Share Exchange Agreement Sample Contracts

Contact Minerals Corp. – Share Exchange Agreement (March 18th, 2019)

This SHARE EXCHANGE AGREEMENT (hereinafter referred to as "this Agreement") dated as of March 18, 2019, by and among WeConnect Tech International, Inc., a Nevada corporation ("WECT" or the "Company"), GF Offshorre Sdn. Bhd., a private limited corporation incorporated under the laws of Malaysia ("GF"), and each of the undersigned parties (each, an "Investor," and collectively, the "Investors").

Union Acquisition Corp. – Re: Certain Understandings in Connection With the Share Exchange Agreement (March 14th, 2019)

Reference is made to the Share Exchange Agreement (the "Agreement"), dated as of November 8, 2018, by and between Union Acquisition Corp., a Cayman Islands exempted company (the "Company"), Joseph J. Schena, solely in his capacity as representative of the holders of ordinary shares of the Company immediately prior to the closing of the business combination contemplated therein, and their successors (the "Pre-Closing Union Representative"), and Bioceres, Inc. and its successor ("Bioceres"). The Company, the Pre-Closing Union Representative and Bioceres shall be referred to herein as the "Parties". Capitalized terms used but not otherwise defined in this letter agreement shall have the meaning(s) given to them in the Agreement.

Stellar Biotechnologies, Inc. – Share Exchange Agreement by and Among Stellar Biotechnologies, Inc., Edesa Biotech Inc. And the Shareholders Listed on Schedule I Hereto March 7, 2019 (March 8th, 2019)

THIS SHARE EXCHANGE AGREEMENT (hereinafter referred to as this "Agreement"), is entered into as of this 7th day of March, 2019, by and among Stellar Biotechnologies, Inc., a company organized under the laws of British Columbia, Canada ("Stellar"); Edesa Biotech, Inc., a company organized under the laws of the province of Ontario, Canada ("Edesa"); and each of the shareholders of Edesa (the "Shareholders") listed on Schedule I hereto. Each of Stellar, Edesa and the Shareholders (as represented by the Shareholders' Representative) may be referred to herein as a "Party" and, collectively, as the "Parties", and Stellar and Edesa may be referred to herein as the "Corporate Parties".

Turbine Truck Engines – Amendment No. 3 to SHARE EXCHANGE AGREEMENT Dated as of February 27, 2019 (March 5th, 2019)

This Amendment No. 3 to Share Exchange Agreement (this "Amendment") is entered into as of the date first set forth above by and between (i) Novo Integrated Sciences, Inc., a Nevada corporation (the "Parent"); (ii) Novo Healthnet Limited, a limited company incorporated under the Laws (as defined below) of the Province of Ontario, Canada ("NHL" and together with the Parent, the "Buyer") and (iii) CannaPiece Group Inc., an Ontario, Canada corporation ("CPG", "Seller"). Each of the Parent, NHL and CPG may be referred to herein collectively as the "Parties" and separately as a "Party.

TWO RIVERS WATER & FARMING Co – Share Exchange AGREEMENT (February 26th, 2019)

This Share Exchange Agreement is made and entered into as of February 22, 2019 (the "Effective Date"), by and between Easby Land & Cattle Company, LLC, a Colorado limited liability company ("EASBY"), and Two Rivers Water & Farming Company, a Colorado corporation ("Two Rivers"). For purposes of this Agreement, each of EASBY and Two Rivers is sometimes individually referred to as a "Party" and both are collectively referred to as the "Parties." All capitalized terms, if not otherwise defined in the body of this Agreement, will have the meanings assigned to such terms in Schedule 1 attached to this Agreement.

Quintec Corp – Share Exchange Agreement (February 12th, 2019)

This SHARE EXCHANGE AGREEMENT (this "Agreement"), dated as of February 11, 2019, is by and among Love International Group, Inc., a Nevada corporation ("Love Group"), Lovego Holdings Limited, an exempted company incorporated in the Cayman Islands with limited liability ("Lovego Holdings"), Lovego Hong Kong Limited, a Hong Kong company ("Lovego Limited"), Shanghai Lepan Business Information Consulting Co., Ltd, a PRC wholly foreign-owned enterprise ("WFOE"), Shenzhen Qianhai Lefu E-Commerce Co., Ltd., a PRC company ("Love Shenzhen"), Shanghai Lefu E-Commerce Co., Ltd., a PRC company ("Love Shanghai" and together with Lovego Holdings, Lovego Limited, WFOE and Love Shenzhen, the "Lovego Holdings Companies"), and the shareholders of Lovego Holdings identified on Annex A hereto (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

Zaxis Intl Inc – Share Exchange Agreement (February 7th, 2019)

This SHARE EXCHANGE AGREEMENT (the "Agreement") is entered into as of February 7, 2019 by and among Algomizer Ltd., an Israeli Corporation ("Algomizer") and Virtual Crypto Technologies Inc., a Delaware corporation ("VCT"). Algomizer and VCT, each a "Party" and collectively, the "Parties".

Turbine Truck Engines – Amendment No. 2 to SHARE EXCHANGE AGREEMENT Dated as of January 31, 2019 (February 6th, 2019)

This Amendment No. 2 to Share Exchange Agreement (this "Amendment") is entered into as of the date first set forth above by and between (i) Novo Integrated Sciences, Inc., a Nevada corporation (the "Parent"); (ii) Novo Healthnet Limited, a limited company incorporated under the Laws (as defined below) of the Province of Ontario, Canada ("NHL" and together with the Parent, the "Buyer") and (iii) CannaPiece Group Inc., an Ontario, Canada corporation ("CPG", "Seller"). Each of the Parent, NHL and CPG may be referred to herein collectively as the "Parties" and separately as a "Party.

Sgoco Group Ltd – Dated the 5th Day of February 2019 KWOK MAN YEE ELVIS (As Vendor) and Paris Sky Limited (As Purchaser) SHARE EXCHANGE AGREEMENT in Respect of 100% of the Issued Share Capital of VISION LANE LIMITED (February 6th, 2019)

Clause Headings Page 1. DEFINITIONS AND INTERPRETATION 1 2. SALE AND PURCHASE OF SALE SHARES 4 3. CONSIDERATION 4 4. CONDITIONS PRECEDENT 4 5. COMPLETION 5 6. REPRESENTATIONS AND WARRANTIES 7 7. FURTHER ASSURANCE 8 8. RESTRICTIONS ON COMMUNICATION AND ANNOUNCEMENTS 8 9. PARTIAL INVALIDITY 9 10. COSTS AND EXPENSES 9 11. ASSIGNMENT 9 12. CONTINUING EFFECT OF AGREEMENT 9 13. GENERAL 9 14. NOTICES 10 15. COUNTERPARTS 11 16. LAW AND JURISDICTION 11 SCHEDULE 1 PARTICULARS OF THE COMPANY 13 SCHEDULE 2 VENDOR WARRANTIES 14 SCHEDULE 3 PURCHASER WARRANTIES 24 SCHEDULE 4 LITIGATION SEARCH RESULTS 25

Amendment Share Exchange Agreement (January 25th, 2019)

This Amendment (the "Amendment"), dated January 24, 2019 is being entered into between SmartHeat Inc., a Nevada corporation (the "Company"), by and among Mid-Heaven Sincerity International Resources Investment Co., Ltd, a company incorporated under the laws of the British Virgin Islands ("Mid-Heaven"), Smartheat Inc., a Nevada corporation ("Purchaser"), Mao Zhang, Jimin Zhang, and Ying Zhao, constituting all of the shareholders of Mid-Heaven (the "Mid-Heaven Shareholders," together with Mid-Haven and the Purchaser, the "Parties")) and amends the Share Exchange Agreement, dated December 31, 2018 by and among Purchaser, Mid-Heaven and the Mid-Haven Shareholders (the "Share Exchange Agreement") . Capitalized terms used herein but not defined shall have the meanings ascribed to them in the Share Exchange Agreement.

LandStar, Inc. – Share Exchange Agreement (January 11th, 2019)

IN WITNESS WHEREOF, this SHARE EXCHANGE AGREEMENT has been duly executed by the Parties, and shall be effective as of and on the Effective Date. Each of the undersigned Parties hereby represents and warrants that it (i) has the requisite power and authority to enter into and carry out the terms and conditions of this Agreement, as well as all transactions contemplated hereunder; and, (ii) it is duly authorized and empowered to execute and deliver this Agreement.

Turbine Truck Engines – Amendment No. 1 to SHARE EXCHANGE AGREEMENT Dated as of January 7, 2019 (January 11th, 2019)

This Amendment No. 1 to Share Exchange Agreement (this "Amendment") is entered into as of the date first set forth above by and between (i) Novo Integrated Sciences, Inc., a Nevada corporation (the "Parent"); (ii) Novo Healthnet Limited, a limited company incorporated under the Laws (as defined below) of the Province of Ontario, Canada ("NHL" and together with the Parent, the "Buyer") and (iii) CannaPiece Group Inc., an Ontario, Canada corporation ("CPG", "Seller"). Each of the Parent, NHL and CPG may be referred to herein collectively as the "Parties" and separately as a "Party.

Momentous Holdings Corp. – Share Exchange Agreement (January 8th, 2019)

THIS SHARE EXCHANGE AGREEMENT (this "Agreement"), dated as of the 31st of December 2018 (this "Agreement") is entered into by and between MOMENTOUS HOLDINGS CORP., a Nevada corporation ("MHC"), and ANDREW EDDY ("Owner"), an individual residing in Great Britain. MHC and Owner are referred to singularly as a "Party" and collectively as the "Parties."

I-AM CAPITAL ACQUISITION Co – Amendment No. 2 to Share Exchange Agreement Dated December 30, 2018 (January 7th, 2019)

This Amendment No. 2 to Share Exchange Agreement (this "Amendment") is entered into as of the date first set forth above, by and between among (i) SMAAASH ENTERTAINMENT INC., a Delaware corporation ("Purchaser"), (ii) SIMPLICITY ESPORTS, LLC, a Florida limited liability company (the "Company"), (iii) each of the equity holders of the Company as named on Exhibit B to the Original Agreement, as defined below, (the "Company Owners"), and (iv) Jed Kaplan in the capacity as the representative for the Company Owners in accordance with the terms and conditions of this Agreement (the "Owners' Representative").

Gulf & Orient Steamship Company, Ltd. – Share Exchange Agreement (January 2nd, 2019)

Party-2: HIGH SIERRA TECHNOLOGIES, INC., a NEVADA corporation (the Target or High Sierra), and all of the shareholders of High Sierra who are all named and described in Annex HH attached hereto and made a part hereof (Participants 1 through 15). In this Agreement any reference to any or all members of Party-2 shall correspond to the whole and Party-2 and all shareholders of Party-2 shall act in this Agreement as one Party.

I-AM CAPITAL ACQUISITION Co – Share Exchange Agreement (December 28th, 2018)

ARTICLE I. THE SHARE EXCHANGE 1 1.1. Purchase and Sale of Company Interests 1 1.2 Consideration 1 1.3 Failure to Pay 2 1.4 Post-Closing Cash Payment 2 1.5. Employment Agreements 3 1.6. Company Owner Consents 3 1.7. Further Actions 4 1.8. Surrender of Company Securities and Disbursement of Consideration 4 ARTICLE II. CLOSING 4 2.1. Closing 4 2.2. Esports Center 4 ARTICLE III. REPRESENTATIONS AND WARRANTIES OF THE COMPANY 5 3.1. Organization and Qualification 5 3.2. Authorization; Corporate Documentation 5 3.3. Capitalization 5 3.4. Non-Contravention 6 3.5. Indebtedness 6 3.6 Absence of Liabilities 6 3.7.. Title to and Sufficiency of Assets 6 3.8. Real Property 6 3.9. Personal Property 6 3.10. Intellectual Property 6 3.1

I-AM CAPITAL ACQUISITION Co – Amendment No. 1 to Share Exchange Agreement Dated December 28, 2018 (December 28th, 2018)

This Amendment No. 1 to Share Exchange Agreement (this "Amendment") is entered into as of the date first set forth above, by and between among (i) SMAAASH ENTERTAINMENT INC., a Delaware corporation ("Purchaser"), (ii) SIMPLICITY ESPORTS, LLC, a Florida limited liability company (the "Company"), (iii) each of the equity holders of the Company as named on Exhibit B to the Original Agreement, as defined below, (the "Company Owners"), and (iv) Jed Kaplan in the capacity as the representative for the Company Owners in accordance with the terms and conditions of this Agreement (the "Owners' Representative").

SolarMax Technology, Inc. – SHARE EXCHANGE AGREEMENT by and Among EACH ENTITY LISTED UNDER THE CAPTION "JZH HOLDER" ON EXHIBIT A, and SOLARMAX TECHNOLOGY, INC. Dated as of April 28, 2015 (December 24th, 2018)

THIS SHARE EXCHANGE AGREEMENT is made and entered into and effective as of April 28, 2015 (this "Agreement"), by and among each entity listed under the caption "JZH Holder" on Exhibit A (each, a "JZH Holder" and collectively, the "JZH Holders") and SolarMax Technology, Inc., a Nevada corporation ("SolarMax", and, together with the JZH Holders, collectively, the "Parties", and each, individually, a "Party").

SolarMax Technology, Inc. – Acknowledgement and Amendment to Share Exchange Agreement (December 24th, 2018)

THIS ACKNOWLEDGEMENT AND AMENDMENT TO SHARE EXCHANGE AGREEMENT, dated as of May 12, 2016 (this "Amendment"), by and among each undersigned entity listed under the caption "JZH Holders" on the signature page hereto (collectively, the "JZH Holders") and SolarMax Technology, Inc., a Nevada corporation ("SolarMax," and, together with the JZH Holders, the "Parties").

American Access Technologies – SHARE EXCHANGE AGREEMENT BY AND AMONG STABILIS ENERGY, LLC, PROMETHEUS ENERGY GROUP, INC., LNG INVESTMENT COMPANY, LLC, PEG PARTNERS, LLC, AEGIS NG LLC, JCH CRENSHAW HOLDINGS, LLC and AMERICAN ELECTRIC TECHNOLOGIES, INC. DATED AS OF DECEMBER 17, 2018 (December 24th, 2018)
SolarMax Technology, Inc. – SHARE EXCHANGE AGREEMENT by and Among EACH ENTITY LISTED UNDER THE CAPTION "CZH HOLDER" ON EXHIBIT A, EACH PERSON LISTED UNDER THE CAPTION "CZH TRANSFEROR" ON EXHIBIT B, SOLARMAX TECHNOLOGY, INC., and SHANGHAI HONGGUAN SOLAR TECHNOLOGY LIMITED COMPANY Dated as of April 28, 2015 Page Article I DEFINITIONS (December 24th, 2018)

THIS SHARE EXCHANGE AGREEMENT is made and entered into and effective as of April 28, 2015 (this "Agreement"), by and among each entity listed under the caption "CZH Holder" on Exhibit A (each, a "CZH Holder" and collectively, the "CZH Holders"), each person listed under the caption "CZH Transferor" on Exhibit B (each, a "CZH Transferor" and collectively, the "CZH Transferors"), SolarMax Technology, Inc., a Nevada corporation ("SolarMax"), and Shanghai Hongguan Solar Technology Limited Company (), a limited company organized under the laws of the PRC which is wholly-owned by SolarMax ("SolarMax China," and, together with the CZH Holders, the CZH Transferors and SolarMax, collectively, the "Parties", and each, individually, a "Party").

Alliance MMA, Inc. – AMENDMENT No. 1 TO SHARE EXCHANGE AGREEMENT (December 19th, 2018)

THIS AMENDMENT NO. 1 TO SHARE EXCHANGE AGREEMENT, dated December 18, 2018 (this "Amendment"), is the first amendment to that certain Share Exchange Agreement entered into as of August 20, 2018 (the "Agreement"), by and among ALLIANCE MMA, INC., a Delaware corporation ("AMMA"), SCWORX CORP., a Delaware corporation ("SCWorx"), and the SCWorx stockholders listed on Schedule A thereto. Defined terms used herein and not otherwise defined herein shall have the meaning ascribed to them in the Agreement.

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).

Digital Power Corporation – Share Exchange Agreement (November 1st, 2018)

This Share Exchange Agreement (this "Agreement") is made and entered into as of the 3rd day of March, 2017, by and among: Avalanche International Corp., a Nevada corporation ("AIC"); MTIX, Ltd., a company formed under the laws of England and Wales ("MTIX"); Pravin Mistry (the "Majority Shareholder"); those additional persons who have executed this Agreement on the signature pages hereof under the heading "Minority Shareholders" (collectively, the "Minority Shareholders" and with the Majority Shareholder, the "MTIX Shareholders." AIC and the MTIX Shareholders are referred to herein individually as a "Party" and collectively 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 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").