Phoenix Arizona Share Exchange Agreement is a legally binding document that outlines the terms and conditions under which ZC Acquisition Corp. acquires Refer Corp. and their stockholders in a share exchange transaction. This agreement is designed to facilitate the transfer of ownership and control of Refer Corp. to ZC Acquisition Corp. Keywords: Phoenix Arizona, Share Exchange Agreement, ZC Acquisition Corp., Refer Corp., stockholders. Under the Phoenix Arizona Share Exchange Agreement between ZC Acquisition Corp., Refer Corp., and the stockholders of Refer Corp., there are different types of agreements that can be established. These include: 1. Stock-for-Stock Exchange: This agreement involves the exchange of shares issued by ZC Acquisition Corp. for the shares owned by the stockholders of Refer Corp. The exchange ratio is determined based on a mutually agreed valuation of both companies. This type of share exchange agreement allows the stockholders of Refer Corp. to become shareholders of ZC Acquisition Corp. 2. Cash-and-Stock Exchange: This agreement offers a combination of cash and stock as consideration for the shares held by the stockholders of Refer Corp. The cash component is typically a predetermined amount per share, and the remainder is paid through the issuance of shares of ZC Acquisition Corp. This type of agreement may provide greater flexibility and liquidity to the stockholders. 3. Reverse Share Exchange: In this agreement, Refer Corp. is the acquiring entity, and ZC Acquisition Corp. becomes a wholly-owned subsidiary of Refer Corp. The stockholders of Refer Corp. exchange their shares for the shares of ZC Acquisition Corp. This type of agreement allows Referring Corp. to access the public market by utilizing the status and infrastructure of ZC Acquisition Corp. The Phoenix Arizona Share Exchange Agreement typically includes provisions regarding the number of shares to be exchanged, the conversion ratio, representations and warranties of the parties involved, conditions precedent, post-closing obligations, and dispute resolution mechanisms. It is important for all parties involved to seek legal advice and review the agreement thoroughly to ensure that their rights and obligations are adequately protected. The agreement aims to provide a clear framework for the share exchange transaction, promoting transparency and accountability throughout the process.