, 2018)

THIS AGREEMENT AND PLAN OF SHARE EXCHANGE (hereinafter referred to as the "Agreement"), is entered into as of January 26, 2018 by and among, Tron Group Inc., a publicly-owned Nevada corporation ("TRON"), Talk Focus Sdn Bhd., a Malaysian corporation ("Talk Focus") and one of the shareholders of Talk Focus ("Talk Focus Shareholder"), sometimes hereinafter collectively referred to as the "Parties" and individually as a "Party.")

SMG Indium Resources Ltd. – AGREEMENT AND PLAN OF SHARE EXCHANGE by and Among MG Cleaners LLC, a Texas Limited Liability Company and the Members of MG Cleaners LLC Listed Herein, on the One Hand ; And SMG Indium Resources Ltd., a Delaware Corporation September 19, 2017 AGREEMENT AND PLAN OF SHARE EXCHANGE (October 27th, 2017)

This Agreement and Plan of Share Exchange, dated as of September 19, 2017 (this " Agreement "), is made and entered into by and among MG Cleaners LLC, a Texas limited liability company (" MG "), and the members of MG listed on Schedule I attached hereto (each, an " MG Member ", and collectively, the " MG Members "), on the one hand; and SMG Indium Resources Ltd., a Delaware corporation (" SMGI ").

SMG Indium Resources Ltd. – AGREEMENT AND PLAN OF SHARE EXCHANGE by and Among MG Cleaners LLC, a Texas Limited Liability Company and the Members of MG Cleaners LLC Listed Herein, on the One Hand; And SMG Indium Resources Ltd., a Delaware Corporation September 19, 2017 AGREEMENT AND PLAN OF SHARE EXCHANGE (September 19th, 2017)

This Agreement and Plan of Share Exchange, dated as of September 19, 2017 (this "Agreement"), is made and entered into by and among MG Cleaners LLC, a Texas limited liability company ("MG"), and the members of MG listed on Schedule I attached hereto (each, an "MG Member", and collectively, the "MG Members"), on the one hand; and SMG Indium Resources Ltd., a Delaware corporation ("SMGI").

AGREEMENT AND PLAN OF SHARE EXCHANGE OF CHERUBIM INTERESTS, INC. A Nevada Corporation (July 28th, 2017)
CapStar Financial Holdings, Inc. – Agreement and Plan of Share Exchange (August 29th, 2016)

THIS AGREEMENT AND PLAN OF SHARE EXCHANGE (the Agreement) is executed and delivered as of December 1, 2015, by and between CAPSTAR FINANCIAL HOLDINGS, INC., a Tennessee corporation (Holding Company), and CAPSTAR BANK, a Tennessee-chartered banking corporation (Bank), for the purpose of effecting a statutory share exchange to facilitate the formation of a one-bank holding company that will own all of the issued and outstanding shares of Bank.

Cryptosign, Inc. – Form of Agreement and Plan of Share Exchange (October 13th, 2015)

AGREEMENT AND PLAN OF SHARE EXCHANGE (this "Agreement"), dated as of October 8, 2015, by and among CryptoSign, Inc. (formerly StrategaBiz, Inc. and Agricon Global Corporation), a Delaware corporation (the "CryptoSign"), NABUfit Global ApS a Danish company (the "Company") and Mads H. Frederiksen and Ulrik Moll (the "Shareholders' Representatives"), as the representatives of the shareholders holding no less than ninety percent (90%) of the issued and outstanding capital stock of the Company (collectively, the "Company Shareholders" and each a "Company Shareholder"). Each of the parties to this Agreement is individually referred to herein as a "Party" and collectively as the "Parties."

Kentucky Bancshares – Agreement and Plan of Share Exchange Between Kentucky Bancshares, Inc. And Madison Financial Corporation (January 27th, 2015)

THIS AGREEMENT AND PLAN OF SHARE EXCHANGE (the Agreement) is made and entered into as of the 21st day of January, 2015, by and between (i) MADISON FINANCIAL CORPORATION, a Kentucky corporation with its principal executive offices located at 1001 Gibson Bay Drive, Suite 101, Richmond, Kentucky 40475 (MFC), and (ii) KENTUCKY BANCSHARES, INC., a Kentucky corporation with its principal executive offices located at 339 Main Street, Paris, Kentucky 40361 (KBI).

6D Global Technologies, Inc – Agreement and Plan of Share Exchange (June 17th, 2014)

THIS AGREEMENT AND PLAN OF SHARE EXCHANGE (hereinafter referred to as the Agreement), is entered into this 13th day of June 2014, by and among, CLEANTECH INNOVATIONS, INC., a Nevada corporation (the Company), INITIAL KONCEPTS, INC., d/b/a SIX DIMENSIONS, a California corporation (Newco) and the Shareholder of Newco set forth on the signature page hereof (the Newco Holder). (The Company, Newco, and the Newco Holder are sometimes hereinafter collectively referred to as the Parties and individually as a Party.)

Community Bank Shares of Indiana, Inc. – AGREEMENt and Plan of Share Exchange Between Community Bank Shares of Indiana, Inc. And First Financial Service Corporation AGREEMENT and Plan of Share Exchange (April 22nd, 2014)

THIS AGREEMENT AND PLAN OF SHARE EXCHANGE (the "Agreement") is made and entered into as of the 21st day of April, 2014, by and among (i) first financial service corporation, a Kentucky corporation with its principal executive offices located at 2323 Ring Road, Elizabethtown, Kentucky 42701 ("FFKY") and (ii) community bank shares of indiana, inc., an Indiana corporation with its principal executive offices located at 101 West Spring Street, New Albany, Indiana 47150 ("CBIN").

Marketingmobiletext, Inc. – Agreement and Plan of Share Exchange (March 13th, 2014)

THIS AGREEMENT AND PLAN OF SHARE EXCHANGE (hereinafter referred to as the "Agreement"), is entered into as of this ___ day of _________, by and among, MARKETINGMOBILE TEXT, INC., a Nevada corporation ("MTI"), Slimko Holdings LLC, the principal stockholder of MTI (the "Majority Shareholder"), GREEN REMANUFACTURING SOLUTIONS, LLC, a Delaware limited liability company ("GRS") and each of the equityholders of GRS (the "GRS Holders"). (MTI, GRS, and the GRS Holders are sometimes hereinafter collectively referred to as the "Parties" and individually as a "Party").

DanDrit Biotech USA, Inc. – Agreement and Plan of Share Exchange (February 14th, 2014)

This AGREEMENT AND PLAN OF SHARE EXCHANGE (this "Agreement") is entered into as of this 12th day of February, 2014 by and among Putnam Hills Corp., a Delaware corporation ("Putnam"), Dandrit BioTech A/S, a Danish company ("Dandrit") and Niels Erik Nielsen (the "Shareholders' Representative"), the representative of shareholders a majority of the issued and outstanding capital stock of Dandrit (collectively, the "Dandrit Consenting Shareholders" and together will all other holders of the outstanding capital stock of Dandrit, each a "Dandrit Shareholder", and collectively, the "Dandrit Shareholders"). Each of the parties to this Agreement is individually referred to herein as a "Party" and collectively as the "Parties".

Virginia National Bankshares Corp – Reorganization Agreement and Plan of Share Exchange (December 18th, 2013)

This REORGANIZATION AGREEMENT AND PLAN OF SHARE EXCHANGE (this Agreement), dated as of March 6, 2013, is entered into between Virginia National Bank (the Bank), a national bank organized under the laws of the United States, and Virginia National Bankshares Corporation (the Holding Company), a corporation organized under the laws of the Commonwealth of Virginia.

Vican Resources, Inc. – AGREEMENT AND PLAN OF SHARE EXCHANGE OF VICAN RESOURCES, INC. A Nevada Corporation (October 16th, 2013)
Quintiles Transitional Holdings – Assignment and Assumption Agreement (February 15th, 2013)

This ASSIGNMENT AND ASSUMPTION AGREEMENT (this Assignment Agreement) by and between Quintiles Transnational Corp., a North Carolina corporation (Assignor), and Quintiles Transnational Holdings Inc., a North Carolina corporation (Assignee), made and dated as of December 10, 2009.

Quintiles Transitional Holdings – Agreement and Plan of Share Exchange (February 15th, 2013)

THIS AGREEMENT AND PLAN OF SHARE EXCHANGE (this Agreement and Plan of Share Exchange), is made and entered into as of December 3, 2009 by and between Quintiles Transnational Holdings Inc., a North Carolina corporation (Holdings), and Quintiles Transnational Corp., a North Carolina corporation (Quintiles).

Montalvo Spirits, Inc. – AGREEMENT AND PLAN OF SHARE EXCHANGE by and Among ADVANCED CLOUD STORAGE, INC. A Nevada Corporation and CASA MONTALVO HOLDINGS, INC. A California Corporation and the SHAREHOLDERS OF CASA MONTALVO HOLDINGS, INC. Dated as of December 21, 2012 AGREEMENT AND PLAN OF SHARE EXCHANGE (December 24th, 2012)

THIS AGREEMENT AND PLAN OF SHARE EXCHANGE (hereinafter referred to as the "Agreement"), is entered into as of this 21st day of December, 2012, by and among, ADVANCED CLOUD STORAGE, INC., a Nevada corporation (the "Company"), CASA MONTALVO HOLDINGS, INC., a California corporation ("Casa Montalvo ") and each of the Shareholders of Casa Montalvo set forth on the signature page hereof (the "Casa Montalvo Holders"). (The Company, Casa Montalvo, and the Casa Montalvo Holders are sometimes hereinafter collectively referred to as the "Parties" and individually as a "Party.")

Yaterra Ventures Corp. – Agreement and Plan of Share Exchange (May 24th, 2012)

THIS AGREEMENT AND PLAN OF SHARE EXCHANGE (hereinafter referred to as the Agreement), is entered into as the date set forth below, by and among, Yaterra Ventures Corp., a publicly-owned Nevada corporation (Acquirer), PureSpectrum Oil and Gas, Inc. a Nevada corporation (Target) and the Targets parent, PureSpectrum, Inc., (the Target Parent) and the secured creditors of the Targets Parent (the Secured Creditors). Acquirer, Target, Target Parent and the Secured Creditors are sometimes hereinafter collectively referred to as the Parties and individually as a Party).

Rotoblock – Amended and Restated Agreement and Plan of Share Exchange (March 30th, 2012)

THIS AMENDED AND RESTATED AGREEMENT AND PLAN OF SHARE EXCHANGE (this "Agreement") is dated as of November 11, 2011, and is by and among daifuWaste Management Holding Limited, an exempted company incorporated with limited liability in the Cayman Islands ("Daifu"), and the undersigned ordinary shareholders of Daifu (the "Daifu Shareholders"), Rotoblock Corporation, a Nevada corporation (the "Company") and Chien Chih Liu (the "Company Shareholder"). Daifu is a party to this Agreement solely to make representations and warranties as set forth herein.

Leviathan Minerals Group Inc. – Agreement and Plan of Share Exchange (December 12th, 2011)

This Agreement and Plan of Share Exchange, dated as of August 22, 2011 (this "Agreement"), is made and entered into by and among Top Yield Holdings Limited, a company incorporated in the British Virgin Islands ("Top Yield"), the holders of 100% of the issued and outstanding equity interests of Top Yield whose name and signature appear on the signature page hereto titled Signature Page of Top Yield Shareholder (the "Top Yield Shareholders"), PT Havilah Abadi Sejahtera, a company incorporated in the Republic of Indonesia ("PTHAS"), and the holder of 99% of the issued and outstanding equity interests of PTHAS whose name and signature appear on the signature page hereof titled Signature Page of PT Havilah Abadi Sejahtera Shareholder (the "PTHAS Shareholder"), PT Aega Prima, a company incorporated in the Republic of Indonesia ("PT Aega"), the holder of 80% of the issued and outstanding equity interests of PT Aega whose name and signature appear on the signature page hereto titled Signature

Rotoblock – Amended and Restated Agreement and Plan of Share Exchange (November 15th, 2011)

THIS AMENDED AND RESTATED AGREEMENT AND PLAN OF SHARE EXCHANGE (this "Agreement") is dated as of November 11, 2011, and is by and among daifuWaste Management Holding Limited, an exempted company incorporated with limited liability in the Cayman Islands ("Daifu"), and the undersigned ordinary shareholders of Daifu (the "Daifu Shareholders"), Rotoblock Corporation, a Nevada corporation (the "Company") and Chien Chih Liu (the "Company Shareholder"). Daifu is a party to this Agreement solely to make representations and warranties as set forth herein.

Leviathan Minerals Group Inc. – Agreement and Plan of Share Exchange (August 26th, 2011)

This Agreement and Plan of Share Exchange, dated as of August 22, 2011 (this "Agreement"), is made and entered into by and among Top Yield Holdings Limited, a company incorporated in the British Virgin Islands ("Top Yield"), the holders of 100% of the issued and outstanding equity interests of Top Yield whose name and signature appear on the signature page hereto titled Signature Page of Top Yield Shareholder (the "Top Yield Shareholders"), PT Havilah Abadi Sejahtera, a company incorporated in the Republic of Indonesia ("PTHAS"), and the holder of 99% of the issued and outstanding equity interests of PTHAS whose name and signature appear on the signature page hereof titled Signature Page of PT Havilah Abadi Sejahtera Shareholder (the "PTHAS Shareholder"), PT Aega Prima, a company incorporated in the Republic of Indonesia ("PT Aega"), the holder of 80% of the issued and outstanding equity interests of PT Aega whose name and signature appear on the signature page hereto titled Signature

GreenHouse Holdings, Inc. – AGREEMENT AND PLAN OF SHARE EXCHANGE Dated as of May 19, 2011 by and Among GREENHOUSE HOLDINGS, INC., CONTROL ENGINEERING, INC., DAVID LAUTNER and CARLOS CARRILLO (May 27th, 2011)

THIS AGREEMENT AND PLAN OF SHARE EXCHANGE (hereinafter referred to as the "Agreement"), is entered into as of this 19th day of May, 2011, by and among GreenHouse Holdings, Inc., a Nevada corporation ("GreenHouse"), Control Engineering, Inc., a Delaware corporation (the "Company"), David Lautner and Carlos Carrillo, each an individual in his capacity as a shareholder of Company (collectively, the "Company Holders"). (GreenHouse, the Company and the Company Holders are sometimes hereinafter collectively referred to as the "Parties" and individually as a "Party"). Capitalized terms used and not otherwise defined herein have the meanings given to them in Article 11.

HWI Global – Agreement and Plan of Share Exchange (April 15th, 2011)

THIS AGREEMENT AND PLAN OF SHARE EXCHANGE (hereinafter referred to as the "Agreement"), is entered into as of December 28, 2010 by and among, IVT Software, INC. , a publicly-owned Nevada corporation ("IVTW"), and Haddad Wylie Industries, LLC a Pennsylvania LLC ("HWI") sometimes hereinafter collectively referred to as the "Parties" and individually as a "Party.")

HWI Global – Agreement and Plan of Share Exchange (March 29th, 2011)

THIS AGREEMENT AND PLAN OF SHARE EXCHANGE (hereinafter referred to as the "Agreement"), is entered into as of December 28, 2010 by and among, IVT Software, INC. , a publicly-owned Nevada corporation ("IVTW"), and Haddad Wylie Industries, LLC a Pennsylvania LLC ("HWI") sometimes hereinafter collectively referred to as the "Parties" and individually as a "Party.")

Vgtel Inc. – Agreement and Plan of Share Exchange (March 4th, 2011)

THIS AGREEMENT AND PLAN OF SHARE EXCHANGE (hereinafter referred to as the "Agreement"), executed on February 24, 2011 ("Effective Date") by and among VGTEL, INC. , a publicly-owned New York corporation, with a business address at 2 Ingrid Road, Setauket NY 11733 ("VGTL"), and VENTURE INDUSTRIES, INC., a Nevada corporation, with a business address at c/o Hiscock & Barclay, 7 Times Square 44th Floor, New York, New York 10036 ("VII"). VGTL and VII are sometimes hereinafter collectively referred to as the "P(p)arties" and individually as a "P(p)arty".

Vgtel Inc. – Agreement and Plan of Share Exchange (February 24th, 2011)

THIS AGREEMENT AND PLAN OF SHARE EXCHANGE (hereinafter referred to as the "Agreement"), executed on February 24, 2011 ("Effective Date") by and among VGTEL, INC. , a publicly-owned New York corporation, with a business address at 2 Ingrid Road, Setauket NY 11733 ("VGTL"), and VENTURE INDUSTRIES, INC., a Nevada corporation, with a business address at c/o Hiscock & Barcla y, 7 Times Square 44th Floor, New York, New York 10036 ("VII"). VGTL and VII are sometimes hereinafter collectively referred to as the "P(p)arties" and individually as a "P(p)arty".

HWI Global – Agreement and Plan of Share Exchange (February 24th, 2011)

THIS AGREEMENT AND PLAN OF SHARE EXCHANGE (hereinafter referred to as the "Agreement"), is entered into as of December 28, 2010 by and among, IVT Software, INC. , a publicly-owned Nevada corporation ("IVTW"), and Haddad Wylie Industries, LLC a Pennsylvania LLC ("HWI") sometimes hereinafter collectively referred to as the "Parties" and individually as a "Party.")

HWI Global – Agreement and Plan of Share Exchange (January 3rd, 2011)

THIS AGREEMENT AND PLAN OF SHARE EXCHANGE (hereinafter referred to as the "Agreement"), is entered into as of December 28, 2010 by and among, IVT Software, INC. , a publicly-owned Nevada corporation ("IVTW"), and Haddad Wylie Industries, LLC a Pennsylvania LLC ("HWI") sometimes hereinafter collectively referred to as the "Parties" and individually as a "Party.")

GreenHouse Holdings, Inc. – Addendum to Agreement and Plan of Share Exchange (September 14th, 2010)

This ADDENDUM (the "Addendum") dated September 1, 2010, amends and is made a part of that certain Agreement and Plan of Share Exchange ("Agreement"), dated July 21, 2010, by and between GREENHOUSE HOLDINGS, INC., a publicly-owned Nevada corporation ("GreenHouse"), GREEN HOUSE HOLDINGS, INC., a Nevada corporation and wholly-owned subsidiary of GreenHouse ("GHH"), BILLY C. JONES a resident of the state of North Carolina ("Jones"), LIFE PROTECTION, INC., a North Carolina corporation ("Life Protection") and each of the shareholders of Life Protection (the "Life Protection Shareholders", and together with Life Protection and Jones, the "Sellers"). (GreenHouse, GHH, Life Protection, Life Protection Shareholders, and Jones are sometimes hereinafter collectively referred to as the "Parties" and individually as a "Party"). Capitalized terms used herein but not separately defined shall have the meanings ascribed to such terms in the Agreement.

Res-Care, Inc. – AGREEMENT AND PLAN OF SHARE EXCHANGE Between Onex Rescare Acquisition LLC and Res-Care, Inc. Dated as of September 6, 2010 (September 10th, 2010)

AGREEMENT AND PLAN OF SHARE EXCHANGE, dated as of September 6, 2010 (this Agreement), between Onex Rescare Acquisition LLC, a Delaware limited liability company (Purchaser), and Res-Care, Inc., a Kentucky corporation (the Company).

Q Lotus Holdings Inc – Agreement and Plan of Share Exchange (August 17th, 2010)

THIS AGREEMENT AND PLAN OF SHARE EXCHANGE (hereinafter referred to as the "Agreement"), is entered into as of 11th day of June 2010 , by and among, EXTREME HOME STAGING, INC., a publicly-owned Nevada corporation ("EXSG"), and Q LOTUS, INC., a Nevada corporation ("QLI"), sometimes hereinafter collectively referred to as the "Parties" and individually as a "Party.")

GreenHouse Holdings, Inc. – Agreement and Plan of Share Exchange (July 23rd, 2010)

THIS AGREEMENT AND PLAN OF SHARE EXCHANGE (hereinafter referred to as the "Agreement"), is entered into as of this 21st day of July, 2010, by and between, GREENHOUSE HOLDINGS, INC., a publicly-owned Nevada corporation ("GreenHouse"), GREEN HOUSE HOLDINGS, INC., a Nevada corporation and wholly-owned subsidiary of GreenHouse ("GHH"), BILLY C. JONES a resident of the state of North Carolina ("Jones"), LIFE PROTECTION, INC., a North Carolina corporation ("Life Protection") and each of the shareholders of Life Protection (the "Life Protection Shareholders", and together with Life Protection and Jones, the "Sellers"). (GreenHouse, GHH, Life Protection, Life Protection Shareholders, and Jones are sometimes hereinafter collectively referred to as the "Parties" and individually as a "Party").