Alameda California Share Exchange Agreement between Moved Holding Co. and Missouri State Medical Assoc.: This Alameda California Share Exchange Agreement ("Agreement") outlines the terms and conditions for the exchange of shares between Moved Holding Co. ("Moved") and Missouri State Medical Assoc. ("Mother"). The purpose of this agreement is to facilitate the transfer of ownership and control of certain shares from Moved to Mother, in accordance with mutually agreed-upon terms. The exhibits attached to this Agreement provide supplementary documentation to further clarify the intentions and obligations of both parties. Exhibit 1: Share Transfer Details This exhibit includes specific details about the shares being transferred, such as the number of shares and the corresponding ownership percentage. It outlines the responsibilities of both parties regarding the transfer process, including any necessary approvals or consents required. Exhibit 2: Valuation and Consideration This exhibit focuses on the valuation of the shares being exchanged, detailing the agreed-upon price per share and the overall consideration for the transfer. It may also include information about any additional payments, earn-outs, or contingencies related to the valuation. Exhibit 3: Representations and Warranties In this exhibit, both Moved and Mother provide statements regarding the accuracy and completeness of the information they have provided throughout the negotiation process. It covers representations related to ownership, financials, legal compliance, and other relevant aspects. Both parties assure that the information provided is true and accurate to the best of their knowledge. Exhibit 4: Covenants and Obligations This exhibit outlines the covenants and obligations of both Moved and Mother, post-exchange. It may cover non-compete agreements, confidentiality provisions, restrictions on share transfer, and any other terms that the parties have agreed upon for the smooth operation of the exchanged shares. Exhibit 5: Governing Law and Jurisdiction This exhibit determines which state's laws will govern the interpretation and enforcement of the Agreement. It also specifies the jurisdiction where any disputes arising from the Agreement will be resolved. Exhibit 6: Confidentiality Agreement If applicable, this exhibit covers additional confidentiality provisions or agreements that the parties may have entered into, ensuring the protection of sensitive information shared during the negotiation and exchange process. It is important to note that the aforementioned exhibits are merely examples and can be tailored to specific needs and circumstances. Different types of Share Exchange Agreements may exist, depending on the nature of the transaction and the parties involved. These agreements can be customized to address unique requirements or include additional exhibits as necessary.