Massachusetts Share Exchange Agreement refers to a legally binding contract entered into between ZC Acquisition Corp., Refer Corp., and the stockholders of Refer Corp. This agreement facilitates a share exchange transaction in which the stockholders of Refer Corp. will exchange their shares for shares of ZC Acquisition Corp. The purpose of this agreement is to outline the terms, conditions, and procedures governing the share exchange, ensuring a smooth transition and safeguarding the rights and interests of all parties involved. Key provisions included in the Massachusetts Share Exchange Agreement include: 1. Parties to the Agreement: Clearly identifies the parties involved, i.e., ZC Acquisition Corp., the acquiring entity, Refer Corp., the target company, and the stockholders of Refer Corp. 2. Exchange Ratio: Specifies the exchange ratio at which the stockholders of Refer Corp. will receive shares of ZC Acquisition Corp. This may be a fixed ratio or one based on certain criteria, such as a financial valuation or market price. 3. Shareholder Consent: Outlines the specific conditions under which stockholders can agree or dissent to the exchange, including record dates, quorum requirements, and voting thresholds. 4. Representations and Warranties: Includes the representations and warranties made by both ZC Acquisition Corp. and Refer Corp. in connection with the share exchange, ensuring that all material information about their respective businesses, assets, liabilities, and financials are accurately disclosed. 5. Covenants and Conditions: Encompasses various affirmative and negative covenants to be followed by the parties throughout the share exchange process, such as obligations to obtain necessary regulatory approvals, maintain confidential information, and operate the businesses in the ordinary course until the transaction is finalized. 6. Termination Rights: Sets forth the circumstances under which either party may terminate the agreement, including upon a breach of representations and warranties, failure to obtain necessary approvals, or occurrence of a material adverse change. Types of Massachusetts Share Exchange Agreements: 1. Statutory Share Exchange Agreement: Refers to an agreement that follows the provisions outlined in the Massachusetts General Laws Chapter 156C, Section 84, governing the procedure of share exchanges. 2. Merger Share Exchange Agreement: In cases where the share exchange is part of a larger merger transaction, this agreement combines the provisions of a merger agreement and a share exchange agreement, outlining the terms and conditions specific to both aspects. The Massachusetts Share Exchange Agreement serves as a vital document regulating the exchange of shares between ZC Acquisition Corp., Refer Corp., and its stockholders, ensuring a legally sound and efficient process that protects the rights and interests of all parties involved.