Rhode Island Share Exchange Agreement between ZC Acquisition Corp., Refer Corp., and the stockholders of Refer Corp. is a legally binding document that outlines the terms and conditions under which ZC Acquisition Corp. acquires the shares of Refer Corp. The Share Exchange Agreement serves as a roadmap for the transaction, ensuring a smooth and fair exchange of shares between the parties involved. It sets forth the rights and obligations of each party and guards against any potential disputes or misunderstandings that may arise during the process. The agreement details various key aspects such as the number of shares to be exchanged, the valuation of the shares, the consideration for the shares, and the timeframe within which the exchange is expected to take place. It also provides a mechanism for resolving any disputes that may arise during the exchange. This agreement is designed to protect the interests of all parties involved. It may include provisions regarding confidentiality, non-disclosure, non-solicitation, and non-competition to safeguard the proprietary information of Refer Corp. and the overall value of the transaction. In addition to the standard Rhode Island Share Exchange Agreement, there may be different types that cater to specific circumstances or requirements. Some of these may include: 1. Rhode Island Share Exchange Agreement with Earn out Provision: This agreement variant would include a Darn out provision, which allows for additional payments to the stockholders of Refer Corp. based on the future performance of the company after the exchange. 2. Rhode Island Share Exchange Agreement with Stock Options: In this type of agreement, ZC Acquisition Corp. may offer stock options to the stockholders of Refer Corp., providing them with the opportunity to purchase additional shares in the combined entity at predetermined prices. 3. Rhode Island Share Exchange Agreement with Escrow: This agreement may involve the creation of an escrow account, where a portion of the consideration for the shares is held for a certain period to ensure the fulfillment of any post-closing obligations or indemnification claims. These various types of Rhode Island Share Exchange Agreements cater to different business scenarios and provide additional flexibility in structuring the transaction between ZC Acquisition Corp., Refer Corp., and the stockholders of Refer Corp. Each type of agreement may embed specific provisions based on the unique requirements and negotiating positions of the parties involved.