Share Exchange Agreement Sample Contracts

Share Exchange Agreement (November 30th, 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."

Adveco Group Inc. – Amendment of Share Exchange Agreement Between Adveco Group Inc. & Sunnytaste Group Inc. (November 27th, 2018)

This amendment is set to amend WHEREAS, Section 1.02 and Schedule A listed in the SHARE EXCHANGE AGREEMENT (hereinafter referred as SEA) signed between Adveco Group Inc., a Nevada corporation (hereinafter referred to as "ADVV"), and Sunnytaste Group Inc., a Republic of Seychelles business company ("SUNNYTASTE GROUP") on 10 day of May, 2018.

Share Exchange Agreement (November 21st, 2018)

This SHARE EXCHANGE AGREEMENT (this "Agreement"), dated as of July 25, 2017, is by and among Pollex, Inc., a Nevada corporation (the "Parent"), e-Marine Co., Ltd., a corporation formed under the laws of South Korea ("e-Marine"), and the shareholders of e-Marine named in the signature page hereof (the "e-Marine Shareholders"). Each of the parties to this Agreement is individually referred to herein as a "Party" and collectively as the "Parties."

Union Acquisition Corp. – Share Exchange Agreement by and Among Union Acquisition Corp. The Pre-Closing Union Representative and Bioceres, Inc. Dated as of November 8, 2018 (November 13th, 2018)

THIS SHARE EXCHANGE AGREEMENT, dated as of November 8, 2018, is made by and among UNION ACQUISITION CORP., an exempted company incorporated under the laws of the Cayman Islands ("Union"), Joseph J. Schena (the "Pre-Closing Union Representative"), solely in his capacity as representative of the holders of Union Ordinary Shares immediately prior to the Closing and their successors, and Bioceres, Inc., a Delaware corporation ("Bioceres"), and its successor. Union and Bioceres are, from time to time, referred to individually herein as a "Party", and collectively as the "Parties". Capitalized terms used but not otherwise defined herein have the meanings ascribed to such terms in ARTICLE 1.

Vigilant Diversified Holdings, Inc./Nv – Share Exchange Agreement (November 13th, 2018)

This SHARE EXCHANGE AGREEMENT (the "Agreement"), dated as of October 29, 2018 (the "Effective Date") between Vigilant Diversified Holdings, Inc., a Nevada corporation ("VIGILANT"), on the one hand, and FUGA, Inc., a Wyoming corporation ("FUGA"), and the holders of ordinary common shares of FUGA (each an "FUGA Stockholder" and collectively the "FUGA Stockholders"), on the other hand.

DD's Deluxe Rod Holder, Inc. – Amendment No. 1 to Share Exchange Agreement (November 13th, 2018)

THIS AMENDMENT NO. 1 TO SHARE EXCHANGE AGREEMENT (this "Amendment"), dated as of November 13, 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 the signature page 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." All capitalized terms not otherwise defined herein shall have the meanings ascribed to the same in the Exchange Agreement (as hereinafter defined).

Ephs Holdings, Inc. – Share Exchange Agreement (November 7th, 2018)

This SHARE EXCHANGE AGREEMENT, dated as of November 6, 2018 (the Agreement), with an effective date of October 31, 2018 by and among EPHS Holdings, Inc., a Nevada corporation (EPHS), on the one hand, and Merritt Valley Cannabis Corp., a corporation incorporated under the laws of British Columbia, Canada (MVC), and the holders of ordinary common shares of MVC, identified on Exhibit A hereto (each an MVC Stockholder and collectively the MVC Stockholders).

Pristine Acquisition, Inc. – Share Exchange Agreement (October 31st, 2018)

THIS SHARE EXCHANGE AGREEMENT (the "Agreement") is made by and among, Big Time Holdings, Inc., a Delaware corporation, with offices located at 8200 Seminole Boulevard, Seminole, Florida 3772 (the "Company"), and Turner Wright Ltd. and is effective as of the last date of execution set forth below. (the "Seller"), on behalf of its shareholders, both parties are hereinafter referred to as the "Parties".

Pristine Acquisition, Inc. – Share Exchange Agreement (October 31st, 2018)

THIS SHARE EXCHANGE AGREEMENT (the "Agreement") is made by and among, Big Time Holdings, Inc., a Delaware corporation, with offices located at 8200 Seminole Boulevard, Seminole, Florida 3772 (the "Company"), and Royal Systems & Services Limited and is effective as of the last date of execution set forth below. (the "Seller"), on behalf of its shareholders, both parties are hereinafter referred to as the "Parties".

Share Exchange Agreement (October 29th, 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."

Share Exchange Agreement (October 29th, 2018)

THIS SHARE EXCHANGE AGREEMENT (this "Agreement") is entered into as of March 1, 2018 between Natural Health Farm Holdings Inc., a Nevada corporation ("NHEL" or "Company") and _____________________ (the "Shareholder").

Skylab USA, Inc. – Amended Share Exchange Agreement (October 25th, 2018)

This SHARE EXCHANGE AGREEMENT, dated as of January 15, 2018 is made by and between SKYLAB USA, INC. (f/k/a Company Venture Capital Corp.), a Florida corporation (the "Company"), and SKYLAB APPS INC. ("Skylab"), including each of the persons listed on Exhibit A as a Skylab Shareholder (collectively, the "Skylab Shareholders," and each individually a "Skylab Shareholder").

Skylab USA, Inc. – Amended Share Exchange Agreement (October 25th, 2018)

This SHARE EXCHANGE AGREEMENT, dated as of January 15, 2018 is made by and between SKYLAB USA, INC. (f/k/a Company Venture Capital Corp.), a Florida corporation (the "Company"), and SKYLAB APPS INC. ("Skylab"), including each of the persons listed on Exhibit A as a Skylab Shareholder (collectively, the "Skylab Shareholders," and each individually a "Skylab Shareholder").

UA Granite Corp – Share Exchange Agreement (October 22nd, 2018)

THIS SHARE EXCHANGE AGREEMENT (the "Agreement") is made this 17th day of October, 2018 (the "Closing Date"), by and among Vortex Blockchain Technologies Inc. (formerly UA Granite Corporation), a Nevada corporation ("Pubco") on one hand, and Vortex Network, LLC, an Iowa limited liability company (the "Company") and the members of the Company as set forth on Exhibit A attached hereto (collectively, the "Selling Members"), on the other hand.

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").

Skylab USA, Inc. – Amended Share Exchange Agreement (September 11th, 2018)

This SHARE EXCHANGE AGREEMENT, dated as of January 15, 2018 is made by and between SKYLAB USA, INC. (f/k/a Company Venture Capital Corp.), a Florida corporation (the "Company"), and SKYLAB APPS INC. ("Skylab"), including each of the persons listed on Exhibit A as a Skylab Shareholder (collectively, the "Skylab Shareholders," and each individually a "Skylab 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.