Cook Illinois Share Exchange Agreement is a legally binding document that outlines the terms and conditions of a stock exchange between ZC Acquisition Corp. (the acquiring company), Refer Corp. (the target company), and the stockholders of Refer Corp. This agreement facilitates the acquisition of Refer Corp. by ZC Acquisition Corp. through a share exchange transaction. The key objective of this agreement is to govern the process of exchanging Refer Corp.'s shares for ZC Acquisition Corp.'s shares, ensuring a fair exchange of ownership and protecting the rights and interests of all parties involved. The Cook Illinois Share Exchange Agreement includes various clauses and provisions covering crucial aspects of the transaction. These include the exchange ratio, valuation, rights and privileges of the exchanged shares, representation and warranties, closing conditions, and post-closing obligations. The agreement ensures transparency, clarity, and fairness throughout the exchange process, minimizing risks and potential disputes. There may be different types or variations of the Cook Illinois Share Exchange Agreement, depending on the specific circumstances and negotiations. Some common types may include: 1. All-Stock Exchange: This type of agreement involves the exchange of all outstanding shares of Refer Corp. for shares of ZC Acquisition Corp. without any cash consideration. 2. Cash-and-Stock Exchange: In this variation, the agreement allows for a combination of cash and stock consideration. Stockholders of Refer Corp. have the option to receive a certain portion of the total consideration in cash and the remaining in shares of ZC Acquisition Corp. 3. Reverse Share Exchange: This type of agreement involves ZC Acquisition Corp. becoming a subsidiary of Refer Corp. through the exchange of ZC Acquisition Corp.'s shares for Refer Corp.'s shares. It essentially results in a reverse takeover, where the target company (Refer Corp.) acquires controlling interest in the acquiring company (ZC Acquisition Corp.). All these variations of the Cook Illinois Share Exchange Agreement aim to accommodate specific needs and preferences of the involved parties. The terms and conditions, including the consideration and exchange ratio, are subject to negotiation and agreement between ZC Acquisition Corp., Refer Corp., and the stockholders of Refer Corp.