The Santa Clara California Stock Exchange Agreement is a legally binding contract between SJW Corp, Roscoe Moss Company, and RMC Shareholders. This agreement outlines the terms and conditions for the exchange of stock between these entities. The purpose of this agreement is to facilitate the stock exchange in a fair and transparent manner, ensuring that all parties involved are treated equitably. It ensures that the SJW Corp, Roscoe Moss Company, and RMC Shareholders understand their respective roles and responsibilities throughout the stock exchange process. Key terms and provisions of the Santa Clara California Stock Exchange Agreement may include: 1. Stock Exchange Ratio: This specifies the ratio at which the stocks of the entities will be exchanged. It determines the number of shares that each party will receive in return for their existing stock. 2. Valuation: The agreement may outline the methodology or criteria for valuing the stocks to be exchanged. This ensures that the stock exchange is based on accurate and fair market values. 3. Board Representation: The agreement may address the issue of board representation. It may determine the number of seats each party will have on the board of directors of the merged entity or the joint company formed as a result of the stock exchange. 4. Voting Rights: The agreement may define the voting rights of each party's shareholders following the stock exchange. It may outline the percentage of votes required to pass certain resolutions or make significant corporate decisions. 5. Restrictive Covenants: The agreement may include restrictive covenants that outline certain limitations or obligations for the parties involved. These could include restrictions on the sale or transfer of stock, non-compete clauses, or confidentiality agreements. 6. Termination and Dispute Resolution: The agreement may include provisions for termination and dispute resolution mechanisms. It may outline the circumstances under which the agreement can be terminated and the process for resolving any disputes that may arise during or after the stock exchange. It's important to note that there might be different types of Santa Clara California Stock Exchange Agreements depending on the specific circumstances or intentions of SJW Corp, Roscoe Moss Company, and RMC Shareholders. These agreements could differ based on the nature of the stock exchange, such as a merger, acquisition, or joint venture. Each agreement will be tailored to the unique requirements and objectives of the entities involved.