The New York Share Exchange Agreement is a legally binding contract between ZC Acquisition Corp. and Refer Corp., as well as the stockholders of Refer Corp., that outlines the terms and conditions of a share exchange transaction. This agreement is designed to facilitate the acquisition of Refer Corp. by ZC Acquisition Corp., allowing the stockholders of Refer Corp. to exchange their shares for consideration provided by ZC Acquisition Corp. The New York Share Exchange Agreement serves as a comprehensive document that covers various aspects of the share exchange transaction. It includes details regarding the number of shares being exchanged, the valuation of the shares, and the consideration to be provided to the stockholders of Refer Corp. In addition, it outlines the timeline and process for completing the transaction, including any necessary approvals or consents. Key terms and keywords that may be relevant to the New York Share Exchange Agreement include: 1. Share Exchange Transaction: The agreement governs a transaction where ZC Acquisition Corp. acquires Refer Corp. by exchanging shares. 2. Consideration: Refers to the compensation or value that ZC Acquisition Corp. provides to the stockholders of Refer Corp. in exchange for their shares. 3. Valuation: The process of determining the worth or value of Refer Corp. and its shares, which often involves financial analysis and evaluation. 4. Approval and Consents: The agreement may include provisions regarding obtaining necessary approvals and consents from regulatory bodies, shareholders, or other relevant parties. 5. Closing: The final step of the transaction, where the exchange of shares and consideration takes place, and ownership of Refer Corp. is transferred to ZC Acquisition Corp. Different types of New York Share Exchange Agreements may exist based on variations in the terms and conditions. For example: 1. All-Cash Exchange Agreement: In this scenario, the consideration provided by ZC Acquisition Corp. to the stockholders of Refer Corp. is solely in cash. 2. Stock and Cash Exchange Agreement: This type of agreement involves a combination of both cash and ZC Acquisition Corp.'s stock as the consideration for the Refer Corp. shares. 3. Merger Share Exchange Agreement: If the transaction involves a merger between ZC Acquisition Corp. and Refer Corp., a merger share exchange agreement may be used to outline the terms and conditions of the combined entity. These are mere examples, and it's essential to consult the specific terms of the New York Share Exchange Agreement between ZC Acquisition Corp., Refer Corp., and the stockholders of Refer Corp. for accurate and comprehensive information.