Free Shares Swap Agreement

This Shares Swap Agreement (hereinafter referred to as the "Agreement") is made and entered into as of [Date] by and between [YOUR COMPANY NAME], a corporation organized and existing under the laws of [State/Country], with its principal office located at [YOUR COMPANY ADDRESS] (hereinafter referred to as "Party A"), and CastleBrand, a corporation organized and existing under the laws of Michigan, with its principal office located at Detroit, MI 48201 (hereinafter referred to as "Party B"). Party A and Party B are sometimes individually referred to as a "Party" and collectively as the "Parties."

Recitals

WHEREAS, Party A owns 10 shares of common stock of [YOUR COMPANY NAME], which is incorporated under the laws of [State/Country] (hereinafter referred to as "Company A");

WHEREAS, Party B owns [Number] shares of common stock of CastleBrand, which is incorporated under the laws of Michigan (hereinafter referred to as "Company B");

WHEREAS, the Parties desire to exchange the shares of [YOUR COMPANY NAME] and CastleBrand on the terms and conditions set forth herein.

Agreement

1. Exchange of Shares

a. Party A agrees to transfer and assign to Party B, and Party B agrees to accept from Party A, 10 shares of common stock of [YOUR COMPANY NAME].

b. Simultaneously, Party B agrees to transfer and assign to Party A, and Party A agrees to accept from Party B, 5 shares of common stock of CastleBrand.

2. Representations and Warranties

a. Each Party represents and warrants to the other Party that it has good and marketable title to the shares being exchanged, free and clear of any liens, encumbrances, or any other third-party rights.

b. Each Party has the requisite corporate power and authority to enter into this Agreement and to consummate the transactions contemplated hereby.

3. Closing

The closing of the transaction (the "Closing") shall take place on [Closing Date], at a location agreed upon by the Parties, or such other date and location as the Parties may mutually agree in writing.

4. Miscellaneous

a. Governing Law: This Agreement shall be governed by, and construed in accordance with, the laws of the State of [State/Country], without regard to its conflict of laws principles.

b. Entire Agreement: This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, and negotiations, both written and oral, between the Parties.

c. Amendments: This Agreement may not be amended, modified, or supplemented except by a written instrument executed by both Parties.

Signatures

IN WITNESS WHEREOF, the Parties have executed this Shares Swap Agreement as of the date first above written.

[YOUR COMPANY NAME]
Shareholder

CASTLEBRAND

Shareholder

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