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
SHARE EXCHANGE AGREEMENT
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”.
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:
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.
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(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
(I) It is further represented that the certificate(s) evidencing the Received Shares shall
bear a legend substantially in the form below:
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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
(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
(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.
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:
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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.
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.
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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.
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.
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