The company targeted for the acquisition could use the stock exchange as a strategy to oppose the acquisition by claiming that the conditions are unfavorable, that is, it is a way to seek better conditions. THIS SHARE EXCHANGE AGREEMENT (this “Agreement”) will be concluded in June. 03, 2016 of Et between Leo Motors, Inc., a company based in Nevada, USA and headquartered at 3887 Pacific Street, Las Vegas, Nevada (“LEOM”) and Kim Yun Ho (“KIM”), the 100% shareholder of Lelcon Co. (hereinafter “LELC”), Ltd, whose address is 10-10 Munwhabokji Gil, Yangpyung Eup, Yangpyung, Gun Kyunggi Do, Korea. The exchange of shares can also take place internally within a company. Starbucks has used this strategy in the past. When the stock options they offered their employees fell so low in price that they became virtually worthless, Starbucks offered a swap option. The company allowed employees to exchange their worthless shares for more value. [2] [3] [4] [5] In 2017, The Dow Chemical Company (“Dow”) and E.I. du Pont de Nemours & Company (“DuPont”) a merger in which Dow shareholders obtained a swap ratio of 1.00 shares of DowDuPont (the combined entity) for each Dow share and DuPont shareholders a swap ratio of 1.282 DowDuPont shares for each DuPont share. Note that, in the case of an all-stock deal, once the swap terms have been agreed, the target company`s share price varies approximately depending on the stock-to-swap ratio in value. For shareholders of the target company, the IRS also does not consider the initial investment to be a “divestiture” for tax purposes when the business is taken over.

No profit or loss should be reported at the closing of the transaction.