Share Exchange Agreement Sample Contracts

York Entertainment – SHARE EXCHANGE AGREEMENT by and Among RECALL STUDIOS, INC.; BRICK TOP HOLDINGS, INC. And SOUTHFORK VENTURES, INC. (August 15th, 2018)

This Share Exchange Agreement (this "Agreement") is entered into as of the date first set forth above (the "Closing Date") by and between (i) Recall Studios, Inc., a Florida corporation (the "Company"), (ii) Brick Top Holdings, Inc., a Florida corporation ("Brick Top"); and (iii) Southfork Ventures, Inc., , a Florida corporation ("Southfork" and, together with Brick Top, the "Shareholders"). The Company, and the Shareholders may be referred to herein individually as a "Party" and collectively as the "Parties."

American Lorain Corp – Share Exchange Agreement (August 14th, 2018)

This Share Exchange Agreement (this Agreement) is made and entered into as of August 8, 2018 by and among (i) Si Chen (the Chairman), (ii) American Lorain Corporation, a Nevada corporation (Pubco), (iii) Planet Green Holdings Corp., a British Virgin Islands company (Planet Green), (iv) Junan Hongrun Foodstuff Co., Ltd., a company incorporated in the PRC (Junan), (v) Shandong Lorain Co., Ltd., a company incorporated in the PRC (Shandong Lorain), (vi) International Lorain Holdings, Inc., a Cayman Islands company (ILH), (vii) Shandong Greenpia Foodstuff Co., Ltd., a business company incorporated in the PRC (Shandong Greenpia), (viii) Beijing Lorain Co., Ltd., a business company incorporated in the PRC (Beijing Lorain) and (ix) Luotian Lorain Co., Ltd., a business company incorporated in the PRC (Luotian Lorain). The Chairman, Pubco, Planet Green, Junan, Shandong Lorain, ILH, Shandong Greenpia, Beijing Lorain and Luotian Lorain are sometimes referred to herein individually as a Party and,

Organic Agricultural Co Ltd – SHARE EXCHANGE AGREEMENT by and Among Organic Agricultural Company Limited a Nevada Corporation and Organic Agricultural (Samoa) Co., Ltd a Samoa International Company and the Shareholders of Organic Agricultural (Samoa) Co., Ltd Dated as of May 16, 2018 SHARE EXCHANGE AGREEMENT (August 13th, 2018)

THIS SHARE EXCHANGE AGREEMENT (hereinafter referred to as this "Agreement") is entered into as of the 16th day of May, 2018, by and among Organic Agricultural Company Limited, a Nevada corporation ("Organic Agricultural"), Organic Agricultural (Samoa) Co., Ltd, a Samoa international company ("Organic Agricultural (Samoa)"), and the shareholders of Organic Agricultural (Samoa) (the "Organic Agricultural (Samoa) Shareholders"), upon the following premises:

Gold Union Inc. – Share Exchange Agreement (August 8th, 2018)

This SHARE EXCHANGE AGREEMENT (hereinafter referred to as "this Agreement") dated as of August 8, 2018, by and among Noble Vici Group, Inc., a Delaware corporation ("NVGI" or the "Company"), Noble Vici Private Limited, a Singapore corporation ("NVPL") and each of the undersigned parties (each, an "Investor," and collectively, the "Investors").

Greater Cannabis Company, Inc. – Share Exchange Agreement (August 3rd, 2018)

THIS SHARE EXCHANGE AGREEMENT (the "Agreement") is made this 31st day of July 2018, by and among The Greater Cannabis Company, Inc., a Florida corporation ("GCAN"), Merger Sub, a special purpose Florida corporation established for the purpose of effecting a reverse triangular merger with GCAN, the Company and the Selling Shareholders ("Merger Sub"), Green C Corporation, a Canadian company incorporated under the laws of the Province of Ontario (the "Company") and the shareholders of the Company as set forth on Exhibit A attached hereto (collectively, the "Selling Shareholders"), on the other hand.

TYG Solutions Corp. – Share Exchange Agreement (July 31st, 2018)

This Share Exchange Agreement, dated as of July 25, 2018 (this "Agreement"), is made and entered into by and among TYG Solutions Corporation, a Delaware corporation ("TYYG" or the "Company") on the one hand; and Kannalife Sciences, Inc., ("Kannalife") a Delaware corporation and the Stockholders of Kannalife listed on Exhibit A attached hereto (each, a "Kannalife Stockholder" and collectively the "Kannalife Stockholders") that meet the requirements of eligibility and participate in the Share Exchange (as hereinafter defined), on the other hand.

Cosmos Holdings Inc. – Share Exchange Agreement (July 19th, 2018)

IN CONSIDERATION of the premises and mutual covenants hereinafter contained and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by each of the parties hereto, the parties agree with one another as follows:

Pack Fuerte, Inc. – Share Exchange Agreement (July 6th, 2018)

THIS SHARE EXCHANGE AGREEMENT, dated as of July 4, 2018 (this "Agreement") is entered into by and among, NAMI CORP, a corporation organized under the laws of the State of Nevada ("NAMI"), GMCI CORP, a corporation organized under the laws of the State of Nevada ("GMCI") and the sole shareholder of SBS Mining Corp. Malaysia Sd. Bhd., a Malaysian corporation ("SBS"). NAMI and GMCI are referred to singularly as a "Party" and collectively as the "Parties."

iHookup Social, Inc. – Share Exchange Agreement (July 2nd, 2018)

This SHARE EXCHANGE AGREEMENT ("Agreement"), dated as of June 27, 2018, is made by and among FRIENDABLE, INC., a corporation organized under the laws of Nevada (the "Acquiror"), each of the persons listed on Schedule 1 hereto who are the principal shareholders of the Acquiror (collectively, the "Acquiror Principal Shareholders" and individually, an "Acquiror Shareholder"), SHARPS TECHNOLOGY INC., a corporation organized under the laws of the State of Wyoming (the "Acquiree"), and each of the Persons listed on Schedule I hereto who are principal shareholders of the Acquiree (collectively, the "Acquiree Principal Shareholders," and individually an "Acquiree Principal Shareholder"). Each of the Acquiror, Acquiree and Acquiree Principal Shareholders are referred to herein individually as a "Party" and collectively as the "Parties."

Reliant Service Inc – Share Exchange Agreement (June 20th, 2018)

This SHARE EXCHANGE AGREEMENT (this "Agreement") is entered into as of this 19 of June, 2018, by and among Reliant Service Inc., a Nevada corporation (hereinafter referred to as "RLLT" or "Company"), Coolpaul Holdings Group Limited., a Republic of Seychelles limited liability company ("CPRC"), five stockholders set forth in Schedule A, who collectively hold 100% of the issued and outstanding capital stock of CPRC ("Stockholders").

DD's Deluxe Rod Holder, Inc. – Share Exchange Agreement (June 15th, 2018)

This SHARE EXCHANGE AGREEMENT (this "Agreement"), dated as of June 15, 2018, is by and among DD's Deluxe Rod Holder Inc., a Nevada corporation ("DDLX"), GOLDEN SUNSET GROUP LIMITED, a Seychelles International Business Company ("Golden Sunset"), and the shareholders of Golden Sunset identified on Annex A hereto (each, a "Shareholder" and together the "Shareholders"). Each of the parties to this Agreement is individually referred to herein as a "Party" and collectively, as the "Parties."

Contact Minerals Corp. – Share Exchange Agreement (June 11th, 2018)

This SHARE EXCHANGE AGREEMENT (hereinafter referred to as "this Agreement") dated as of June 8, 2018, by and among WECONNECT Tech International Inc., a Nevada corporation ("WECT" or the "Company"), MIG Mobile Tech Berhad, a Malaysian corporation ("MIG") and each of the undersigned parties (each, an "Investor," and collectively, the "Investors").

Resort Savers, Inc. – Share Exchange Agreement (May 22nd, 2018)

This Share Exchange Agreement (this "Agreement") is made and entered into as of May 16, 2018 by and among (i) Resort Savers Inc. (the "Purchaser"), a Nevada corporation, and (ii) Mr. YANG Baojin (the "Seller"), a citizen of the People's Republic of China ("PRC") and owner of 49% of the issued and outstanding equity of the Company (as defined below). The Purchaser and the Seller are sometimes referred to herein individually as a "Party" and, collectively, as the "Parties". Capitalized terms, unless otherwise defined, shall have the meanings ascribed to such terms in Article IX hereof.

Sgoco Group Ltd – Dated the 21st Day of May 2018 LEUNG IRIS CHI YU (As Vendor) and Giant Connection Limited (Ju Ren Wang Luo You Xian Gong Si ) (As Purchaser) SHARE EXCHANGE AGREEMENT in Respect of 100% of the Issued Share Capital of PARIS SKY LIMITED (May 21st, 2018)

Clause Headings Page 1. DEFINITIONS AND INTERPRETATION 2 2. SALE AND PURCHASE OF SALE SHARE 6 3. CONSIDERATION 6 4. CONDITIONS PRECEDENT 7 5. COMPLETION 8 6. REPRESENTATIONS AND WARRANTIES 11 7. OPTION 12 8. FURTHER ASSURANCE 12 9. RESTRICTIONS ON COMMUNICATION AND ANNOUNCEMENTS 12 10. PARTIAL INVALIDITY 13 11. COSTS AND EXPENSES 13 12. ASSIGNMENT 13 13. CONTINUING EFFECT OF AGREEMENT 13 14. GENERAL 13 15. NOTICES 14 16. COUNTERPARTS 15 17. LAW AND JURISDICTION 15 SCHEDULE 1 PARTICULARS OF THE COMPANY 17 SCHEDULE 2 VENDOR WARRANTIES 18 SCHEDULE 3 PURCHASER WARRANTIES 28 SCHEDULE 4 LITIGATION SEARCH RESULTS 29 SCHEDULE 5 PARTICULARS OF CSL 30 SCHEDULE 6 PURCHAS

Cosmos Holdings Inc. – Share Exchange Agreement (May 21st, 2018)

IN CONSIDERATION of the premises and mutual covenants hereinafter contained and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by each of the parties hereto, the parties agree with one another as follows:

Adveco Group Inc. – Share Exchange Agreement (May 17th, 2018)

This SHARE EXCHANGE AGREEMENT (this "Agreement") is entered into as of this 10 day of May, 2018, by and among Adveco Group, Inc., a Nevada corporation (hereinafter referred to as "ADVV" or "Company"), SunnyTaste Group Inc., a British Virgin Islands limited liability company ("STGI"), three stockholders set forth in Schedule A, who collectively holds 100% of the issued and outstanding capital stock of STGI ("Stockholders").

Adveco Group Inc. – Share Exchange Agreement (May 16th, 2018)

This SHARE EXCHANGE AGREEMENT (this "Agreement") is entered into as of this 10 day of May, 2018, by and among Adveco Group, Inc., a Nevada corporation (hereinafter referred to as "ADVV" or "Company"), SunnyTaste Group Inc., a British Virgin Islands limited liability company ("STGI"), three stockholders set forth in Schedule A, who collectively holds 100% of the issued and outstanding capital stock of STGI ("Stockholders").

PV Nano Cell, Ltd. – Share Exchange Agreement (May 15th, 2018)

THIS SHARE EXCHANGE AGREEMENT is made and entered into as of December 3, 2017, by and among PV Nano Cell Ltd., an Israeli Company (the "Purchaser"), Digiflex Ltd., an Israeli company (the "Company"), the stockholders of the Company as set forth on the signature pages to this Agreement (collectively, the "Stockholders" and, individually, a "Stockholder" and together with the Company "Seller Parties") and Moshe Zimmerman as Stockholder Representative (the "Stockholder Representative").

Olb Group, Inc. – Share Exchange Agreement (May 15th, 2018)

This Share Exchange Agreement ("Agreement") between The OLB Group, Inc., a Delaware corporation ("OLB"), and the persons listed in Exhibit A hereof (collectively the "Shareholders"), being the owners of record of all of the issued and outstanding stock of OMNISOFT, Inc., a Delaware corporation ("OMNISOFT"), is entered into as of May 9, 2018.

Olb Group, Inc. – Share Exchange Agreement (May 15th, 2018)

This Share Exchange Agreement ("Agreement") between The OLB Group, Inc., a Delaware corporation ("OLB"), and the persons listed in Exhibit A hereof (collectively the "Shareholders"), being the owners of record of all of the issued and outstanding stock of Crowdpay.US, Inc., a New York corporation ("CROWDPAY"), is entered into as of May 9, 2018.

Lux Energy Corp – Share Exchange Agreement (May 14th, 2018)

THIS SHARE EXCHANGE AGREEMENT (this "Agreement") is entered into as of April 16, 2018 by and among Custom Pool & Spa Mechanics, Inc. and Custom Pool Plastering (together "Custom Pool"), Astro Aerospace Ltd., the sole shareholder of Custom Pool, ("ASTRO"), and Lawrence & Loreen Calarco Family Trust ("Calarco").

Capax Inc. – Share Exchange Agreement (May 8th, 2018)

This SHARE EXCHANGE AGREEMENT (this Agreement) is entered into by and between Capax Inc., a Florida corporation (the Company or the Registrant), Reborn Global Holdings, Inc., a California corporation (RB) and the selling stockholders of RB which are made a party hereto (each, an RB Shareholder and together with RB and the Company, the Parties and each, a Party).

Lux Energy Corp – Share Exchange Agreement (May 8th, 2018)

THIS SHARE EXCHANGE AGREEMENT (this "Agreement") is entered into as of April 16, 2018 by and among Custom Pool & Spa Mechanics, Inc. and Custom Pool Plastering (together "Custom Pool"), Astro Aerospace Ltd., the sole shareholder of Custom Pool, ("ASTRO"), and Lawrence & Loreen Calarco Family Trust ("Calarco").

Newmarkt Corp. – Share Exchange Agreement (April 19th, 2018)

This Share Exchange Agreement (together with the Exhibits, Schedules and attachments hereto, this "Agreement") is entered into as of the date first set forth above (the "Effective Date") by and among (i) Ozop Surgical, Inc. a Delaware corporation ("OZOP"); (ii) the shareholders of OZOP (the "OZOP Shareholders") (iii) Newmarkt, Corp, a Nevada corporation ("NWKT") and (iv) Denis Razvodovskij, the holder, directly or indirectly, of 2,000,0000 shares of common stock of NWKT, representing a majority of the issued and outstanding capital stock of NWKT ("Razvodovskij"). Each of NWKT and Razvodovskij may be referred to collectively herein as the "NWKT Parties" and separately as a "NWKT Party". Each of OZOP and the OZOP Shareholders may be referred to collectively herein as the "OZOP Parties" and separately as an "OZOP Party." Each NWKT Party and each OZOP Party may be referred to herein collectively as the "Parties" and separately as a "Party".

Atlantic Acquisition Inc. – Share Exchange Agreement (April 16th, 2018)

THIS SHARE EXCHANGE AGREEMENT (the "Agreement") made on this 7th day of February, 2018 by and among Atlantic Acquisition, Inc., a Nevada corporation, with offices located at 15321 NW 60th Ave 51 Street, Suite 109, Miami Lakes, FL 33014 ("AA"), Monster, LLC, a Nevada limited liability company ("Monster Nevada") and Monster, Inc., a California corporation ("Monster California"), both of whose primary offices are located at 601 Gateway Blvd., Suite 900, South San Francisco, CA 94080, and (together "Monster Entities" or the "Companies"), and each shareholder and member of Monster Entities as listed on Schedule 1.01 that will be updated upon Closing of the Share Exchange. All the parties hereinafter are referred to as the "Parties."

Tal Consolidated Inc. – Share Exchange Agreement (April 3rd, 2018)

This Share Exchange Agreement (this "Agreement"), dated as of March 8, 2018, is entered into between Jeremy Reichmann ("J. Reichmann"); Seth Yanoksky ("Yanofsky"); Albert Reichmann ("A. Reichmann"); Rambamm LLC, a New York limited liability company ("Rambamm"), (each a "Seller" and collectively the "Sellers"); Tal Consolidated Inc., a State of New York Corporation (the "Buyer"); and RAM Distribution Group LLC, a State of New York limited liability company (the "Company").

Share Exchange Agreement by and Between No Borders, Inc., And (March 28th, 2018)

THIS SHARE EXCHANGE AGREEMENT (this Share Exchange Agreement), effective as of this 14th day of March, 2018 (the "Effective Date"), is entered into by and between No Borders, Inc., a publicly traded corporation formed under the laws of the State of Nevada (the Corporation) and Lannister Holdings, Inc., a privately held corporation formed under the laws of the State of Arizona (Lannister), and the shareholders of Lannister, represented by the Shareholders of Lannister Holdings, Inc. (the Lannister Shareholders) as described in Exhibit A and as signatories hereto.

mLight Tech, Inc. – Share Exchange Agreement (March 23rd, 2018)

This Share Exchange Agreement (this "Agrement"), dated as of March 20, 2018, is made by and among CX Network Group, Inc. a Nevada corporation (the "Acquiror Company" or "CX"), Chuangxiang Holdings, Inc., a company organized under the laws of the Cayman Island (the "Acquiree Company" or "Chuangxiang"), and the persons listed in Exhibit A hereof (collectively, the "Shareholders"; each, a "Shareholder"), being the owners of record of a hundred percent (100%) of the issued share capital of Chuangxiang.

Tal Consolidated Inc. – Share Exchange Agreement (March 14th, 2018)

This Share Exchange Agreement (this "Agreement"), dated as of March 8, 2018, is entered into between Jeremy Reichmann ("J. Reichmann"); Seth Yanoksky ("Yanofsky"); Albert Reichmann ("A. Reichmann"); Rambamm LLC, a New York limited liability company ("Rambamm"), (each a "Seller" and collectively the "Sellers"); Tal Consolidated Inc., a State of New York Corporation (the "Buyer"); and RAM Distribution Group LLC, a State of New York limited liability company (the "Company").

Sleepaid Holding Co. – Share Exchange Agreement (March 8th, 2018)

This Stock Exchange Agreement together with all the Exhibits, Schedules and other attachments (the "Agreement") is entered into on March 6, 2018 and is made among SLEEPAID HOLDING COMPANY, a Nevada corporation ("Seller"), YUGOSU INVESTMENT LIMITED, a Hong Kong corporation ("YIL"), GUANGZHOU SLEEPAID HOUSEHOLD SUPPLIES CO., LTD., a China corporation ("GSHS"), GUANGZHOU YUEWIN TRADING CO., LTD., a China corporation ("GYTC"), AND ZZLL INFORMATION TECHNOLOGY, INC., a Nevada corporation ("ZZLL") and its 100% wholly owned subsidiary, SYNDICORE ASIA LTD. ("SAL"), a Hong Kong corporation.

Baoshinn Corporation – Share Exchange Agreement (March 8th, 2018)

This Stock Exchange Agreement together with all the Exhibits, Schedules and other attachments (the "Agreement") is entered into on March 6, 2018 and is made among SLEEPAID HOLDING COMPANY, a Nevada corporation ("Seller"), YUGOSU INVESTMENT LIMITED, a Hong Kong corporation ("YIL"), GUANGZHOU SLEEPAID HOUSEHOLD SUPPLIES CO., LTD., a China corporation ("GSHS"), GUANGZHOU YUEWIN TRADING CO., LTD., a China corporation (GYTC), AND ZZLL INFORMATION TECHNOLOGY, INC., a Nevada corporation (ZZLL) and its 100% wholly owned subsidiary, SYNDICORE ASIA LTD. (SAL), a Hong Kong corporation.

Ephs Holdings, Inc. – Share Exchange Agreement (March 5th, 2018)

NOW THEREFORE, in consideration of the mutual covenants and agreements herein contained and other good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged), the parties covenant and agree as follows:

GlobespanVirata – Share Exchange Agreement (February 23rd, 2018)
Sgoco Group Ltd – Dated the 22nd Day of February 2018 VAGAS LANE LIMITED (As Vendor) and Giant Connection Limited (As Purchaser) SHARE EXCHANGE AGREEMENT in Respect of 100% of the Issued Share Capital Of (February 23rd, 2018)

Clause Headings Page 1. DEFINITIONS AND INTERPRETATION 2 2. SALE AND PURCHASE OF SALE SHARES 5 3. CONSIDERATION 5 4. CONDITIONS PRECEDENT 5 5. COMPLETION 6 6. REPRESENTATIONS AND WARRANTIES 8 7. FURTHER ASSURANCE 9 8. RESTRICTIONS ON COMMUNICATION AND ANNOUNCEMENTS 9 9. PARTIAL INVALIDITY 10 10. COSTS AND EXPENSES 10 11. ASSIGNMENT 10 12. CONTINUING EFFECT OF AGREEMENT 10 13. GENERAL 10 14. NOTICES 11 15. COUNTERPARTS 12 16. LAW AND JURISDICTION 12 SCHEDULE 1 PARTICULARS OF THE COMPANY 14 SCHEDULE 2 VENDOR WARRANTIES 15 SCHEDULE 3 PURCHASER WARRANTIES 26 SCHEDULE 4 Litigation search results 27

Resort Savers, Inc. – SHARE EXCHANGE AGREEMENT by and Among RESORT SAVERS, INC., as the Purchaser, ADMALL SDN. BHD., as the Company and THE SHAREHOLDERS OF THE COMPANY NAMED HEREIN, as the Sellers Dated as of February 9, 2018 ARTICLE I. THE SHARE EXCHANGE (February 9th, 2018)

This Share Exchange Agreement (this "Agreement") is made and entered into as of February 9, 2018, by and among (i) Resort Savers, Inc., a corporation incorporated in the State of Nevada (the "Purchaser"), (ii) Admall Sdn. Bhd., a limited liability company incorporated in Malaysia (the "Company") and (iii) each of the shareholders of the Company named on Annex I hereto (collectively, the "Sellers"). The Purchaser, the Company and the Sellers are sometimes referred to herein individually as a "Party" and, collectively, as the "Parties." Capitalized terms, unless otherwise defined, shall have the meanings ascribed to such terms in Article XII hereof.