Colorado Share Exchange Agreement is a legally binding document that outlines the terms and conditions for the exchange of shares between ZC Acquisition Corp., Refer Corp., and the stockholders of Refer Corp. This agreement is specific to the state of Colorado. The Colorado Share Exchange Agreement defines the details of the transaction, including the number of shares to be exchanged, the valuation of the shares, the rights and obligations of each party involved, and the timeline for completion of the exchange. This agreement ensures a smooth and regulated transfer of ownership and establishes the framework for any potential disputes or conflicts that might arise during the process. The agreement also specifies the duties and responsibilities of ZC Acquisition Corp., Refer Corp., and the stockholders of Refer Corp. It delineates their roles in carrying out the share exchange and sets out any potential conditions that need to be met before the exchange can take place. These conditions may include regulatory approvals or the fulfillment of certain financial or operational requirements. In particular, there are two main types of Colorado Share Exchange Agreements that can be categorized based on their structure: 1. Voluntary Share Exchange Agreement: This type of agreement is entered into when both ZC Acquisition Corp. and Refer Corp., along with their respective stockholders, mutually agree to exchange shares. It is a consensual transaction where all parties involved willingly participate in the exchange, typically for strategic or financial reasons. 2. Compulsory Share Exchange Agreement: This form of agreement is enforced when ZC Acquisition Corp., as the acquiring entity, exercises its legal right to compel Refer Corp. and its stockholders to exchange their shares. This type of agreement is often employed in cases where ZC Acquisition Corp. aims to consolidate its ownership and control over Refer Corp. It may be initiated due to regulatory requirements, corporate reorganization, or a desire to merge operations and eliminate competition. It is important to note that the Colorado Share Exchange Agreement is tailored specifically for transactions occurring within the state jurisdiction. The terms and provisions of the agreement adhere to the local laws, regulations, and business practices in Colorado.