This is an agreement between a shareholder and a company for the exchange of shares. Under this particular agreement, the shareholder agrees to transfer non-registered shares they currently own in exchange for a new class of shares. This agreement can be used when a shareholder wishes to obtain shares with greater voting rights, such as preferred shares. This agreement can be used by small businesses or other entities that want to enter into a share exchange agreement with their shareholders.
This is an agreement between a shareholder and a company for the exchange of shares. Under this particular agreement, the shareholder agrees to transfer non- registered shares they currently own in exchange for a new class of shares. This agreement can be used when a shareholder wishes to obtain shares with greater voting rights, such as preferred shares. This agreement can be used by small businesses or other entities that want to enter into a share exchange agreement with their shareholders. SHARE EXCHANGE AGREEMENT (Non-Registered Securities) This Share Exchange Agreement (herein referred to as the "Agreement") is made and entered into this ___ day of ____________, 20___ (herein referred to as the “Effective Date”), by and between ___________________________________ (herein referred to as the "Company") whose offices are located at _________________________________ and __________________________ (herein referred to as the "Shareholder") who resides at _______________________________, hereinafter collectively referred to as the “Parties”. RECITALS: WHEREAS, Shareholder owns [number & class of Shares owned by Shareholder (the “Exchanged Shares”) of Company; and WHEREAS, the Shareholder and the Company desire to enter into a transaction (the “Exchange”) whereby all of the Exchanged Shares are transferred to the Company in exchange for [number and class of new shares] (“New Stock”), upon the terms, and conditions set forth under this Agreement; and NOW, THEREFORE, in consideration of the mutual promises, covenants, agreements, representations and warranties set forth hereunder, and other good and valuable consideration, the receipt, adequacy and sufficiency of which is hereby acknowledged, the Parties hereby agrees as follows: I. EXCHANGE 1.1 Shareholder agrees to assign and transfer to the Company all of the Exchanged Shares, free and clear of all liens, mortgages, security interests, encumbrances, claims and restrictions on the transfer thereof, in exchange for ___________ (___) shares of the Company’s [insert type of stock, for example, common or preferred] stock, with a par value of $________ (the “Received Shares”) issued in the name of Shareholder or its assigns. II. REPRESENTATIONS & WARRANTIES The Company hereby represents and warrants to Shareholder that: (A) The Company is a corporation duly organized, validly existing, and in good standing under the laws of the State of ____________. The Company has full power and authority to carry on its business in the manner it is being conducted. The Company has provided the Shareholder with all true, correct and complete copies of the contents of its minute book, which fully and fairly set forth all of the Company’s transactions. © Copyright 2011 Docstoc Inc. registered document proprietary, copy not 2 (B) The Company is duly and validly authorized to issue the Received Shares hereunder and the Received Shares are all fully paid and non-assessable, and the Company has not issued the Received Shares in violation of pre-emptive rights of any shareholder. No option, warrant, call, subscription, convertible security, or commitment of any kind which obligates the Company to issue any shares of any class of Common Stock or Preferred Stock exists. Further the Company warrants that there is no compensation plan applicable to any of the officers, directors, or employees of the Company under which compensation accrued or payable is determined, in whole or in part, by the Common Stock or Preferred Stock of the Company. (C) The Company has no subsidiaries or affiliated companies, and Company does not own any capital stock, bond, or other security of, or has any equity or proprietary interest in, any corporation, partnership, joint venture, trust, or unincorporated association. (D) The Company has full right, power and authority to execute and deliver this Agreement and all other agreements, documents and instruments in connection herewith and perform all of its obligations under this Agreement. The execution of this Agreement by the Company has been authorized by all necessary actions of the Company. (E) The execution, delivery, and consummation of the transactions made under this Agreement will in no way violate, conflict with or result in the breach or termination of, or otherwise give any other party the right to terminate, nor shall it constitute a default under the terms of, any contract or arrangement to which the Company is a party or by which the Company is bound, violate any judgment against, or binding upon, the Company or upon the assets of the Company, pursuant to the terms of any such contract or arrangement, nor shall it violate any provision in the charter documents, bylaws or any other agreement affecting the governance and control of the Company. (F) Neither the execution and the delivery of this Agreement, nor the consummation of the transactions contemplated hereby, will violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction of any government, governmental agency, or court to which any Company is subject. (G) There is no pending suit, action, or other proceeding or any investigation to which the Company is a party or which may adversely affect the Company. The Company is not in default with respect to any judgment, order, writ, injunction, decree, or award applicable to it given by any court or arbitrator. (H) Company represents that the Received Shares are characterized as "restricted securities" under the Federal securities laws and that under such laws and applicable regulations such securities may be resold without registration under the Act only in certain limited circumstances. (I) It is further represented that the certificate(s) evidencing the Received Shares shall bear a legend substantially in the form below: © Copyright 2011 Docstoc Inc. registered document proprietary, copy not 3 THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR WITH ANY STATE SECURITIES COMMISSION, AND MAY NOT BE TRANSFERRED OR DISPOSED OF BY THE HOLDER IN THE ABSENCE OF A REGISTRATION STATEMENT WHICH IS EFFECTIVE UNDER THE SECURITIES ACT OF 1933 AND APPLICABLE STATE LAWS AND RULES OR UNLESS SUCH TRANSFER MAY BE EFFECTED WITHOUT VIOLATION OF THE SECURITIES ACT OF 1933 AND OTHER APPLICABLE STATE LAWS AND RULES. III. REPRESENTATIONS, WARRANTIES, OF SHAREHOLDER Shareholder hereby represents, warrants, and agrees to and with the Company, that: (A) Shareholder has good and valid title to the Exchanged Shares to be delivered pursuant to this Agreement. The Exchanged Shares are free and clear of any and all liens or encumbrances. (B) Shareholder has full right, power and authority to execute and deliver this Agreement and all other agreements, documents to be executed in connection herewith and perform its obligations hereunder. (C) No Shareholder has any liability or obligation to pay any fees or commissions to any broker, finder, or agent with respect to the transactions contemplated. IV. NOTICES Any notices, requests, demands, or other communications required or permitted to be given shall be in writing and may be personally delivered or sent by mail and shall be deemed to have been given if personally served, or if mailed, when deposited in the mail and shall be deemed to have been received if personally served, when served, or if mailed on the seventh business day after deposit in the mail with postage pre-paid by certified or registered mail and properly addressed. For purposes of this Agreement, the addresses of the Parties hereto shall be If to Company: __________________________ __________________________ If to Shareholder: ___________________________ ___________________________ © Copyright 2011 Docstoc Inc. registered document proprietary, copy not 4 V. COUNTERPARTS 5.1 This Agreement may be executed in any number of counterparts and each such counterpart shall be deemed to be an original instrument, but all such counterparts together shall constitute but one and the same instrument. VI. AMENDMENTS AND WAIVERS 6.1 This Agreement may be amended, modified, or superseded only by written instrument executed by all Parties hereto. Any waiver of the terms, provisions, covenants, representations, warranties, or conditions hereof shall be made only by a written instrument executed and delivered by the party waiving compliance. The failure of any party at any time to require performance of any provision hereof shall in no manner affect the right to enforce the same. No waiver by any party of any condition, or of the breach of any term, provision, covenant, representation, or warranty contained in this Agreement in one or more instances shall be deemed to be or construed as a further or continuing waiver of any such condition or breach or a waiver of any other condition or the breach of any other term, provision, covenant, representation, or warranty. VII. DEFAULT 7.1 In the event of non-performance by either party of any of its obligations contained herein, the non-defaulting party shall serve the defaulting party with written notice of the alleged breach. The defaulting party shall have _____________ (___) days from the date of such notice to cure and rectify any non-performance or non-compliance. Upon the correction of any non- performance or non-compliance by the defaulting party, the Agreement shall continue. In the event that the defaulting party fails to correct any non-performance or non-compliance issue within the time frame set out above, the non-defaulting party may terminate this Agreement immediately and without further notice. VIII. ENTIRE AGREEMENT 8.1 This Agreement contains the entire agreement and understanding of the Parties with respect to the transactions contemplated hereby, and supersedes all prior agreements, arrangements, and understandings relating to the subject matter hereof. IX. SUCCESSORS AND ASSIGNS 9.1 All of the terms, provisions, covenants, representations, warranties, and conditions of this Agreement shall be binding upon and shall inure to the benefit of and be enforceable by the Parties hereto and their respective heirs, legal representatives, assigns, and successors. © Copyright 2011 Docstoc Inc. registered document proprietary, copy not 5 X. INJUNCTIVE RELIEF 10.1 Each of the Parties hereto acknowledge and agree that the other Parties would be damaged irreparably if any of the provisions of this Agreement are not performed or otherwise are breached. Accordingly, each party agrees that the other party shall be entitled, to an injunction or injunctions to prevent breaches of the provisions of this Agreement and to enforce specifically this Agreement and the terms and provisions hereof. XI. GOVERNING LAW This Agreement and any dispute, disagreement, or issue of construction or interpretation arising hereunder whether relating to its execution, its validity, and the obligations provided herein or performance shall be governed or interpreted according to the internal laws of the State of ______________ without regard to choice of law considerations. XII. DISPUTE RESOLUTION Any controversy, dispute or claim arising out of or relating to this Agreement, or its interpretation, application, implementation, breach or enforcement which the Parties are unable to resolve by mutual agreement, shall be settled by submission by either party of the controversy, claim or dispute to binding arbitration in __________________ (unless the Parties agree in writing to a different location), before a single arbitrator in accordance with the rules of the American Arbitration Association then in effect. In any such arbitration proceedings the Parties agree to provide all discovery deemed necessary by the arbitrator. The decision and award made by the arbitrator shall be final, binding and conclusive on all Parties hereto for all purposes, and judgment may be entered thereon in any court having jurisdiction thereof. The prevailing party in any suit or arbitration proceeding brought pursuant to the terms herein, shall be entitled to an award of attorneys’ fees and costs. XIII. SEVERABILITY 13.1 If any term, provision, covenant, or restriction of this Agreement is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remainder of the terms, provisions, covenants and restrictions shall remain in full force and effect and shall in no way be affected, impaired, or invalidated. IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the day and year first above written. [COMPANY] By:____________________________(signature) © Copyright 2011 Docstoc Inc. registered document proprietary, copy not 6 Name: Title: [SHAREHOLDER] By:____________________________(signature) Name: Title: © Copyright 2011 Docstoc Inc. registered document proprietary, copy not 7
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