The Iowa Share Exchange Agreement is a legally binding contract that outlines the terms and conditions of the share exchange transaction between ZC Acquisition Corp., Refer Corp., and the stockholders of Refer Corp. This agreement serves as a framework for the transfer of shares and the exchange of ownership between the involved parties. Under this agreement, ZC Acquisition Corp. intends to acquire a controlling interest in Refer Corp. by exchanging a predetermined number of its own shares for the outstanding shares of Refer Corp. stockholders. The terms of the exchange, including the exchange ratio, are specified in the agreement. The Iowa Share Exchange Agreement defines the rights and obligations of each party involved. It addresses crucial aspects such as the treatment of stock options, anti-dilution provisions, and any potential contingencies or conditions that need to be met for the transaction to be completed successfully. This type of agreement may come in different variations, depending on the specific circumstances and requirements of the transaction. Some possible types of Iowa Share Exchange Agreements include: 1. Merger Agreement: In cases where the transaction involves merging ZC Acquisition Corp., Refer Corp., and their stockholders into a single entity. This type of agreement will cover all the necessary provisions related to the merger process, including the organizational structure of the merged entity and the treatment of stockholder interests. 2. Asset Acquisition Agreement: This type of agreement focuses on the acquisition of specific assets or business divisions of Refer Corp. by ZC Acquisition Corp. It includes provisions related to the identification and transfer of assets, liabilities, contracts, and licenses, ensuring a smooth transfer of ownership. 3. Stock Purchase Agreement: In scenarios where ZC Acquisition Corp. seeks to directly purchase a majority or minority stake in Refer Corp., this agreement outlines the terms and conditions governing the purchase of shares from the stockholders. It may also include restrictions, rights of first refusal, or other provisions to protect the interests of both parties. The Iowa Share Exchange Agreement is a critical document that outlines the transfer of ownership and governs the rights and obligations of all parties involved. It ensures transparency, clarity, and legal compliance throughout the share exchange process, minimizing potential disputes or misunderstandings.