This Share Exchange Agreement is for use when a corporation reorganizes its shares and shareholders surrender their shares in exchange for the new shares (also known as Allotted Shares). This agreement sets forth the specifics of the arrangement including detailed specifics regarding each shareholders' shares and the date of closing of the transaction. It also sets out the representations and warranties by both the shareholders and the corporation. It is imperative that this exchange agreement be clearly set forth in writing. A written Share Exchange Agreement will be invaluable if there are disagreements or misunderstandings between the shareholders.

This Share Exchange Agreement contains the following provisions:

• Parties: Sets out the name of the corporation and the shareholders who are part of this agreement;
• Exchanged Share Information: Sets out the name of the shareholder and the number and class of the shares to be exchanged;
• Allotted Share Information: Sets out the name of the shareholder and the number, class and stated capital of the shares to be allotted;
• Closing: The contemplated closing date of the transaction;
• Signatures: An officer of the corporation and all shareholders must sign this agreement in the presence of witnesses.

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This attorney-prepared packet contains:

1. General Instructions
2. Share Exchange Agreement

State Law Compliance: This form complies with the laws of all states