Share Exchange Agreement Sample Contracts

Axonics Modulation Technologies, Inc. – Fourth Amended and Restated Share Exchange Agreement (October 5th, 2018)
American Lorain Corp – Share Exchange Agreement (September 26th, 2018)

This Share Exchange Agreement (this Agreement) is made and entered into as of September 25, 2018 by and among (i) American Lorain Corporation, a corporation incorporated in the State of Nevada (the Parent), (ii) Shanghai Xunyang Internet Technology Co., Ltd. (the Purchaser), a limited liability company registered in the Peoples Republic of China, (iii) Taishan Muren Agriculture Co. Ltd., a limited liability company registered in the Peoples Republic of China (the Company) and (iv) Shenzhen Jiamingrui New Agriculture Co., Ltd., a limited liability company registered in the Peoples Republic of China (the Seller). The Parent, the Purchaser, the Company 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 XII hereof.

Solei Systems, Inc. – Share Exchange AGREEMENT AMENDMENT (September 24th, 2018)
Future Healthcare of America – SHARE EXCHANGE AGREEMENT by and Among FUTURE HEALTHCARE OF AMERICA NATUR HOLDING B.V. And THE SEVERAL SHAREHOLDERS OF NATUR HOLDING B.V. Dated as of September 21, 2018 (September 24th, 2018)

This SHARE EXCHANGE AGREEMENT (this Agreement), dated as of September 21, 2018, is by and among Future Healthcare of American, a Wyoming corporation (Futu), Natur Holding B.V., a company formed under the laws of The Netherlands (Natur), and the several shareholders of Natur identified on Annex A hereto (collectively the Shareholders). Each of the parties to this Agreement is individually referred to herein as a Party and collectively, as the Parties. Capitalized terms used herein that are not otherwise defined herein shall have the meanings ascribed to them in Annex B hereto.

Solei Systems, Inc. – Share Exchange AGREEMENT (September 24th, 2018)

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:

Share Exchange Agreement (September 19th, 2018)

This Share Exchange Agreement (this "Agreement") is entered into on May 21, 2018 (the "Effective Date") and is by and among Iconic Brands, Inc., a Nevada corporation (the "Company"), on the one hand, and Gregory M. Castaldo, an individual ("Castaldo"), Iroquois Master Fund Ltd., a Cayman Islands exempted limited company ("Iroquois"), Iroquois Capital Investment Group LLC, a Delaware limited liability company ("ICIG"), and The Special Equities Group, LLC, a Delaware limited liability company ("SEG," and along with Castaldo, Iroquois and ICIG, each a "Shareholder" and collectively the "Shareholders"), on the other hand. Each of the Company and the Shareholders may be referred to herein as a "Party" and collectively as the "Parties."

TGS International Ltd. – SHARE EXCHANGE AGREEMENT BY AND AMONG TGS INTERNATIONAL LTD. ARCUS MINING HOLDINGS LIMITED AND SHAREHOLDERS LISTED ON SCHEDULE I DATED: September 14, 2018 Share Exchange Agreement (September 14th, 2018)

This Share Exchange Agreement, dated as of September 14, 2018, is made by and among TGS International Ltd., a Nevada corporation (the "Acquiror Company"), Arcus Mining Holdings Limited, a Seychelles corporation (the "Company"), and each of the Persons listed on Schedule I hereto who are shareholders of the Company (collectively, the "Shareholders", and individually a "Shareholder").

TechMedia Advertising, Inc. – Amended Share Exchange Agreement (September 11th, 2018)

THIS AMENDED SHARE EXCHANGE AGREEMENT is dated this 31st day of March, 2018, but having an effective date of the 16th day of December, 2016.

TechMedia Advertising, Inc. – Share Exchange Agreement (September 11th, 2018)

TECHMEDIA ADVERTISING INC., a corporation organized under the laws of the State of Nevada and having an address for notice and delivery located at Blk 155 Simei Road, #03-204, Singapore 520155

TechMedia Advertising, Inc. – Share Exchange Agreement Amendment No. 1 (September 11th, 2018)

TECHMEDIA ADVERTISING INC., a corporation organized under the laws of the State of Nevada and having an address for notice and delivery located at Blk 155 Simei Road, #03-204, Singapore 520155

Guided Therapeutics, Inc. – Share Exchange Agreement (September 6th, 2018)

THIS SHARE EXCHANGE AGREEMENT (this "Agreement") is entered into as of the 31st day of August, 2018 by and among Guided Therapeutics, Inc., a Delaware corporation (the "Company") and each of the shareholders of the Company identified on Schedule A hereto (each a "Shareholder," and collectively, the "Shareholders," and, together with the Company, the "Parties").

Alliance MMA, Inc. – SHARE EXCHANGE AGREEMENT Alliance MMA, Inc. SCWorx Corp. AND THE STOCKHOLDERS PARTY HERETO Dated as of August [Y], 2018 (September 5th, 2018)

Page ARTICLE 1 DESCRIPTION OF TRANSACTION 1 1.1 Structure of the Exchange 1 1.2 Closing 2 1.3 Exchange of Securities 2 1.4 Further Action 3 1.5 Tax Consequences 3 1.6 Allocation Certificate 3 ARTICLE 2 REPRESENTATIONS AND WARRANTIES OF SCWORX 4 2.1 Subsidiaries; Due Organization; Organizational Documents 4 2.2 Authority; Vote Required 5 2.3 Non-Contravention; Consents 5 2.4 Capitalization 5 2.5 Financial Statements 6 2.6 Absence of Changes 7 2.7 Title to Assets 7 2.8 Real Property; Leaseholds 7 2.9 Intellectual Property 7 2.10 Material Contracts 10 2.11 Undisclosed Liabilities 12 2.12 Compliance; Permits; Restrictions 12 2.13 Tax Matters 13 2.14

art+design – PETROLIA ENERGY CORPORATION - And - BLUE SKY RESOURCES LTD SHARE EXCHANGE AGREEMENT August 31, 2018 (September 5th, 2018)

Table of Contents Share Exchange Agreement 4 1.1 Defined Terms 4 1.2 Best of Knowledge 7 1.3 Schedules 8 1.4 Currency 8 1.5 Choice of Law and Arbitration 8 1.6 Headings, Cross-References, Etc 9 1.7 Inclusive Terminology 9 1.8 Number and Gender 9 1.9 Time of Essence 10 1.10 Statutes 10 2.1 Purchase Price 10 2.2 Transaction Taxes 11 2.2 Quarterly Statements 11 3.1 Representations and Warranties of the Parties 11 3.2 Independent Warranties 11 3.3 Reliance and Knowledge 11 3.4 Indemnity by Parties 12 3.5 Notification of Warranty Breaches 12 3.6 Limitation Periods 12 4.1 Conditions Precedent to Obligations of the Parties 12 5.1 Covenants of the Parties 13 6.1 Documents to be Delivered 13

Axonics Modulation Technologies, Inc. – Fourth Amended and Restated Share Exchange Agreement (August 28th, 2018)
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").